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false 0001947244 0001947244 2024-04-12 2024-04-12 0001947244 usgo:CommonStockParValue0001PerShareCustomMember 2024-04-12 2024-04-12 0001947244 usgo:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf1300CustomMember 2024-04-12 2024-04-12
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 12, 2024
 
U.S. GoldMining Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of incorporation)
 
001-41690
 
37-1792147
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1188 West Georgia Street, Suite 1830
Vancouver, BC, Canada, V6E 4A2
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (604) 388-9788
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001 per share
 
USGO
 
The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
 
USGOW
 
The Nasdaq Stock Market LLC
 


 






 
Item 7.01
Regulation FD Disclosure.
 
On April 12, 2024, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed on a Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three months ended February 29, 2024, and February 28, 2023 (the “Financial Statements”) and management’s discussion and analysis for the three months ended February 29, 2024 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the three months ended February 29, 2024.
 
The foregoing descriptions of the Financial Statements and MD&A do not purport to be complete and are qualified in their entirety by the full text of the Financial Statements and MD&A, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
 
Cautionary Statement Regarding the Financial Statements and MD&A
 
The Company cautions investors and potential investors not to place undue reliance upon the financial information of the Company contained in the Financial Statements and MD&A, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Financial Statements and MD&A are limited in scope, cover a limited time period and have been prepared solely for the purpose of GoldMining’s reporting requirements. The Financial Statements and MD&A were not audited by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the financial information of the Company disclosed in the Financial Statements and MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended March 31, 2024, as such the information contained in the Financial Statements and MD&A is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company’s actual results for the quarterly period covered in part by the Financial Statements and MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and MD&A also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Financial Statements and MD&A should not be viewed as indicative of future results.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
99.1
 
99.2
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 






 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: April 12, 2024
U.S. GOLDMINING INC.
     
 
By:
/s/ Tim Smith
 
Name:
Tim Smith
 
Title:
Chief Executive Officer
 
 
EX-99.1 2 ex_653325.htm EXHIBIT 99.1 ex_651867.htm

Exhibit 99.1

 

 

 

 

 

logolarge01.jpg

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

(Expressed in thousands of Canadian Dollars unless otherwise stated)

 

 

 

 

 







 

GoldMining Inc.
Condensed Consolidated Interim Statements of Financial Position
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

           

As at February 29,

   

As at November 30,

 
   

Notes

   

2024

   

2023

 
           

($)

   

($)

 

Assets

                       

Current assets

                       

Cash and cash equivalents

    3       18,070       21,589  

Restricted cash

    3       118       118  

Other receivables

            515       594  

Prepaid expenses and deposits

    4       1,067       1,379  

Other assets

            126       47  
              19,896       23,727  

Non-current assets

                       

Reclamation deposits

            494       494  

Land, property and equipment

    5       3,163       3,233  

Exploration and evaluation assets

    6       56,973       56,815  

Investment in associate

    7       9,109       6,297  

Investment in joint venture

            1,260       1,232  

Long-term investments

    8       48,538       45,080  
              139,433       136,878  
                         

Liabilities

                       

Current liabilities

                       

Accounts payable and accrued liabilities

            1,373       1,757  

Due to joint venture

            30       30  

Due to related parties

    12       26       239  

Lease liabilities

            70       66  

Income taxes payable

    6       1,792       7  

Withholding taxes payable

            246       245  
              3,537       2,344  

Non-current liabilities

                       

Lease liabilities

            311       329  

Rehabilitation provisions

            898       888  

Deferred tax liability

            253       904  
              4,999       4,465  
                         

Equity

                       

Issued capital

    9       177,420       176,584  

Reserves

    9       14,560       13,493  

Retained earnings

            17,667       20,176  

Accumulated other comprehensive loss

            (78,208 )     (81,010 )

Total equity attributable to shareholders of the Company

            131,439       129,243  

Non-controlling interests

    10       2,995       3,170  
              134,434       132,413  
              139,433       136,878  

 

Commitments (Note 14)

Subsequent events (Note 15)

 

Approved and authorized for issue by the Board of Directors on April 12, 2024.

 

/s/ "David Kong"

 

/s/ "Pat Obara"

 

David Kong

Director

 

Pat Obara

Chief Financial Officer

 

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 

1

 

GoldMining Inc.
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)
For the three months ended February 29, 2024 and February 28, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

           

For the three months ended

 
           

February 29,

   

February 28,

 
   

Notes

   

2024

   

2023

 
           

($)

   

($)

 

Expenses

                       

Consulting fees

            120       73  

Depreciation

    5       77       44  

Directors' fees, salaries and benefits

    12       521       409  

Exploration expenses

    6       715       599  

General and administrative

            1,936       1,678  

Professional fees

            484       1,190  

Share-based compensation

    9,10       1,252       875  

Share of loss in associate

    7       401       -  

Share of loss on investment in joint venture

            68       -  

Recovery on the receipt of mineral property option payments

    6       (3,200 )     (1,134 )
              2,374       3,734  

Operating loss

            (2,374 )     (3,734 )
                         

Other items

                       

Dividend income

            -       287  

Loss on modification of margin loan

            -       (130 )

Interest income

            232       86  

Other loss

            (4 )     (34 )

Financing costs

            (9 )     (514 )

Net foreign exchange loss

            (9 )     (95 )

Net loss for the period before taxes

            (2,164 )     (4,134 )

Current income tax expense

    6       (1,768 )     -  

Deferred income tax recovery (expense)

            1,153       (1,978 )

Net loss for the period

            (2,779 )     (6,112 )
                         

Attributable to:

                       

Shareholders of the Company

            (2,586 )     (6,112 )

Non-controlling interests

            (193 )     -  

Net loss for the period

            (2,779 )     (6,112 )
                         

Other comprehensive income (loss)

                       

Items that will not be subsequently reclassified to net income or loss:

                 

Unrealized income (loss) on short-term investments

            6       (4 )

Unrealized income (loss) on long-term investments

    8       3,296       (13,290 )

Deferred tax recovery (expense) on long-term investments

            (447 )     1,797  

Items that may be reclassified subsequently to net income or loss:

                 

Reclassification of loss on NevGold shares to net loss

            -       -  

Foreign currency translation adjustments

            (51 )     806  

Total comprehensive income (loss) for the period

            25       (16,803 )
                         

Attributable to:

                       

Shareholders of the Company

            216       (16,803 )

Non-controlling interests

    10       (191 )     -  

Total comprehensive income (loss) for the period

            25       (16,803 )
                         
                         

Net loss per share, basic and diluted

            (0.01 )     (0.04 )
                         
                         

Weighted average number of shares outstanding, basic and diluted

            183,638,286       166,883,940  

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

2

 

GoldMining Inc.
Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended February 29, 2024 and February 28, 2023
(Expressed in thousands of Canadian dollars, except share and per share amounts)
logosmall01.jpg

 

                                           

Accumulated

   

Attributable

                 
                                           

Other

   

to Shareholders

   

Non-

         
           

Number of

   

Issued

           

Retained

   

Comprehensive

   

of the

   

Controlling

         
   

Notes

   

Shares

   

Capital

   

Reserves

   

Earnings

   

Loss

   

Company

   

Interests

   

Total

 
                   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

 

Balance at November 30, 2022

            163,669,818       150,879       11,930       27,984       (55,702 )     135,091       -       135,091  

Options exercised

    9       272,000       454       (107 )     -       -       347       -       347  

Restricted share rights vested

    9       43,750       70       (70 )     -       -       -       -       -  

At-the-Market offering:

                                                                       

Common shares issued for cash

            4,139,920       7,633       -       -       -       7,633       -       7,633  

Agents' fees and issuance costs

            -       (191 )     -       -       -       (191 )     -       (191 )

Share-based compensation

    9       -       -       875       -       -       875       -       875  

Deferred tax benefits of share issuance costs

            -       43       -       -       -       43       -       43  

Other comprehensive loss

            -       -       -       -       (10,691 )     (10,691 )     -       (10,691 )

Net loss for the period

            -       -       -       (6,112 )     -       (6,112 )     -       (6,112 )

Balance at February 28, 2023

            168,125,488       158,888       12,628       21,872       (66,393 )     126,995       -       126,995  

Options exercised

    9       2,099,493       2,539       (698 )     -       -       1,841       -       1,841  

Restricted share rights vested

    9       222,846       346       (346 )     -       -       -       -       -  

US GoldMining

                                                                       

Net proceeds from Initial Public Offering

            -       -       -       20,514       -       20,514       3,596       24,110  

Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining

            -       -       -       25       -       25       1,181       1,206  

At-the-Market offering:

                                                                       

Common shares issued for cash

            12,810,233       15,136       -       -       -       15,136       -       15,136  

Agents' fees and issuance costs

            -       (378 )     -       -       -       (378 )     -       (378 )

Share-based compensation

    9,10       -       -       1,909       414       -       2,323       89       2,412  

Deferred tax benefits of share issuance costs

            -       53       -       -       -       53       -       53  

Other comprehensive loss

            -       -       -       -       (14,617 )     (14,617 )     (8 )     (14,625 )

Net loss for the period

            -       -       -       (22,649 )     -       (22,649 )     (1,688 )     (24,337 )

Balance at November 30, 2023

            183,258,060       176,584       13,493       20,176       (81,010 )     129,243       3,170       132,413  

Options exercised

    9       2,500       3       (1 )     -       -       2       -       2  

Restricted share rights vested

    9       74,375       91       (91 )     -       -       -       -       -  

At-the-Market offering:

                                                                       

Common shares issued for cash

    9       579,918       771       -       -       -       771       -       771  

Agents' fees and issuance costs

    9       -       (19 )     -       -       -       (19 )     -       (19 )

Share-based compensation

    9,10       -       -       1,159       77       -       1,236       16       1,252  

Deferred tax benefits of share issuance costs

            -       (10 )     -       -       -       (10 )     -       (10 )

Other comprehensive income

            -       -       -       -       2,802       2,802       2       2,804  

Net loss for the period

            -       -       -       (2,586 )     -       (2,586 )     (193 )     (2,779 )

Balance at February 29, 2024

            183,914,853       177,420       14,560       17,667       (78,208 )     131,439       2,995       134,434  

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

3

 

GoldMining Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the three months ended February 29, 2024 and February 28, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

   

For the three months ended

 
   

February 29,

   

February 28,

 
   

2024

   

2023

 
   

($)

   

($)

 

Operating activities

               

Net loss for the period

    (2,779 )     (6,112 )

Adjustments for items not involving cash:

               

Depreciation

    77       44  

Accretion

    9       9  

Financing costs

    9       514  

Share of loss on investment in joint venture

    68       -  

Share-based compensation

    1,252       875  

Unrealized loss on short-term investments

    10       -  

Unrealized loss on long-term investments

    -       25  

Loss on loan modification

    -       130  

Share of loss in associate

    401       -  

Deferred income tax expense (recovery)

    (1,153 )     1,978  

Recovery on the receipt of mineral property option payments

    (3,200 )     (1,134 )

Net foreign exchange loss

    -       158  

Net changes in non-cash working capital items:

               

Other receivables

    80       (59 )

Prepaid expenses and deposits

    312       (204 )

Accounts payable and accrued liabilities

    (384 )     39  

Incomes taxes payable

    1,785       -  

Due to related parties

    (213 )     (142 )

Cash used in operating activities

    (3,726 )     (3,879 )
                 

Investing activities

               

Investment in exploration and evaluation assets

    (221 )     (222 )

Purchase of securities

    (190 )     (1,381 )

Investment in joint venture

    (107 )     -  

Purchase of equipment

    (3 )     -  

Cash used in investing activities

    (521 )     (1,603 )
                 

Financing activities

               

Net proceeds from At-the-Market offering

    752       7,442  

Proceeds from common shares issued upon exercise of options

    2       347  

Payment of lease liabilities

    (23 )     (27 )

Principal payment of margin loan

    -       (2,542 )

Interest paid on margin loan

    -       (487 )

Cash generated from financing activities

    731       4,733  
                 

Effect of exchange rate changes on cash

    (3 )     42  
                 

Net decrease in cash and cash equivalents and restricted cash

    (3,519 )     (707 )

Cash and cash equivalents and restricted cash

               

Beginning of period

    21,707       8,325  

End of period

    18,188       7,618  

 

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

4

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

1.

