U.S. GoldMining Inc. filed a Form 8-K on November 3, 2026, disclosing the appointment of John DeLucchi to its Board of Directors and as Chair of the Audit Committee, and reporting that the company believes it has regained compliance with Nasdaq's audit committee listing requirements.

Key Highlights

  • Board appointment: John DeLucchi, age 63, was unanimously appointed to fill an existing Board vacancy on November 2, 2026, and also named Chair of the Audit Committee.
  • Nasdaq compliance: The company stated it believes the appointment of Mr. DeLucchi has restored compliance with Nasdaq Listing Rule 5605 regarding audit committee requirements.
  • Prior deficiency: The compliance issue arose after Aleksandra Bukacheva resigned from the Board and Audit Committee; Nasdaq notified the company of non-compliance on August 27, 2026.
  • Annual retainer: Mr. DeLucchi will receive US$10,000 per year as a non-employee director, plus an additional US$2,500 annually for serving as Audit Committee Chair.
  • Stock option grant: Mr. DeLucchi received a nonqualified stock option to purchase 10,000 shares at an exercise price of $5.71 per share, equal to the closing price on the date of grant.
  • Option terms: The option has a five-year term and vests in four equal 25% installments, beginning on the date of grant and continuing at six, twelve, and eighteen months thereafter.

DeLucchi Appointment Addresses U.S. GoldMining's Audit Committee Vacancy

According to the filing, the Board of Directors of U.S. GoldMining Inc. (NASDAQ:USGO) unanimously appointed John DeLucchi on November 2, 2026, at the recommendation of the Nominating and Corporate Governance Committee, to fill an existing vacancy on the Board. Mr. DeLucchi was simultaneously named Chair of the Audit Committee. The company disclosed that this appointment follows a written notice received from Nasdaq's Listing Qualifications Department on August 27, 2026, stating that the company no longer complied with Nasdaq Listing Rule 5605 after Aleksandra Bukacheva's resignation from the Board and Audit Committee, as previously reported in a Form 8-K filed September 1, 2026.

The filing states that "the Company believes that as a result of the appointment of Mr. DeLucchi to the Board and as Chair of the Audit Committee, the Company has regained compliance with Nasdaq's audit committee requirements set forth in Nasdaq Listing Rule 5605." The company described Mr. DeLucchi's background as including service as President and CEO of Madison Group from 2020 to October 2026, as well as President and CEO of Madison Pacific Properties Inc. from 2023 to 2025. The filing also noted that he spent over 35 years with PricewaterhouseCoopers, including 21 years as Partner, and served as Managing Partner for the British Columbia Region from 2009 to 2017. He holds the designation of Fellow Chartered Professional Accountant (FCPA, FCA) and a bachelor's degree in business administration from Simon Fraser University.

Regarding compensation, the filing disclosed that Mr. DeLucchi will receive an annual cash retainer of US$10,000 for his non-employee director service, plus US$2,500 annually as Audit Committee Chair. On November 2, 2026, the Board granted him a nonqualified stock option under the company's 2023 Long-Term Incentive Plan to purchase 10,000 shares of common stock at $5.71 per share. The option carries a five-year term, with 25% vesting on the grant date and 25% vesting at each of six, twelve, and eighteen months following the grant date, subject to continued service and accelerated vesting upon a change in control. The filing noted there are no arrangements or understandings between Mr. DeLucchi and any other persons regarding his selection, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

What Was Disclosed

U.S. GoldMining Inc. reported the appointment of John DeLucchi as a director and Audit Committee Chair on November 2, 2026, and stated the company believes this appointment restored compliance with Nasdaq's audit committee listing rule following a deficiency notice received August 27, 2026.