Corporate Information

 

GoldMining Inc. was incorporated under the Business Corporations Act (British Columbia) on September 9, 2009, and continued under the Canada Business Corporations Act (Canada) on December 6, 2016. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada and Peru.

 

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.

 

On April 24, 2023, the Company's majority owned, Nevada domiciled subsidiary, U.S. GoldMining Inc. ("U.S. GoldMining"), completed its initial public offering (the "Offering") (Note 10.1). U.S. GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares and warrants (the "U.S. GoldMining Shares" and "U.S. GoldMining Warrants") are listed on the Nasdaq Capital Market under the symbols "USGO" and "USGOW", respectively.

 

2.

Basis of Preparation

 

2.1

Statement of Compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting.

 

The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in Note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2023 and 2022. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.

 

The Company's consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's consolidated financial statements and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), which is the Company's reporting currency, and all values are rounded to the nearest thousand except where otherwise indicated.

 

The Company's condensed consolidated interim financial statements for the three month period ended February 29, 2024 were authorised for issue by the Company's Board of Directors on April 12, 2024.

 

2.2

Significant Accounting Judgments and Estimates

 

The preparation of these condensed consolidated interim financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

 

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.

 

5

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

3.

Cash and Cash Equivalents and Restricted Cash

 

   

February 29,

   

November 30,

 
   

2024

   

2023

 
   

($)

   

($)

 

Cash and cash equivalents consist of:

               

Cash at bank and on hand

    1,889       7,291  

Term deposits

    16,181       14,298  

Total

    18,070       21,589  

 

Restricted cash in the amount of $118 (November 30, 2023: $118) relates to term deposits held by the bank as security for corporate financial purposes.

 

4.

Prepaids

 

   

February 29,

   

November 30,

 
    2024     2023  
   

($)

   

($)

 

Prepaid corporate development expenses

    404       700  

Prepaid insurance

    243       419  

Other prepaid expenses

    420       260  

Total

    1,067       1,379  

 

5.

Land, Property and Equipment

 

                           

Right-of-

                         
                           

Use Assets

                         
           

Buildings and

   

Office

   

(Office and)

   

Exploration

                 
   

Land

   

Camp Structures

   

Equipment

   

warehouse space)

   

Equipment

   

Vehicles

   

Total

 
   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

 

Cost

                                                       

Balance at November 30, 2022

    1,060       1,163       186       516       240       365       3,530  

Additions

    -       1,174       16       830       72       82       2,174  

Disposition

    -       -       -       (800 )     -       -       (800 )

Change in reclamation estimate

    -       6       -       -       -       -       6  

Impact of foreign currency translation

    12       13       10       2       4       5       46  

Balance at November 30, 2023

    1,072       2,356       212       548       316       452       4,956  

Additions

    -       -       10       (7 )     -       -       3  

Impact of foreign currency translation

    1       4       (1 )     -       -       -       4  

Balance at February 29, 2024

    1,073       2,360       221       541       316       452       4,963  
                                                         

Accumulated Depreciation

                                                       

Balance at November 30, 2022

    -       674       170       255       240       365       1,704  

Depreciation

    -       78       25       94       2       3       202  

Disposition

    -       -       -       (205 )     -       -       (205 )

Impact of foreign currency translation

    -       8       4       1       4       5       22  

Balance at November 30, 2023

    -       760       199       145       246       373       1,723  

Depreciation

    -       39       6       24       4       4       77  

Impact of foreign currency translation

    -       1       (1 )     -       -       -       -  

Balance at February 29, 2024

    -       800       204       169       250       377       1,800  
                                                         
                                                         

Net Book Value

                                                       

At November 30, 2023

    1,072       1,596       13       403       70       79       3,233  

At February 29, 2024

    1,073       1,560       17       372       66       75       3,163  

 

6

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

6.

Exploration and Evaluation Assets

 

   

For the three months ended

 
   

February 29,

   

February 28,

 
   

2024

   

2023

 
   

($)

   

($)

 
                 

Balance at the beginning of period

    56,815       56,788  

Mineral property option payment

    221       222  
      57,036       57,010  

Change in reclamation estimate

    (1 )     (12 )

Foreign currency translation adjustments

    (62 )     740  

Balance at the end of period

    56,973       57,738  

 

Exploration and evaluation assets on a project basis are as follows:

 

   

February 29

   

November 30,

 
   

2024

   

2023

 
   

($)

   

($)

 

La Mina

    15,167       14,926  

Titiribi

    12,177       12,161  

Crucero

    7,144       7,135  

Yellowknife

    7,058       7,061  

Cachoeira

    6,432       6,489  

São Jorge

    5,419       5,467  

Yarumalito

    1,688       1,685  

Whistler

    1,080       1,076  

Surubim

    351       354  

Batistão

    243       246  

Montes Áureos and Trinta

    186       187  

Rea

    28       28  

Total

    56,973       56,815  

 

Almaden

 

On June 13, 2022, the Company and its subsidiary entered into an option agreement (the "Option Agreement") with NevGold Corp. ("NevGold") and a subsidiary of NevGold, pursuant to which, among other things, it agreed to grant an option to acquire 100% of the Company's Almaden Project (now named Nutmeg Mountain) to a subsidiary of NevGold. Pursuant to the terms thereof, on July 4, 2022 (the "Option Agreement Closing Date"), the Company closed the grant of the option to NevGold's subsidiary for 4,444,444 common shares of NevGold ("NevGold Shares") with a fair value of $2,489.

 

To exercise the option, NevGold was required to, among other things:

 

make additional payments totaling $6,000 to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments may be satisfied by NevGold in cash or through the issuance of NevGold Shares, on the following dates:

 

o

January 1, 2023: $1,500

 

o

July 1, 2023: $1,500

 

o

January 1, 2024: $3,000

 

7

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

The above payments were all completed and settled through the issuance of NevGold shares to the Company.

 

 

complete qualifying expenditures on the Project totaling $2,250, comprised of $1,500 on or before June 1, 2023 (completed), and a further $750 on or before December 31, 2023 (completed).

 

 

Additionally, NevGold is required to make success-based contingent payments totaling up to $7,500 to GoldMining, payable in cash or shares at the election of NevGold based on the following:

 

o

$500 on completion of a positive Preliminary Economic Assessment

 

o

$2,500 on completion of a positive Preliminary Feasibility Study

 

o

$4,500 on completion of a positive Feasibility Study

 

Pursuant to the Option Agreement, in the year ended November 30, 2022, the Company also completed an initial strategic investment in NevGold by subscribing for 1,481,481 NevGold Shares at a price of $0.675 per share, which was based on the volume weighted average price ("VWAP") of the NevGold Shares for the 30-trading day period prior to the date the Option Agreement was entered into, for a total subscription of $1,000.

 

GoldMining agreed to, subject to certain conditions, purchase additional NevGold equity in an amount to the lesser of $1,250 and 40% of the total gross proceeds raised by NevGold in certain qualifying financings announced prior to November 30, 2022. The Company completed the purchase of shares and warrants by entering into an agreement to purchase 2,976,200 units ("Units") of NevGold in a brokered private placement, which closed on December 5, 2022, for a total purchase price of $1,250. Each Unit, priced at $0.42 per Unit, consisted of one common share of NevGold (each, a "NevGold Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "NevGold Warrant") of NevGold. Each NevGold Warrant entitles the holder to purchase one Common Share at an exercise price of $0.60 until December 5, 2024.

 

On January 1, 2023 and July 13, 2023, pursuant to the Option Agreement, the Company received 3,658,536 and 4,109,589, respectively, of common shares of NevGold with fair values of $1,134 and $1,562, respectively.

 

On January 18, 2024, pursuant to the Option Agreement, the Company received 10,000,000 common shares of NevGold with a fair value of $3,200,000. As the carrying value of the Almaden Project was $nil on the date of the receipt of the option payment, the Company recorded a recovery on receipt of mineral property option payments of $3,200 during the three months ended February 29, 2024.

 

As a result, the Company has completed the sale of the Almaden Project to a subsidiary of NevGold. Option proceeds received to date pursuant to the Option Agreement are taxable in fiscal 2024, resulting in a current income tax expense of $1,768 being recognized in the three months ended February 29, 2024. As at February 29, 2024, current income taxes payable related to the sale of the Almaden Project are $1,785.

 

Unless permitted under securities legislation, the NevGold Shares received on January 18, 2024 can not be traded before May 19, 2024.

 

Surubim

 

The Company's Surubim Project consists of the Surubim and Rio Novo concessions located in Pará State, Brazil. During the year ended November 30, 2023, the Company continued efforts to negotiate an extension for its Rio Novo concessions under the Jarbas Agreement, however, was unable to come to acceptable terms and provided the property vendor with a notice of termination, which is subject to acceptance by the vendor. As a result, the Company impaired exploration and evaluation assets associated with the Rio Novo concessions in the amount of $1,809 during the year ended November 30, 2023.

 

8

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

Exploration Expenditures

 

Exploration expenditures on a project basis for the periods indicated are as follows:

 

                   

For the period from

 
   

For the three months ended

   

incorporation,

 
   

February 29,

   

February 28,

   

September 9, 2009, to

 
   

2024

   

2023

   

February 29, 2024

 
   

($)

   

($)

   

($)

 

Whistler

    336       174       10,754  

Yarumalito

    133       30       560  

São Jorge

    123       50       1,980  

Titiribi

    70       59       2,419  

La Mina

    33       244       3,249  

Rea

    9       5       376  

Cachoeira

    6       19       6,822  

Crucero

    3       1       633  

Yellowknife

    2       16       1,361  

Other Exploration Expenses

    -       1       3,943  

Total

    715       599       32,097  

 

7.

Investment in Associate

 

On July 13, 2023, pursuant to the Option Agreement signed with NevGold on the Almaden Project, the Company received 4,109,589 common shares of NevGold (Note 6), increasing its ownership in NevGold from 17.6% to 22.0%. As a result of the increase in ownership in NevGold above 20%, the Company concluded that it exercises significant influence over NevGold. The Company's $6,335 investment measured at fair value through other comprehensive income ("FVTOCI") through to July 13, 2023, was derecognized and reclassified to investment in associate (Note 8). After July 13, 2023, the Company's investment in NevGold is being recorded using the equity method.

 

During the three months ended February 29, 2024, the Company acquired 10,000,000 common shares of NevGold (Note 6), which combined with existing shares totalled 26,670,250 shares and represented a 29.36% ownership interest in NevGold upon the latest transaction on January 18, 2024. As of February 29, 2024, the Company held 26,670,250 shares of NevGold, with a fair value of approximately $8.0 million.

 

The following outlines the movement in investment in associate during the three months ended February 29, 2024, and the year ended November 30, 2023:

 

Balance at November 30, 2022

  $ -  

Investment in NevGold - July 13, 2023

    6,335  

Share of loss in NevGold

    (147 )

Share of OCI in NevGold

    78  

Gain on dilution of ownership interest in NevGold

    31  

Balance at November 30, 2023

  $ 6,297  

Investment in NevGold - January 18, 2024

    3,200  

Share of loss in NevGold

    (671 )

Share of OCI in NevGold

    13  

Gain on dilution of ownership interest in NevGold

    270  

Balance at February 29, 2024

  $ 9,109  

 

The equity accounting for NevGold is based on its published results to September 30, 2023, and an estimate of results for the period of October 1, 2023 to February 29, 2024. The following is a summary of the Condensed Consolidated Interim Statement of Financial Position of NevGold at September 30, 2023 on a 100% basis was: current assets - $457, noncurrent assets - $21,120, total assets - $21,577, current liabilities - $510, non-current liabilities - $205 and net assets - $20,862. The following is a summary of the Condensed Consolidated Interim Statement of loss and comprehensive loss of NevGold for the nine months ended September 30, 2023 on a 100% basis: operating loss- $1,369, accretion - $15, business development - $689, consulting fees and salaries - $310, depreciation - $47, occupancy, administrative, and general expenses - $181, transfer agent and listing fees - $37, professional fees - $46, share-based compensation - $44, interest income - $20, non-controlling interest - $16, net loss - $1,333, and other comprehensive income - $453. The Company's equity share of NevGold's estimated net loss for the three months ended February 29, 2024 was $671 (three months ended February 28, 2023 - $nil) or $401, net of a $270 gain on dilution of ownership interest in NevGold.

 

9

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

8.

Long-term Investments

 

As at February 29, 2024, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC"), measured at FVTOCI. Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in long-term investments measured at FVTOCI.

 

Investment in Gold Royalty Corp.

 

During the three months ended February 29, 2024, the Company acquired 100,000 GRC common shares for $190 including transaction costs, through open market purchases over the facilities of the NYSE American.

 

NevGold Corp.

 

During the year ended November 30, 2023, the Company's investment in NevGold common shares was reclassified from long-term investments to investment in associate (Note 7).

 

The following tables outline the movement of the Company's long-term investments in GRC and NevGold during the three months ended February 29, 2024 and the year ended November 30, 2023:

 

                   

As at

November 30,

                                   

As at

February 29,

 
                   

2023

                                   

2024

 
   

Number of
warrants(1)

   

Number of
shares(1)

   

Fair value
($)

   

Additions
($)

   

Unrealized Gains (Losses)
(FVTOCI)
($)

   

Unrealized Gains (Losses)
(FVTPL)
($)

   

Reclassification to Short-term Investments
($)

   

Fair Value
($)

 

Investment in GRC

    -       21,533,125       45,052       190       3,296       -       -       48,538  

Investment in NevGold - warrants(2)

    1,488,100       -       28       -       -       (10 )     (18 )     -  
                      45,080       190       3,296       (10 )     (18 )     48,538  

 

                   

As at

November 30,

                                   

As at

November 30,

 
                   

2022

                                   

2023

 
   

Number of
warrants(4)

   

Number of
shares(4)

   

Fair value
($)

   

Additions
($)

   

Unrealized Gains (Losses)
(FVTOCI)
($)

   

Unrealized Gains (Losses)
(FVTPL)
($)

   

Derecognition of investment measured at FVTOCI
($)

   

Fair Value
($)

 

Investment in GRC

    -       21,433,125       75,557       654       (31,159 )     -       -       45,052  

Investment in NevGold - shares(3)

    -       16,670,250       2,282       3,737       316               (6,335 )     -  

Investment in NevGold - warrants

    1,488,100       -       -       208       -       (180 )     -       28  
                      77,839       4,599       (30,843 )     (180 )     (6,335 )     45,080  

 

 

(1)

As of February 29, 2024.

 

(2)

During the quarter ended February 29, 2024, amounts were reclassified to short-term investments.

 

(3)

During the year ended November 30, 2023, the Company's investment in NevGold, which was initially measured at FVTOCI, was derecognized and reclassified to investment in associate (Note 7).

 

(4)

As of November 30, 2023.

 

10

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

9.

Share Capital

 

9.1

Authorized

 

The authorized share capital of the Company is comprised of an unlimited number of common shares without par value.

 

At-the-Market Equity Program

 

On December 30, 2022, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "ATM Program"). The new ATM Program replaced the previous ATM program which expired on January 1, 2023 in accordance with its terms. Pursuant to the new ATM Program, the Company could distribute up to US$50 million (or the equivalent in Canadian dollars) of ATM Shares. The ATM Shares sold under the new ATM Program were sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares were made pursuant to the terms of an equity distribution agreement dated December 30, 2022 (the "2022 Distribution Agreement"). Unless earlier terminated by the Company or the agents as permitted therein, the new ATM Program was to terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reached the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) November 27, 2023.

 

On November 24, 2023, the Company entered into a new ATM Program which replaced the previous ATM program which expired on November 27, 2023 in accordance with its terms. Pursuant to the new ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of ATM Shares. The ATM Shares sold under the new ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares will be made pursuant to the terms of an equity distribution agreement dated November 24, 2023 (the "2023 Distribution Agreement"). Unless earlier terminated by the Company or the agents as permitted therein, the new ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024.

 

During the three months ended February 29, 2024, the Company issued 579,918 common shares under the ATM Program for gross proceeds of $771, with aggregate commissions paid to agents of $19.

 

9.2

Reserves

 

   

Restricted Shares
($)

   

Share Options
($)

   

Warrants
($)

   

Total
($)

 

Balance at November 30, 2022

    35       8,354       3,541       11,930  

Options exercised

    -       (107 )     -       (107 )

Restricted share rights vested

    (70 )     -       -       (70 )

Share-based compensation

    180       695       -       875  

Balance at February 28, 2023

    145       8,942       3,541       12,628  

Options exercised

    -       (698 )     -       (698 )

Restricted share rights vested

    (346 )     -       -       (346 )

Share-based compensation

    201       1,708       -       1,909  

Balance at November 30, 2023

    -       9,952       3,541       13,493  

Options exercised

    -       (1 )     -       (1 )

Restricted share rights vested

    (91 )     -       -       (91 )

Share-based compensation

    231       928       -       1,159  

Balance at February 29, 2024

    140       10,879       3,541       14,560  

 

11

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

9.3

Share Options

 

The Company's share option plan (the "Option Plan") was approved by the Board of Directors of the Company (the "Board") on January 28, 2011, and amended and restated on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022.  Pursuant to the terms of the Option Plan, the Board may designate directors, officers, employees and consultants of the Company, or any of its subsidiaries and employees of a person or company which provides services to the Company, or any of its subsidiaries is eligible to receive incentive share options ("Option(s)") to acquire such numbers of GoldMining Shares as the Board may determine, each Option so granted being for a term specified by the Board up to a maximum of five years from the date of grant.  The Options vest in accordance with the vesting schedule during the optionee's continual service with the Company. The maximum number of GoldMining Shares reserved for issuance of Options granted under the Option Plan at any time is 10% of the issued and outstanding GoldMining Shares in the capital of the Company.  The Option Plan, as amended and restated, was affirmed, ratified and approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 19, 2022. 

 

The following outlines movements of the Company's Options:

 

   

Number of

Options

   

Weighted

Average

Exercise Price

($)

 

Balance at November 30, 2022

    14,003,075       1.61  

Exercised(1)

    (272,000 )     1.28  

Cancelled/Forfeited

    (17,500 )     1.83  

Expired

    (163,000 )     1.23  

Balance at February 28, 2023

    13,550,575       1.63  

Granted

    3,700,000       1.10  

Exercised

    (2,105,000 )     0.88  

Expired

    (200,380 )     1.63  

Balance at November 30, 2023

    14,945,195       1.60  

Granted

    290,000       1.21  

Exercised(2)

    (2,500 )     0.78  

Expired

    (50,000 )     0.95  

Balance at February 29, 2024

    15,182,695       1.59  

 

 

(1)

During the three months ended February 28, 2023, the Company issued 272,000 common shares at weighted average trading prices of $1.55.

 

(2)

During the three months ended February 29, 2024, the Company issued 2,500 common shares at weighted average trading prices of $1.28.

 

12

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

   

Three months

ended

February 29,

2024

   

Three months

ended

February 28,

2023

 

Risk-free interest rate

    3.90 %     -  

Expected life (years)

    2.88       -  

Expected volatility

    51.18 %     -  

Expected dividend yield

    0.00 %     -  

Estimated forfeiture rate

    0.30 %     -  

 

A summary of Options outstanding and exercisable as of February 29, 2024, are as follows:

 

   

Options Outstanding

   

Options Exercisable

 

Exercise

Prices

 

Number of

Options

Outstanding

   

Weighted

Average

Exercise

Price

($)

   

Weighted

Average

Remaining

Contractual

Life

(years)

   

Number of

Options

Exercisable

   

Weighted

Average

Exercise

Price

($)

   

Weighted

Average

Remaining

Contractual

Life

(years)

 

$0.94 - $1.08

    2,082,000       1.05       0.47       2,082,000       1.05       0.47  

$1.09 - $1.59

    4,245,000       1.12       4.57       1,295,000       1.17       4.32  

$1.60 - $1.82

    4,083,000       1.60       3.73       3,046,625       1.60       3.73  

$1.83 - $2.00

    2,657,695       1.83       2.70       2,657,695       1.83       2.70  

$2.01 - $3.38

    2,115,000       2.77       1.77       2,115,000       2.77       1.77  
      15,182,695       1.59       3.07       11,196,320       1.72       2.58  

 

The fair value of the Options recognized as share-based compensation expense during the three months ended February 29, 2024, was $928 (three months ended February 28, 2023: $695), using the Black-Scholes option pricing model.

 

9.4

Restricted Share Rights

 

The Company's restricted share plan (the "RSP") was approved by the Board of Directors of the Company (the "Board") on November 27, 2018. Pursuant to the terms of the RSP, the Board may designate directors, senior officers, employees and consultants of the Company eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSP was approved by the Company's shareholders in accordance with its term at the Company's annual general meeting held on May 25, 2019.

 

The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR.  The Company expects to settle RSRs, upon vesting, through the issuance of common shares from treasury.

 

13

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

The following outlines movements of the Company's RSRs:

 

   

Number of

RSRs

   

Weighted Average

Value

($)

 

Balance at November 30, 2022

    229,426       1.61  

Vested

    (43,750 )     1.60  

Balance at February 28, 2023

    185,676       1.62  

Granted

    403,700       1.23  

Vested

    (222,846 )     1.55  

Balance as at November 30, 2023

    366,530       1.23  

Vested

    (74,375 )     1.23  

Balance at February 29, 2024

    292,155       1.23  

 

The fair value of the RSRs recognized as share-based compensation expense during the three months ended February 29, 2024 was $231 (three months ended February 28, 2023: $177).

 

10.

Non-Controlling Interests

 

10.1

U.S. GoldMining equity transactions

 

As at February 29, 2024, GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 79.7% of U.S. GoldMining's outstanding common shares and 122,490 U.S. GoldMining Warrants and has common management and a common director of GoldMining. The Company concluded that subsequent to U.S. GoldMining's Offering, it has control over U.S. GoldMining and as a result, continues to consolidate the entity. U.S. GoldMining's earnings and losses are included in GoldMining's consolidated statements of comprehensive income (loss), with net loss and comprehensive income (loss) attributable to U.S. GoldMining separately disclosed as being attributable to Non-Controlling Interests ("NCI"). The NCI in U.S. GoldMining's net assets is reflected in the consolidated statements of financial position and the consolidated statements of changes in equity. The NCI in these consolidated financial statements of $2,995 as at February 29, 2024 solely relates to U.S. GoldMining.

 

14

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

The following table shows the assets and liabilities of U.S. GoldMining:

 

   

February 29,

 
   

2024

 
   

($)

 

Assets

       

Cash and cash equivalents

    14,946  

Restricted cash

    118  

Prepaid expenses and deposits

    298  

Other receivables

    167  

Other assets

    37  

Land, property and equipment

    1,461  

Exploration and evaluation assets

    84  
      17,111  
         

Liabilities

       

Accounts payable and accrued liabilities

    621  

Income taxes payable

    7  

Withholdings taxes payable

    246  

Rehabilitation provisions

    423  

Lease liability

    184  
      1,481  

 

Refer to segmented information Note 13 for the breakdown of U.S. GoldMining's net loss.

 

The following table summarizes U.S. GoldMining's cash flow activities during the three months ended February 29, 2024:

 

   

For the three months ended

 
   

February 29,

 
   

2024

 
   

($)

 

Cash used in operating activities

    (555 )

Cash used in investing activities

    (3 )

Cash generated from financing activities

    32  
         

Effect of exchange rate changes on cash

    11  
         

Net increase in cash and cash equivalents and restricted cash

    (515 )

Cash and cash equivalents and restricted cash

       

Beginning of period

    15,579  

End of period

    15,064  

 

10.2

U.S. GoldMining Stock Options

 

On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). The purpose of the 2023 Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of U.S. GoldMining or its subsidiaries to remain in the service of U.S. GoldMining or its subsidiaries. The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards. The aggregate number of common shares issuable under the 2023 Incentive Plan in respect of awards shall not exceed 10% of the common shares issued and outstanding.

 

15

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

The following outlines the movements in U.S. GoldMining's stock options:

 

   

Number of

Options

   

Weighted

Average

Exercise Price

(US$)

 

Balance at February 28, 2023 and November 30, 2022

    -       -  

Granted

    82,500       10.00  

Balance at November 30, 2023

    82,500       10.00  

Granted

    99,050       10.00  

Balance at February 29, 2024

    181,550 (1)     10.00  

 

 

(1)

As at February 29, 2024, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 4.63 years.

 

The fair value of U.S. GoldMining stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   

Three months

ended

February 29,

2024

   

Three months

ended

February 28,

2023

 

Risk-free interest rate

    4.50 %     -  

Expected life (years)

    3.00       -  

Expected volatility(1)

    54.93 %     -  

Expected dividend yield

    0.00 %     -  

Estimated forfeiture rate

    0.00 %     -  

 

 

(1)

As there is limited trading history of U.S. GoldMining's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector U.S. GoldMining operates over a period similar to the expected life of the share options.

 

During the three months ended February 29, 2024, U.S. GoldMining recognized share-based compensation expense of $87 (three months ended February 28, 2023: $Nil) for share options granted by U.S. GoldMining.

 

10.3

U.S. GoldMining Restricted Shares

 

On September 23, 2022, U.S. GoldMining adopted an equity incentive plan (the "Legacy Incentive Plan"). The Legacy Incentive Plan provides for the grant of restricted stock awards. The purpose of the Legacy Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of U.S. GoldMining or its subsidiaries to remain in the service of U.S. GoldMining or its subsidiaries. The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards is 1,000,000 shares of common stock in U.S. GoldMining.

 

On September 23, 2022, U.S. GoldMining granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted Shares") of common stock under the Legacy Incentive Plan to certain of U.S. GoldMining's and GoldMining's executive officers, directors and consultants, the terms of which were amended on May 4, 2023.

 

16

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to U.S. GoldMining without the requirement of any further consideration. During the year ended November 30, 2023, performance conditions were met for 285,750 Restricted Shares which were released. As at February 29, 2024, 349,250 Restricted Shares remain outstanding, subject to certain performance conditions.

 

During the three months ended February 29, 2024, U.S. GoldMining recognized share-based compensation expense of $6 (three months ended February 28, 2023: $nil), related to U.S. GoldMining's Restricted Shares.

 

10.4

U.S. GoldMining Warrants

 

The following outlines the movements in U.S. GoldMining's common stock purchase warrants:

 

   

Number of

Warrants

   

Weighted Average

Exercise Price

(US$)

 

Balance at November 30, 2022

    -       -  

Common stock purchase warrants issued at the IPO

    2,000,000       13.00  

Exercised

    (258,708 )     13.00  

Balance at February 29, 2024 and November 30, 2023

    1,741,292 (1)     13.00  

 

(1)

As at February 29, 2024, outstanding U.S. GoldMining common stock purchase warrants have a weighted average remaining contractual life of 2.15 years.

 

11.

Financial Instruments

 

The Company's financial assets include cash and cash equivalents, restricted cash, other receivables, short-term investment, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

 

 

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

 

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.

 

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

 

The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term investments and long-term investments in common shares of equity securities are measured at fair value on a recurring basis and classified as Level 1 within the fair value hierarchy. The fair value of short-term and long-term investments is based on the quoted market price of the short-term and long-term investments. The fair value of warrants to purchase shares in NevGold were initially determined on a residual basis and subsequently measured using the Black-Scholes valuation model. The significant inputs used are readily available in public markets and therefore have been classified as level 2. Inputs used in the Black-Scholes model for the valuation of the warrants include risk-free interest rate, volatility, and dividend yield.

 

17

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

11.1

Financial Risk Management Objectives and Policies

 

The financial risk arising from the Company's operations are currency risk, interest rate risk, credit risk, liquidity risk and equity price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with the Company's financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

 

11.2

Currency Risk

 

The Company's operating expenses and acquisition costs are denominated in United States dollars, the Brazilian Real, the Colombian Peso and Canadian dollars. The exposure to exchange rate fluctuations arises mainly on foreign currencies against the Company and its subsidiaries functional currencies. The Company has not entered into any derivative instruments to manage foreign exchange fluctuations; however, management monitors foreign exchange exposure.

 

The Canadian dollar equivalents of the Company's foreign currency denominated monetary assets are as follows:

 

   

As at February 29,

   

As at November 30,

 
   

2024

   

2023

 
   

($)

   

($)

 

Assets

               

United States Dollar

    63,723       60,652  

Brazilian Real

    27       30  

Colombian Peso

    204       546  

Total

    63,954       61,228  

 

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $591.

 

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 29, 2024 would have an impact, net of tax, of approximately $4,199 on other comprehensive income for the three months ended February 29, 2024. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at February 29, 2024 would have an impact of $1,459 on net loss for the three months ended February 29, 2024.

 

11.3

Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in interest rates. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and cash equivalents, restricted cash, term deposits and lease liabilities, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents, restricted cash and lease liabilities are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

 

11.4

Credit Risk

 

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances.

 

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors its financial institutions.

 

18

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

11.5

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities.  To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations.  As at February 29, 2024, the Company has working capital (current assets less current liabilities) of $16,359.  The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $15,064 and other assets of $2,047 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 10.1).

 

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company owns 9.88 million shares and 0.12 million warrants of NASDAQ listed U.S. GoldMining (closing share and warrant trading prices as of February 29, 2024 of US$5.27 and US$1.46, respectively, with a fair value of $70.9 million (US$52.2 million)), 21.53 million shares of NYSE listed Gold Royalty Corp. (closing share price as of February 29, 2024 of US$1.66 reflects a fair value of $48.5 million (US$35.7 million)) and 26.67 million shares of NevGold (fair value of $8.0 million). GoldMining believes that its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC and NevGold shares and access to its ATM Program will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.  

 

11.6

Equity Price Risk

 

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at February 29, 2024, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $4,199 on other comprehensive loss for the three months ended February 29, 2024.

 

12.

Related Party Transactions

 

12.1

Related Party Transactions

 

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

 

 

During the three months ended February 29, 2024, the Company incurred $138 (three months ended February 28, 2023: $11) in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of one of the Company's Co-Chairmen. As at February 29, 2024, prepaid expenses includes $96 (November 30, 2023: $230) in service fees paid to Blender Media.

 

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 29, 2024, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

 

19

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

12.2

Transactions with Key Management Personnel

 

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three months ended February 29, 2024:

 

   

For the three months ended

 
   

February 29,

   

February 28,

 
   

2024

   

2023

 
   

($)

   

($)

 

Management fees

    48       44  

Director and officer fees

    120       97  

Share-based compensation

    698       487  

Total

    866       628  

 

As at February 29, 2024, $26 was payable to key management personnel for services provided to the Company (November 30, 2023: $239). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

 

13.

Segmented Information

 

The Company conducts its business in the acquisition, exploration and development of mineral properties as two operating segments, with U.S. GoldMining being one distinct operating segment, and all other subsidiaries, or "Others" being the second operating segment. As the Company's comparatives disclose it conducted its business as a single operating segment, the comparatives have changed to reflect the Company's two operating segments. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru.

 

The Company's total non-current assets, total liabilities and operating loss by geographical location are detailed below:

 

   

Total non-current assets

 
   

As at February 29,

   

As at November 30,

 
   

2024

   

2023

 
   

($)

   

($)

 

Canada

    65,737       59,488  

Colombia

    30,398       30,139  

Brazil

    13,893       13,977  

Peru

    7,144       7,135  

United States

    2,365       2,412  

Total

    119,537       113,151  

 

20

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

   

Total operating loss (income)

 
   

For the three months ended

 
   

February 29, 2024

   

February 28, 2023

 
   

($)

   

($)

 

Canada

    3,936       3,130  

Colombia

    385       403  

Brazil

    326       208  

Peru

    7       4  

United States

    (2,280 )     (11 )

Total

    2,374       3,734  

 

The Company's total assets, total liabilities, operating loss and net loss for its two operating segments U.S GoldMining and others are detailed below:

 

   

Total assets

   

Total liabilities

 
   

As at February 29,

   

As at November 30,

   

As at February 29,

   

As at November 30,

 
   

2024

   

2023

   

2024

   

2023

 
   

($)

   

($)

   

($)

   

($)

 

U.S. GoldMining(1)

    18,107       18,862       1,484       1,272  

Others(2)

    121,326       118,016       3,515       3,193  

Total

    139,433       136,878       4,999       4,465  

 

   

For the three months ended February 29, 2024

   

For the three months ended February 28, 2023

 
   

U.S. GoldMining(1)

   

Others(2)

   

Total

   

U.S. GoldMining(1)

   

Others(2)

   

Total

 
   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

 

Expenses

                                               

Consulting fees

    3       117       120       33       40       73  

Depreciation

    39       38       77       3       41       44  

Directors' fees, salaries and benefits

    116       405       521       43       366       409  

Exploration expenses

    336       379       715       174       425       599  

General and administrative

    443       1,493       1,936       97       1,581       1,678  

Professional fees

    230       254       484       753       437       1,190  

Share-based compensation

    93       1,159       1,252       3       872       875  

Share of loss on investment in associate

    -       401       401       -       -       -  

Share of loss on investment in joint venture

    -       68       68       -       -       -  

Recovery on the receipt of mineral property option payments

    -       (3,200 )     (3,200 )     -       (1,134 )     (1,134 )
      1,260       1,114       2,374       1,106       2,628       3,734  

Operating loss

    (1,260 )     (1,114 )     (2,374 )     (1,106 )     (2,628 )     (3,734 )
                                                 

Other items

                                               

Dividend income

    -       -       -       -       287       287  

Unrealized loss on long-term investments

    -       (10 )     (10 )     -       (25 )     (25 )

Gain (loss) on modification of margin loan

    -       -       -       -       (130 )     (130 )

Interest income

    197       35       232       -       86       86  

Other income

    -       15       15       -       -       -  

Accretion of rehabilitation provisions

    (4 )     (5 )     (9 )     (3 )     (6 )     (9 )

Financing costs

    (5 )     (4 )     (9 )     -       (514 )     (514 )

Net foreign exchange gain (loss)

    -       (9 )     (9 )     7       (102 )     (95 )

Net loss for the year before taxes

    (1,072 )     (1,092 )     (2,164 )     (1,102 )     (3,032 )     (4,134 )

Current income tax expense

    -       (1,768 )     (1,768 )     -       -       -  

Deferred income tax recovery (expense)

    -       1,153       1,153       -       (1,978 )     (1,978 )

Net loss for the period

    (1,072 )     (1,707 )     (2,779 )     (1,102 )     (5,010 )     (6,112 )

 

(1)

Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc.

(2)

Others consists of GoldMining Inc. and all of its subsidiaries but not including U.S. GoldMining Inc. and US GoldMining Canada.

 

21

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

14.

Commitments

 

Boa Vista Joint Venture Project

 

The Company holds an 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands, holds the rights to the Boa Vista Gold Project (the "Boa Vista Project") located in Pará State, Brazil.

 

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and a further 1.5% net smelter return royalty is payable by BVG to Majestic if Majestic's holdings in BVG drop below 10%.

 

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3,620,000 in September 2018 to the counterparty thereunder. In May 2019, GT renegotiated the terms of the mineral rights agreement with respect to the aforementioned payment. As a result of the amended terms of the mineral rights agreement, GT paid R$400,000 in May 2019 to the counterparty and a further R$3,220,000 ($832) was due in December 2022.

 

In December 2023, the parties signed an amendment to the existing mineral rights acquisition agreement (the "Amended Agreement"). Under the amended terms, GT paid R$220,000 ($61) in December 2023 to maintain the option to acquire 100% of the Boa Vista Project mineral rights. The due date to pay the remaining balance of R$3,000,000 ($820) (the "Final Payment") is now June 30, 2024. GT can extend the option to make the Final Payment for an additional year on an annual basis by paying a fixed rate of 7% of the remaining balance on or before June 30 of each year. A bonus payment of US$1,500,000 has been included in the Amended Agreement if GT defines NI 43-101 compliant proven and probable gold reserves in excess of three million gold ounces. The bonus payment will be due within 30 days of the commencement of mine production, which is defined as three consecutive months of extracting and selling 50,000 ounces of gold per month. If GT fails to make such payments, subject to a cure period, the counterparty may seek to terminate the agreement and the mineral rights that are the subject of the agreement will be returned to the counterparty.

 

Surubim Project

 

Altoro Agreement– Surubim Property

 

Pursuant to an option agreement between the Company's subsidiary and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, the Company's subsidiary was granted the option to acquire certain exploration licenses for aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon the National Mining Agency (Agência Nacional de Mineração or ANM) granting a mining concession over certain exploration concessions.

 

La Mina Project

 

The La Mina Gold-Copper Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into one single concession. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

 

In addition, pursuant to an agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020 and September 27, 2022, the Company can acquire surface rights over a portion of the La Garrucha concession by making the following remaining payment:

 

 

US$162,500 in May 2024.

 

In addition to the aforementioned agreements, as of February 29, 2024, the Company is currently renting or leasing various offices and storage spaces located in Canada, Brazil, Colombia and Peru.

 

22

 

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)
logosmall01.jpg

 

Future rental payments for these commitments are as follows:

 

   

Amount

($)

 

Due within 1 year

    150  

1 – 3 years

    168  

3 – 5 years

    131  

More than 5 years

    -  

Total

    449 (1)

 

(1)

Includes $20 related to low value assets, $50 related to short-term leases and $379 related to non-lease components of operating leases on the date of initial application.

 

The Company's commitments related to long-term leases at the date of initial application, that do not relate to low value assets or non-lease components of operating leases, are disclosed as lease liabilities.

 

15.

Subsequent Events

 

Subsequent to February 29, 2024, the Company had sales of 2,558,000 ATM Shares under the ATM Program for gross proceeds of approximately $2.9 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.1 million.

 

23
EX-99.2 3 ex_653326.htm EXHIBIT 99.2 ex_651868.htm

Exhibit 99.2

 

 

 

 

 

logolarge01.jpg

 

 

 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024

 

(Expressed in Canadian dollars unless otherwise stated)

 

 

April 12, 2024

 

 

 

 

 







 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

General

 

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the three months ended February 29, 2024, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended February 29, 2024, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2023, copies of which are available under its profile at www.sedarplus.ca.

 

References in this MD&A to the "Company" mean "GoldMining Inc.", together with its subsidiaries, unless the context otherwise requires. Unless otherwise stated, references herein to "$" or "dollars" are to Canadian dollars, references to "US$" are to United States dollars and references to "R$" are to Brazilian Reals.

 

The Company's unaudited condensed consolidated interim financial statements for the three months ended February 29, 2024 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. Unless otherwise stated, all information contained in this MD&A is as of April 12, 2024.

 

Forward-looking Information

 

This document contains certain forward-looking information and forward-looking statements, as respectively defined under applicable Canadian and United States securities laws (collectively, "forward-looking statements"), including statements regarding the Company's: (i) future exploration and development plans; (ii) capital requirements and ability to obtain requisite financing; (iii) expectations respecting the receipt of necessary licences and permits, including obtaining extensions thereof; and (iv) strategy and future business plans. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "estimates", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should" or "will" be taken, occur or be achieved. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates including: (i) assumptions about general business and economic conditions; (ii) commodities prices; (iii) the ability of the Company to identify and execute on value enhancement opportunities such as joint ventures, option agreements and other divestitures; (iv) the availability of equity and other financing on reasonable terms or at all, including necessary financing to meet the Company's contractual obligations to maintain its property interests or exercise mineral property options; (v) the timing and ability to obtain requisite operational, environmental and other licences, permits and approvals, including extensions thereof; and (vi) the value of publicly traded securities held by the Company. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to: (i) the Company's limited operating history; (ii) general economic and market conditions; (iii) the Company may not being able to obtain necessary financing on acceptable terms or at all; (iv) any inability to identify or complete value enhancing transactions on acceptable terms or at all; (v) the Company losing or abandoning its property interests; (vi) the Company's properties being in the exploration stage and without known bodies of commercial ore; (vii) the Company being able to obtain or maintain all necessary permits, licences and approvals; (viii) environmental laws and regulations becoming more onerous; (ix) potential defects in title to the Company's properties; (x) fluctuating exchange rates; (xi) fluctuating commodities prices; (xii) operating hazards and other risks of the mining and exploration industry; (xiii) competition; potential inability to find suitable acquisition opportunities and/or complete the same; (xiv) fluctuations in the market price of publicly traded securities held by the Company; and (xv) other risks and uncertainties listed in the Company's public filings, including those set out under "Risk Factors" in the AIF.

 

These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities laws.

 

 

 

1

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Business Overview

 

The Company is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.

 

GoldMining's principal projects are currently its La Mina Gold Project and Titiribi Gold-Copper Project, located in the Department of Antioquia, Colombia, the São Jorge Gold Project, located in the State of Pará, Brazil and the Whistler Gold-Copper Project, located in Alaska, United States, held through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining").

 

In April 2023, U.S. GoldMining completed its initial public offering (the "U.S. GoldMining IPO") and listing on the NASDAQ Capital Market. The Company currently holds approximately 80% of the outstanding U.S. GoldMining Shares (as hereinafter defined). The Company also holds approximately 28% of the outstanding NevGold Shares (as of the date hereof). See "Recent Developments".

 

The Company's common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR".

 

The head office and principal address of the Company is Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.

 

Company Strategy

 

The Company's long-term growth strategy of acquiring and developing gold assets in the Americas is premised on a disciplined execution strategy of advancing the existing portfolio including pursuing partnerships and joint ventures, while also continuing to evaluate accretive acquisition opportunities and potential spin-outs and property divestiture opportunities.

 

Recent Developments

 

Successful Option Sale of Almaden Project and Strategic Investments in NevGold Corp.

 

On July 4, 2022, the Company entered into an option agreement (the "NevGold Option Agreement") with NevGold Corp ("NevGold") and its subsidiary, pursuant to which the Company's subsidiary granted NevGold's subsidiary an option to acquire 100% of the Almaden Project in consideration for 4,444,444 common shares of NevGold ("NevGold Shares").

 

In connection with the transaction, GoldMining agreed to, subject to certain conditions, purchase additional NevGold equity in an amount to the lesser of $1.25 million and 40% of the total gross proceeds raised by NevGold in certain qualifying financings announced prior to November 30, 2022. In connection therewith, on December 5, 2022, GoldMining acquired 2,976,000 units ("Units") of NevGold at a price of $0.42 per Unit in a brokered private placement, for a total purchase price of $1.25 million. Each Unit, consisted of one NevGold Share and one-half of one warrant (each whole warrant, a "Warrant") of NevGold. Each Warrant entitles the holder to purchase one NevGold Share at an exercise price of $0.60 until December 5, 2024.

 

On January 1, 2023, the Company's subsidiary received 3,658,536 NevGold Shares in satisfaction of a $1.5 million option payment under the NevGold Option Agreement. On July 13, 2023, the Company's subsidiary received 4,109,589 NevGold Shares in satisfaction of a $1.5 million option payment under the NevGold Option Agreement. On January 18, 2024, the Company's subsidiary received 10,000,000 NevGold Shares in satisfaction of a $3.0 million option payment under the NevGold Option Agreement. As a result, the Company completed the sale of the Almaden Project, which was renamed Nutmeg Mountain by NevGold, to a subsidiary of NevGold. Following this transaction, the Company is currently the largest shareholder of NevGold and beneficially owns and has control and direction over 26,670,250 NevGold Shares, representing approximately 28% of the outstanding NevGold Shares (as of date hereof). Additional success-based contingent payments totalling up to $7.5 million remain under the NevGold Option Agreement.

 

2

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

At-the-Market Equity Program

 

On November 24, 2023, the Company renewed its at-the-market equity program (the "ATM Program") by entering into an equity distribution agreement (the "2023 Distribution Agreement") with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Canaccord Genuity Corp., Canaccord Genuity LLC, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC (collectively, the "Agents"). Pursuant to the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares"). The ATM Shares sold under the ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares will be made pursuant to the terms of the "2023 Distribution Agreement". Unless earlier terminated by the Company or the agents as permitted therein, the ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024.

 

During the three months ended February 29, 2024, the Company issued a total of 579,918 ATM Shares under the ATM Program for gross proceeds of $0.8 million. Aggregate gross proceeds raised over the three months ended February 29, 2024, were approximately $0.5 million on the TSX (net proceeds $0.48 million) and US$0.2 million on the NYSE American (net proceeds US$0.2 million), and the Agents were paid aggregate commissions on such sales of approximately $0.01 million and US$0.01 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

 

Subsequent to February 29, 2024, the Company sold an additional 2,558,000 ATM Shares under the ATM Program for gross proceeds of approximately $2.9 million. Aggregate gross proceeds raised were $nil on the TSX (representing net proceeds of $nil and US$2.1 million on the NYSE American (representing net proceeds of US$2.1 million), and the Agents were paid aggregate commissions on such sales of $nil and US$0.05 million.

 

Update on Material Properties

 

The Company is currently in the process of identifying and planning additional work relating to its projects with the goal of directing resources to enhance value at prioritized projects (the "Strategic Review Process"). To date, pursuant to this Strategic Review Process, the Company has identified additional studies and reports to be completed at certain of its properties as detailed below. Such work may include undertaking additional studies, economic assessments and exploration and development work.

 

The Company currently plans to continue to maintain each of its existing projects in good standing.

 

La Mina Gold-Copper Project

 

During the three months ended February 29, 2024, the Company incurred $0.03 million of expenditures on the La Mina Gold-Copper Project, which included expenditures for camp maintenance, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments.

 

São Jorge Gold Project

 

During the three months ended February 29, 2024, the Company incurred $0.1 million of expenditures on the São Jorge Project. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services and expenditures for camp maintenance costs.

 

3

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

A review of the geological and resource models for the deposit continues to integrate new information obtained from the core sampling program that was completed in 2022, as well as some localized and active soil sampling programs. This new information will assist in better constraining the geological and resource model for the deposit and help identify additional exploration targets. The Company has completed a program with third party consultants to compile and interpret an existing database of geophysical surveys and data completed by previous operators. The geophysical targets selected from this review, and supported by geochemical soil anomalies for Au-Cu-Mo were presented in the Company's news release on November 29, 2023.

 

The Company remains active with a soil geochemical sampling program that is being used to better define anomalies identified within a large 12 km x 7 km geochemical footprint comprising elevated gold ± copper ± molybdenum surrounding the São Jorge deposit. The Company is currently evaluating a potential exploration program in 2024 to investigate numerous targets identified with geophysical and soil gold anomalies distributed throughout the property focusing within a five-kilometre radius of the existing São Jorge deposit. As of the date hereof, the Company has not finalized detailed exploration plans to further test targets identified.

 

In 2023 the Final Exploration Report for the license no.850.058/2002 was approved by the Brazilian National Mining Agency ("ANM") and the Company has acquired the right to apply for a Mining Concession. To complete the application the Company is required to prepare and file a PAE (Economic Assessment Plan) and initiate the environmental base line studies to apply for the Preliminary Environmental License. The Company notes that such an assessment plan does not constitute a preliminary economic assessment within the meaning of NI 43-101 and no production decision with respect to the project has been made to date. The Company has contracted independent consultants to proceed with the preparation of the PAE to be submitted in October 2024 to ANM.

 

As previously disclosed by the Company, with respect to the four exploration licenses represented by administrative proceedings Nos. 850.193/2017 to 850.196/2017 held by the Company, for which the first 3-year term has expired, the Company has submitted preliminary exploration reports and license renewal applications for an additional 3-year term to ANM. There is no assurance that such studies or reports will be accepted or that such renewal applications will be approved by ANM.

 

Whistler Gold-Copper Project

 

During the three months ended February 29, 2024, U.S. GoldMining incurred expenditures of $0.3 million on the Whistler gold-copper project (the "Whistler Project") which included consulting fees to vendors for geological and environmental work, permitting, regulatory and community stakeholder engagements and other technical services, and camp and airstrip maintenance costs.

 

After completing the U.S. GoldMining IPO, U.S. GoldMining disclosed that it intended to pursue planned exploration activities including core drilling and other exploration and related activities at the Whistler Project. Permits were received on September 22, 2022, and amended to incorporate additional activities on July 7, 2023. Summer 2023 exploration season activities started with renovation of the Whistler camp during June to July 2023, in preparation for the drilling program which was conducted from mid-August to mid-November 2023.

 

U.S. GoldMining's planned exploration programs over the 2023 and 2024 summer field seasons consists of up to 10,000-meters of core drilling, which is reduced from the initial target of 15,000 meters drilling, in order to allow U.S. GoldMining to determine actual costs of drilling while it re-establishes field operations. Additional surface exploration may include soil geochemical sampling and geophysical surveying, geological data processing and interpretation, and collection of mine planning and mineral processing information including metallurgical, geotechnical and hydrogeological data. Environmental baseline data collection, as well as heritage land use studies were initiated in 2023, with on-ground archaeological surveys expected to be initiated in 2024 or 2025. U.S. GoldMining has also engaged in stakeholder consultation with respect to both the present exploration activity and the potential future mine development of the Whistler Project.

 

On August 21, 2023, U.S. GoldMining announced the commencement of the 2023 Phase 1 Drilling Program (the "2023 Program") at the Whistler gold-copper project. Phase 1 of the 2023 Program comprised up to an initial 5,000 meters of the budgeted and fully funded 10,000-meter drilling program. Four confirmatory drill holes were completed for a total of 2,234 meters by mid-November, at which time the Program was paused for winter break.

 

4

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

On January 16, 2024, U.S. GoldMining announced initial results from the 2023 Program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit and included the best intercept of continuous mineralization intersected in drilling at the Whistler Project to date. U.S. GoldMining plans to re-commence the remainder of an up to 10,000 meter drilling program at the Whistler Project at the start of the 2024 field season. Please refer to U.S. GoldMining's news release dated January 16, 2024 for further information.

 

Titiribi Gold-Copper Project

 

During the three months ended February 29, 2024, the Company incurred $0.1 million of expenditures on the Titiribi gold-copper project (the "Titiribi Project"), which included expenditures for camp maintenance costs, payroll and personnel expenses, surface rights lease payments as well as initiating a geotechnical study to better determine the physical characteristics of rock and soil at the Titiribi Project. The Titiribi Project remains in good standing. The Company had initially proposed a work program which included a drill program to be completed in 2022, however, the program has received approval for deferral from Antioquia's Secretary of Mines. A deferral of this program was submitted as a result of restrictions due to the COVID-19 pandemic, as well as recent proceedings of the local municipality, described in further detail below, which was granted and extends the deferral to April 2024. With the granting of the deferral, the Company has re-evaluated the initially planned work program to now include a geotechnical study to better determine the physical characteristics of rock and soil at the Titiribi Project. In January 2024, the Company submitted details of a work program in compliance with the program that was deferred from 2022.

 

In August 2021, the Municipal Council of Titiribi issued a Territorial Ordinance Scheme which prohibits mining and mineral exploitation activities in the municipality. Similar actions have been made by the Municipal Council of Titiribi in the past, which were successfully challenged in 2017 and 2018. At present, the Territorial Ordinance Scheme is not impacting the Company's present activities and status to maintain the Titiribi Project as the situation in the Municipality of Titiribi, Colombia, continues to evolve. The Company plans to take appropriate action to appeal the Municipality's actions when required by its exploration and development plans. It expects that any such challenge by the Company would be on the same basis as its prior successful challenge of similar Municipal actions in the past. No proceedings have been commenced at this time.

 

Other Investments

 

Gold Royalty Corp.

 

As at February 29, 2024, the Company owned 21,533,125 shares of NYSE American listed, Gold Royalty Corp. ("GRC"). The shares owned by the Company had a fair value of $48.5 million (US$35.7 million) at February 29, 2024.

 

During the three months ended February 29, 2024, the Company acquired 100,000 GRC common shares for $0.2 million including transaction costs, through open market purchases over the facilities of the NYSE American.

 

NevGold Corp.

 

As of February 29, 2024, the Company owned 26,670,250 NevGold Shares, which had a fair value of $8.0 million at February 29, 2024. Additionally, the Company owns Warrants convertible into 1,488,100 NevGold Shares at a price of $0.60 per NevGold Share until December 5, 2024. As the Company has significant influence over NevGold, it accounts for its ownership in NevGold using the equity method. See "Company Overview – Recent Developments".

 

U.S. GoldMining

 

As at February 29, 2024, the Company owned 9,878,261 U.S. GoldMining Shares, or approximately 79.7% of U.S. GoldMining's outstanding common shares and 122,490 warrants to purchase U.S. GoldMining Shares. The shares and warrants owned by the Company had a market value of $70.9 million (US$52.2 million) based on the price of such securities quoted on NASDAQ at February 29, 2024.

 

5

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

The Company controls U.S. GoldMining and consolidates the assets of U.S. GoldMining in its Statements of Financial Position, and therefore, the market value of the securities is not reflected in the Company's financial statements.

 

The following table shows the assets and liabilities of U.S. GoldMining:

 

   

February 29,

 
   

2024

 

(in thousands of dollars)

 

($)

 

Assets

       

Cash and cash equivalents

    14,946  

Restricted cash

    118  

Prepaid expenses and deposits

    298  

Other receivables

    167  

Other assets

    37  

Land, property and equipment

    1,461  

Exploration and evaluation assets

    84  
      17,111  
         

Liabilities

       

Accounts payable and accrued liabilities

    621  

Income taxes payable

    7  

Withholdings taxes payable

    246  

Rehabilitation provisions

    423  

Lease liability

    184  
      1,481  

 

Results of Operations

 

Three Months Ended February 29, 2024, Compared to the Three Months Ended February 28, 2023

 

Selected Operating Results

 

U.S. GoldMining(1)

           

Others(2)

                   

Consolidated

         
   

For the three months ended

   

For the three months ended

   

For the three months ended

 
   

February 29,

   

February 28,

           

February 29,

   

February 28,

           

February 29,

   

February 28,

         

(in millions of dollars)

 

2024
($)

   

2023
($)

   

Change
($)

   

2024
($)

   

2023
($)

   

Change
($)

   

2024
($)

   

2023
($)

   

Change
($)

 

Operating loss

    1.3       1.1       0.2       1.1       2.7       (1.6 )     2.4       3.8       (1.4 )

Directors' fees, salaries and benefits

    0.1       -       0.1       0.4       0.4       -       0.5       0.4       0.1  

Exploration expenses

    0.3       0.2       0.1       0.4       0.4       -       0.7       0.6       0.1  

General and administrative expenses

    0.4       0.1       0.3       1.5       1.6       (0.1 )     1.9       1.7       0.2  

Professional fees

    0.2       0.8       (0.6 )     0.3       0.4       (0.1 )     0.5       1.2       (0.7 )

Share-based compensation

    0.1       -       0.1       1.2       0.9       0.3       1.3       0.9       0.4  

Share of loss on investment in associate

    -       -       -       0.4       -       0.4       0.4       -       0.4  

Recovery on receipt of mineral property option payments

    -       -       -       (3.2 )     (1.1 )     (2.1 )     (3.2 )     (1.1 )     (2.1 )

Dividend income

    -       -       -       -       (0.3 )     0.3       -       (0.3 )     0.3  

Financing costs

    -       -       -       -       0.5       (0.5 )     -       0.5       (0.5 )

Current income tax expense

    -       -       -       1.8       -       1.8       1.8       -       1.8  

Deferred income tax expense (recovery)

    -       -       -       (1.2 )     2.0       (3.2 )     (1.2 )     2.0       (3.2 )

Net loss

    1.1       1.1       -       1.7       5.0       (3.3 )     2.8       6.1       (3.3 )

 

(1)

Consists of U.S. GoldMining and its wholly owned subsidiary US GoldMining Canada Inc.

(2)

Others consists of the Company and all of its subsidiaries but not including U.S. GoldMining and US GoldMining Canada.

 

For the three months ended February 29, 2024, the Company had an operating loss of $2.4 million, compared to an operating loss of $3.8 million for the same period of 2023. The decrease in operating loss was primarily the result of a recovery on receipt of mineral property option payments paid in NevGold Shares of $3.2 million, compared to $1.1 million in the same period of 2023, and decreases in professional fees, partially offset by greater activity in U.S. GoldMining and increased general and administrative expenses, share-based compensation and share of loss in associate.

 

6

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

General and administrative expenses were $1.9 million in the three months ended February 29, 2024, compared to $1.7 million in the three months ended February 28, 2023. The increase was the result of greater activity related to U.S. GoldMining after the completion of its IPO.

 

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $0.5 million in the three months ended February 29, 2024, compared to $0.4 million in the three months ended February 28, 2023. The increase was primarily due to hiring of additional staff.

 

Exploration expenses were $0.7 million in the three months ended February 29, 2024, compared to $0.6 million in the three months ended February 28, 2023. The increase was primarily due to increases in exploration expenditures associated with U.S. GoldMining's Whistler Project and increased exploration expenditures at the São Jorge and Yarumalito Projects, offset by a decrease in expenditures on the La Mina Project.

 

Exploration expenditures on a project basis for the periods indicated were as follows:

 

   

For the three months ended

 
   

February 29,

   

February 28,

 
   

2024

   

2023

 

(in thousands of dollars)

 

($)

   

($)

 

Whistler

    336       174  

Yarumalito

    133       30  

São Jorge

    123       50  

Titiribi

    70       59  

La Mina

    33       244  

Rea

    9       5  

Cachoeira

    6       19  

Crucero

    3       1  

Yellowknife

    2       16  

Other Exploration Expenses

    -       1  

Total

    715       599  

 

Non-cash share-based compensation expenses were $1.3 million in the three months ended February 29, 2024, compared to $0.9 million in the three months ended February 28, 2023.  The increase was primarily the result of a higher number of options granted during the three months ended February 29, 2024 and share-based compensation recorded by U.S. GoldMining, compared to the three months ended February 28, 2023. Share-based compensation for the three months ended February 29, 2024 includes $0.1 million recorded by U.S. GoldMining with respect to the vesting of stock options and performance based restricted U.S. GoldMining Shares, compared to $nil in the three months ended February 28, 2023. During the three months ended February 29, 2024, options were granted to consultants of the Company which had a weighted average exercise price of $1.21 per GoldMining Share and were valid for a weighted average period of 5 years from their grant dates (three months ended February 28, 2023: no options granted).

 

Professional fees were $0.5 million in the three months ended February 29, 2024, compared to $1.2 million in the three months ended February 28, 2023. The decrease was primarily the result of decreased legal, accounting, tax and advisory services, associated with the launch of the IPO of U.S. GoldMining in the comparative period.

 

7

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Dividend income was $nil in the three months ended February 29, 2024, compared to $0.3 million in the three months ended February 28, 2023. Dividend income in the prior period was comprised of the quarterly cash dividends paid by GRC.

 

Financing costs were $0.0 million in the three months ended February 29, 2024, compared to $0.5 million in the three months ended February 28, 2023 as a result of repayment of the Company's margin loan facility in August 2023.

 

For the three months ended February 29, 2024, the Company recognized a current income tax expense of $1.8 million, compared to $nil for the three months ended February 28, 2023. The current income tax expense resulted from the completion of the sale of the Almaden Project to a subsidiary of NevGold.

 

For the three months ended February 29, 2024, the Company recognized a deferred income tax recovery of $1.2 million, compared to a deferred income tax expense of $2.0 million for the three months ended February 28, 2023. The deferred tax recovery during the three months ended February 29, 2024 resulted from reclassifying the deferred tax liability pertaining to the Option Agreement to current on completion of the disposal of the Almaden Project and the remeasurement of common shares of GRC at fair value during the three months ended February 29, 2024.

 

For the three months ended February 29, 2024, the Company recorded an unrealized gain on revaluation of long-term investments of $3.3 million in other comprehensive income, compared to an unrealized loss of $13.3 million for the three months ended February 28, 2023, as a result of an increase in the fair value of its long-term investments. The unrealized gain during the three months ended February 29, 2024 and unrealized loss during the three months ended February 28, 2023 were offset by a deferred income tax expense of $0.4 million and a deferred income tax recovery of $1.8 million respectively, during these periods. The long-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

 

During the three months ended February 29, 2024, the Company's net loss was $2.8 million, or $0.01 per share on a basic and diluted basis, of which net loss of $2.6 million was attributable to shareholders of the Company and a net loss of $0.2 million was attributable to non-controlling interests, compared to net loss of $6.1 million during the three months ended February 28, 2023, or $0.04 per share on a basic and diluted basis.

 

Use of Proceeds from the U.S. GoldMining IPO

 

The following table sets out a comparison of how U.S. GoldMining has utilized the net proceeds realized under the IPO in comparison to the estimated use of proceeds disclosed by U.S. GoldMining in its prospectus (the "IPO Prospectus"). The information therein is presented as of February 29, 2024:

 

   

Estimated Use of Proceeds

   

Actual Use of Proceeds

 
   

(US$)

   

(US$)

 

Exploration and development activities on Whistler Project, including infill and exploration drilling, metallurgical sampling, economic studies and consultation

    6,220,000       4,534,000  

Permitting and Reporting

    1,175,000       591,000  

Repayment of current liabilities, including advance from GoldMining(1)

    2,381,000       1,759,000  

General and administrative expenses

    3,240,000       2,969,000  

Other general working capital purposes

    4,284,000       981,000  

Total

    17,300,000       10,834,000  

 

Notes:

(1)

Before U.S. GoldMining's IPO, its liquidity needs were met through funding provided by GoldMining. Upon completion of the IPO, U.S. GoldMining utilized a portion of the proceeds to repay such advances.

 

8

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Actual use of proceeds for exploration and development activities at the Whistler Project as of February 29, 2024 was $6.1 million (US$4.5 million), compared to $8.4 million (US$6.2 million) estimated as at April 19, 2023 in the IPO Prospectus. The proceeds used to date primarily relate to our confirmatory work program at the Whistler Project, which commenced in 2023. Actual use of proceeds for permitting and reporting was $0.8 million (US$0.6 million), compared to $1.6 million (US$1.2 million) estimated as at April 19, 2023 in the IPO Prospectus. The proceeds used to date primarily relate to planned permitting and reporting activities which have yet to commence. Actual use of proceeds for repayment of liabilities was $2.4 million (US$1.8 million), compared to $3.2 million (US$2.4 million) estimated at April 19, 2023 in the IPO Prospectus. The difference was primarily related to actual IPO-related expenditures being less than initially estimated. Actual use of proceeds for general and administrative expenses was $4.0 million (US$3.0 million), compared to $4.4 million (US$3.2 million) estimated at April 19, 2023 in the IPO Prospectus. The proceeds used to date primarily relate to actual general and administrative expenditures, and the difference is due to budgeted general and administrative expenditures for future activities, which have yet to be incurred. Actual use of proceeds for general working capital was $1.3 million (US$1.0 million) compared to $5.8 million (US$4.3 million) estimated at April 19, 2023 in the IPO Prospectus. The proceeds used to date primarily relate to the construction of camp structures and purchase of equipment. The difference is due to budgeted future activities, which have yet to be performed.

 

Summary of Quarterly Results

 

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated. The Company did not receive any revenues during such periods.

 

For the quarter ended

         

Basic

   

Diluted

 
   

Net loss

   

net loss per share

   

net loss per share

 

(in thousands of dollars, except per share amounts)

 

($)

   

($)

   

($)

 

February 29, 2024

    (2,779 )     (0.01 )     (0.01 )

November 30, 2023

    (7,639 )     (0.04 )     (0.04 )

August 31, 2023

    (9,624 )     (0.05 )     (0.05 )

May 31, 2023

    (7,074 )     (0.04 )     (0.04 )

February 28, 2023

    (6,112 )     (0.04 )     (0.04 )

November 30, 2022

    (4,385 )     (0.03 )     (0.03 )

August 31, 2022

    (2,878 )     (0.02 )     (0.02 )

May 31, 2022

    (2,863 )     (0.02 )     (0.02 )

 

The Company's fluctuations in net loss from quarter to quarter were mainly related to changes in exploration, permitting and licensing work as well as corporate activities conducted during the respective periods. During the three months ended February 29, 2024, net loss was lower as a result of recovery on the receipt of mineral property option payments. During the three months ended November 30, 2023 and the three months ended August 31, 2023, net loss was higher as a result of U.S. GoldMining's exploration program and other activities. During the three months ended May 31, 2023, and the three months ended February 28, 2023, net loss was higher compared to other quarters as a result of increased activities and expenses associated with preparations for the U.S. GoldMining IPO and a higher deferred tax expense, primarily associated with the Company's long-term investments. During the three months ended November 30, 2022, net loss was higher compared to other quarters as a result of increased activities and expenses associated with preparations for the U.S. GoldMining IPO and increased share-based compensation. During the three months ended August 31, 2022, net loss was lower as a result of recovery on the receipt of mineral property option payments.

 

9

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Liquidity and Capital Resources

 

The following table sets forth selected information regarding the Company's financial position for the periods indicated on a consolidated basis and includes the assets and liabilities of U.S. GoldMining as disclosed above under "Other Investments". Cash and cash equivalents and restricted cash of $15.1 million and other assets of $2.0 million held by U.S. GoldMining are solely for the operations of U.S. GoldMining and are not available for use by GoldMining or other subsidiaries of GoldMining.

 

   

As at February 29,

   

As at November 30,

 
   

2024

   

2023

 
(in thousands of dollars)  

($)

   

($)

 

Cash and cash equivalents

    18,070       21,589  

Working capital

    16,359       21,383  

Long-term investments

    48,538       45,080  

Total assets

    139,433       136,878  

Total current liabilities

    3,537       2,344  

Accounts payable and accrued liabilities

    1,373       1,757  

Total non-current liabilities

    1,462       2,121  

Shareholders' equity

    131,439       129,243  

Non-controlling interests

    2,995       3,170  

 

Capital resources of the Company consist primarily of cash, liquid short-term investments, long-term investments and shares held in NevGold, which are accounted for as an investment in associate. As of February 29, 2024, the Company had cash and cash equivalents totalling $18.1 million compared to $21.6 million at November 30, 2023, and $1.8 million in other current assets compared to $2.1 million at November 30, 2023. This includes cash and cash equivalents held by U.S. GoldMining of $14.9 million compared to $15.5 million at November 30, 2023, and $2.2 million in other assets held by U.S. GoldMining compared to $2.4 million at November 30, 2023.

 

The decrease in cash and cash equivalents was primarily the result of operating expenditures offset by cash proceeds from the ATM Program during the quarter ended February 29, 2024. As of February 29, 2024, the Company had long-term investments of $48.5 million compared to $45.1 million as at November 30, 2023, and held NevGold Shares with a fair value of $8.0 million as at February 29, 2024 compared to $5.3 million as at November 30, 2023. The increase in the value of long-term investments was primarily the result of an increase in the market price of GRC shares held by the Company. The increase in the fair value of NevGold Shares was primarily the result of the receipt of a $3.2 million mineral property option payment paid in NevGold Shares.

 

The Company had accounts payable and accrued liabilities of $1.4 million as of February 29, 2024, compared to $1.8 million at November 30, 2023. As of February 29, 2024, the Company had working capital (current assets less current liabilities) of $16.4 million compared to $21.4 million at November 30, 2023. As of February 29, 2024, U.S. GoldMining had working capital of $14.7 million compared to $15.6 million at November 30, 2023.

 

In addition to planned work programs described under "Update on Material Properties", certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects are subject to certain ongoing agreements that require additional payments by the Company and, in order to maintain its properties in good standing, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, licence application and extension fees and camp maintenance costs. Additional work on projects identified as part of the Strategic Review Process and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, including additional equity and/or debt financing. There can be no assurance that such additional financing will be available on acceptable terms or at all.

 

The Company believes that its cash on hand, holdings of publicly traded securities and its ATM Program will provide sufficient capital resources to meet the Company's obligations over the next 12 months. The Company's ability to meet its obligations and finance exploration and development activities over the long-term will depend on its ability to generate cash flow through the issuance of GoldMining Shares pursuant to equity financings and/or short-term or long-term loans and debt financings. The Company's growth and success is dependent on external sources of financing, which may not be available on acceptable terms or at all. Refer to "Liquidity Risk" below.

 

10

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Contractual Obligations

 

The following table summarizes the Company's contractual obligations as at February 29, 2024, including payments due for each of the next five years and thereafter.

 

 

Contractual Obligations

 

Payments Due by Period

 
 (in thousands of dollars)  

Total

($)

   

Less than 1 year

($)

   

1 – 3 years

($)

   

3 – 5 years

($)

   

After 5 years

($)

 

Office and Storage Leases

    926       256       374       296       -  

Land Access Agreement

    10       10       -       -       -  

Total Contractual Obligations

    936       266       374       296       -  

 

General and Administrative

 

The Company is currently renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $0.9 million. These leased facilities include those of U.S. GoldMining.

 

Commitments

 

Boa Vista Joint Venture Project

 

The Company holds an 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands that holds the rights to the Boa Vista Gold Project (the "Boa Vista Project") located in Pará State, Brazil.

 

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and in the event Majestic's interest in BVG falls below 10% Majestic's interest will be converted to a 1.5% net smelter return royalty payable by BVG to Majestic.

 

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3.62 million in September 2018 to the counterparty thereunder. In May 2019, GT renegotiated the terms of the mineral rights agreement with respect to the aforementioned payment. As a result of the amended terms of the mineral rights agreement, GT paid R$0.40 million ($0.14 million) in May 2019 to the counterparty and a further R$3.22 million ($0.89 million) was due in December 2022.

 

In December 2023, the parties signed an amendment to the existing mineral rights acquisition agreement (the "Amended Agreement"). Under the amended terms, GT paid R$0.22 million ($0.06M) in December 2023 to maintain the option to acquire 100% of the Boa Vista Project mineral rights. The due date to pay the remaining balance of R$3.0 million ($0.83 million) (the "Final Payment") is now June 30, 2024. GT can extend the option to make the Final Payment for an additional year on an annual basis by paying a fixed rate of 7% of the remaining balance on or before June 30 of each year. A bonus payment of US$1,500,000 has been included in the Amended Agreement if GT defines NI 43-101 compliant proven and probable gold reserves in excess of three million gold ounces. The bonus payment will be due within 30 days of the commencement of mine production, which is defined as three consecutive months of extracting and selling 50,000 ounces of gold per month. If GT fails to make such payments, subject to a cure period, the counterparty may seek to terminate the agreement and the mineral rights that are the subject of the agreement will be returned to the counterparty.

 

11

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Surubim Project

 

Altoro Agreement – Surubim Property

 

Pursuant to an option agreement between the Company's subsidiary and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, the Company's subsidiary was granted the option to acquire certain exploration licenses for aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon the National Mining Agency (Agência Nacional de Mineração or ANM) granting a mining concession over certain exploration concessions.

 

La Mina Project

 

The La Mina Gold-Copper Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into one single concession. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

 

 

In addition, pursuant to an agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020 and September 27, 2022, the Company can acquire surface rights over a portion of the La Garrucha concession by making a payment of US$162,500 in May 2024.

 

Cash Flows

 

Operating Activities

 

Net cash used in operating activities during the three months ended February 29, 2024, was $3.7 million, compared to $3.9 million during the three months ended February 28, 2023. Significant operating expenditures during the current year included general and administrative expenses, directors' fees, salaries and benefits, professional fees and exploration expenditures. The decrease of net cash used in operating activities is primarily due to the Company's decrease in professional fees associated with the launch of the IPO of U.S. GoldMining in the comparative period.

 

Investing Activities

 

Net cash used in investing activities during the three months ended February 29, 2024 was $0.5 million, compared to $1.6 million during the three months ended February 28, 2023.  Net cash used in investing activities during the three months ended February 29, 2024 was primarily related to investment in joint venture of $0.1 million, compared to $nil during the three months ended February 28, 2023, purchase of securities in the amount of $0.2 million compared to $1.4 million during the three months ended February 28, 2023, and investments in exploration and evaluation assets as option payments of $0.2 million were made for the La Garrucha concession compared to $0.2 million during the three months ended February 28, 2023.

 

Financing Activities

 

Net cash provided by financing activities during the three months ended February 29, 2024, was $0.7 million, compared to $4.7 million during the three months ended February 28, 2023.  Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the three months ended February 29, 2024 in the amount of $0.8 million compared to $7.4 million during the three months ended February 28, 2023, exercise of options during the three months ended February 29, 2024 of $0.0 million compared to $0.3 million during the three months ended February 28, 2023, interest paid on the margin loan of $nil compared to $0.5 million during the three months ended February 28, 2023, and a principal repayment of margin loan in the amount of $nil compared to $2.5 million during the three months ended February 28, 2023.

 

12

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future affect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Transactions with Related Parties

 

Related Party Transactions

 

During the three months ended February 29, 2024, the Company incurred related party transactions of:

 

 

$0.1 million compared to $0.01 million for the three months ended February 28, 2023 in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of one of the Company's Co-Chairmen. As at February 29, 2024, prepaid expenses includes $0.1 million (November 30, 2023: $0.2 million) in service fees paid to Blender Media.

 

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 29, 2024, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

 

Transactions with Key Management Personnel

 

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three months ended February 29, 2024:

 

   

For the three months ended

 
   

February 29,

   

February 28,

 
   

2024

   

2023

 

(in thousands of dollars)

 

($)

   

($)

 

Management fees

    48       44  

Director and officer fees

    120       97  

Share-based compensation

    698       487  

Total

    866       628  

 

As at February 29, 2024, $0.03 million was payable to key management personnel for services provided to the Company (November 30, 2023: $0.2 million). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO").

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact our consolidated financial statements. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are as follows:

 

13

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Existence of impairment indicators for exploration and evaluation assets

 

In accordance with the Company's accounting policy, all direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. There is no certainty that costs incurred to acquire exploration rights will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

 

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date. As at February 29, 2024, the Company concluded no impairment indicators exist for any of its exploration and evaluation assets.

 

Changes in, and Initial Adoption of, Accounting Policies

 

The accounting policies are consistent with those of the previous financial year.

 

Financial Instruments and Risk Management

 

The Company's financial assets include cash and cash equivalents, restricted cash, other receivables, short-term investment, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

 

 

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

 

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.

 

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

 

The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term investments and long-term investments in common shares of equity securities are measured at fair value on a recurring basis and classified as Level 1 within the fair value hierarchy. The fair value of short-term and long-term investments is based on the quoted market price of the short-term and long-term investments. The fair value of warrants to purchase NevGold Shares were initially determined on a residual basis and subsequently measured using the Black-Scholes valuation model. The significant inputs used are readily available in public markets and therefore have been classified as level 2. Inputs used in the Black-Scholes model for the valuation of the warrants include risk-free interest rate, volatility, and dividend yield.

 

Financial Risk Management Objectives and Policies

 

The financial risks arising from the Company's operations are currency risk, interest rate risk, credit risk, liquidity risk and equity price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with the Company's financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

 

14

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Currency Risk

 

The Company's operating expenses and acquisition costs are denominated in United States dollars, the Brazilian Real, the Colombian Peso and Canadian dollars. The exposure to exchange rate fluctuations arises mainly on foreign currencies against the Company and its subsidiaries functional currencies. The Company has not entered into any derivative instruments to manage foreign exchange fluctuations; however, management monitors foreign exchange exposure.

 

The Canadian dollar equivalents of the Company's foreign currency denominated monetary assets are as follows:

 

   

As at February 29,

   

As at November 30,

 
   

2024

   

2023

 

(in thousands of dollars)

 

($)

   

($)

 

Assets

               

United States Dollar

    63,723       60,652  

Brazilian Real

    27       30  

Colombian Peso

    204       546  

Total

    63,954       61,228  

 

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.6 million.

 

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 29, 2024 would have an impact, net of tax, of approximately $4.2 million on other comprehensive income for the three months ended February 29, 2024. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at February 29, 2024 would have an impact of $1.5 million on net loss for the three months ended February 29, 2024.

 

Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in interest rates. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and cash equivalents, restricted cash, term deposits and lease liabilities, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents, restricted cash, term deposits and lease liabilities are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

 

Credit Risk

 

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances.

 

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors its financial institutions.

 

15

 

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
logosmall01.jpg

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities.  To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations.  As at February 29, 2024, the Company has working capital (current assets less current liabilities) of $16.4 million.  The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $15.1 million and other assets of $2.0 million are not available for use by GoldMining or other subsidiaries of GoldMining.

 

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company owns 9.88 million shares and 0.12 million warrants of NASDAQ-listed U.S. GoldMining (closing share and warrant trading prices as of February 29, 2024 of US$5.27 and US$1.46, respectively, with a fair value of $70.9 million (US$52.2 million)), 21.53 million shares of NYSE-listed GRC (closing share price as of February 29, 2024 of US$1.66 reflects a fair value of $48.5 million (US$35.7 million)), and 26.67 million NevGold Shares (fair value of $8.0 million). GoldMining believes that its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC and NevGold Shares and access to its ATM Program will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.  

 

Equity Price Risk

 

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at February 29, 2024, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $4.2 million on other comprehensive income for the three months ended February 29, 2024.

 

Outstanding Share Data

 

As of the date hereof, the Company has 186,477,853 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

 

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GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
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Share Options

 

The outstanding share options to purchase GoldMining Shares as of the date of this MD&A are as follows:

 

Expiry Date

 

Exercise/Grant Price

($)

   

Number Outstanding

 

April 10, 2024

    0.94       5,000  

June 25, 2024

    0.96       25,000  

August 7, 2024

    1.05       1,821,750  

November 25, 2024

    1.05       230,250  

July 8, 2025

    2.28       50,000  

August 1, 2025

    2.22       150,000  

August 31, 2025

    3.38       50,000  

September 24, 2025

    2.86       200,000  

November 19, 2025

    2.88       1,515,000  

August 25, 2026

    1.52       100,000  

November 11, 2026

    1.83       2,498,750  

November 24, 2026

    1.84       140,000  

December 7, 2026

    1.57       25,000  

January 17, 2027

    1.98       18,945  

January 18, 2027

    2.01       50,000  

April 7, 2027

    2.07       100,000  

June 20, 2027

    1.46       25,000  

July 7, 2027

    1.17       25,000  

July 15, 2027

    1.18       75,000  

October 24, 2027

    1.18       5,000  

November 24, 2027

    1.60       4,083,000  

May 8, 2028

    1.45       50,000  

May 24, 2028

    1.34       75,000  

October 31, 2028

    1.09       50,000  

November 4, 2028

    1.09       3,525,000  

December 1, 2028

    1.22       120,000  

December 1, 2028

    1.22       120,000  

January 16, 2029

    1.14       50,000  

March 13, 2029

    1.23       33,234  
              15,210,929  

 

Each option entitles the holder thereof to purchase one GoldMining Share.

 

Restricted Share Rights

 

As of the date of this MD&A, there are 298,253 restricted share rights outstanding, which are convertible into 298,253 GoldMining Shares in accordance with their terms.

 

Disclosure Controls and Procedures

 

The Chief Executive Officer and the Chief Financial Officer of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP"). The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

 

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GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 29, 2024
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In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

The CEO and CFO have evaluated whether there were changes to the DCP during the three months ended February 29, 2024 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

 

Internal Control over Financial Reporting

 

The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that

unauthorized acquisitions or dispositions of assets can be detected.

 

The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.

 

The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended February 29, 2024 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

 

Risk Factors

 

A discussion of risk factors is included in the AIF and other filings with the Canadian Regulatory Authorities available on SEDAR+ at www.sedarplus.ca.

 

Additional Information

 

Additional information regarding the Company, including the Company's AIF, are available under the Company's profile at www.sedarplus.ca.

 

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