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6-K 1 gldmn20250409_6k.htm FORM 6-K gldmn20250409_6k.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2025.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant's name into English)

Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F

☒ Form 40-F

EXHIBIT INDEX

EXHIBITS 99.1 THROUGH 99.4, INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (No. 333-275215), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Number	Description

99.1	Condensed consolidated interim financial statements for the three months ended February 28, 2025, and February 29, 2024 (unaudited).
99.2	Management’s discussion and analysis for the three months ended February 28, 2025.
99.3	Certification of interim filings – CEO, dated April 11, 2025.
99.4	Certification of interim filings – CFO, dated April 11, 2025.

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, thereunto duly authorized.

GOLDMINING INC.

By:	/s/ Pat Obara
	Pat Obara
	Chief Financial Officer


Date:	April 11, 2025

EX-99.1 2 ex_799942.htm EXHIBIT 99.1 ex_799942.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 28, 2025 AND FEBRUARY 29, 2024

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.

Condensed Consolidated Interim Statements of Financial Position

As at February 28, 2025 and November 30, 2024

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			As at February 28,			As at November 30,
	Notes		2025			2024
			($)			($)
Assets
Current assets
Cash and cash equivalents		3		9,230			11,880
Restricted cash		3		124			122
Other receivables				374			354
Prepaid expenses and deposits				1,176			893
Other assets				76			67
				10,980			13,316
Non-current assets
Reclamation deposits				494			494
Exploration and evaluation assets		4		58,306			56,547
Land, property and equipment		5		3,309			3,300
Investment in associate		6		7,124			7,230
Investment in joint venture				1,219			1,168
Long-term investments		7		42,350			38,906
				123,782			120,961

Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,971			1,602
Due to joint venture				27			26
Due to related parties		11		21			274
Lease liabilities				91			88
Income taxes payable		4		1,934			1,992
Withholding taxes payable				262			253
				4,306			4,235
Non-current liabilities
Lease liabilities				275			299
Rehabilitation provisions				1,035			1,020
Deferred tax liability				257			246
				5,873			5,800

Equity
Issued capital		8		192,132			190,785
Reserves		8		14,584			14,050
Share issuance obligation				203			91
Accumulated deficit				(8,555	)		(4,436	)
Accumulated other comprehensive loss				(81,663	)		(86,731	)
Total equity attributable to shareholders of the Company				116,701			113,759
Non-controlling interests		9		1,208			1,402
				117,909			115,161
				123,782			120,961

Commitments (Note 13)

Subsequent events (Note 14)

Approved and authorized for issue by the Board of Directors on April 11, 2025.

/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

GoldMining Inc.

Condensed Consolidated Interim Statements of Comprehensive Income

For the three months ended February 28, 2025 and February 29, 2024

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			For the three months ended
			February 28,			February 29,
	Notes		2025			2024
			($)			($)
Expenses
Consulting fees				68			120
Depreciation		5		88			77
Directors' fees, employee salaries and benefits		11		595			521
Exploration expenses		4		531			715
General and administrative				2,018			1,936
Professional fees				951			484
Share-based compensation		8,9		1,097			1,252
Share of loss in associate		6		232			401
Share of loss on investment in joint venture				5			68
Recovery on the receipt of mineral property option payments		4		-			(3,200	)
				5,585			2,374
Operating loss				(5,585	)		(2,374	)

Other items
Interest income				86			232
Other loss				(7	)		(4	)
Financing costs				(8	)		(9	)
Net foreign exchange gain (loss)				44			(9	)
Net loss for the period before taxes				(5,470	)		(2,164	)
Current income tax recovery (expense)				117			(1,768	)
Deferred income tax recovery				462			1,153
Net loss for the period before taxes				(4,891	)		(2,779	)

Attributable to:
Shareholders of the Company				(4,546	)		(2,586	)
Non-controlling interests				(345	)		(193	)
Net loss for the period				(4,891	)		(2,779	)

Other comprehensive income
Items that will not be subsequently reclassified to net income or loss:
Unrealized income on short-term investments				8			6
Unrealized gain on long-term investments		7		3,444			3,296
Deferred tax expense on long-term investments				(465	)		(447	)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments				2,125			(51	)
Total comprehensive income for the period				221			25

Attributable to:
Shareholders of the Company				522			216
Non-controlling interests		9		(301	)		(191	)
Total comprehensive income for the period				221			25

Net loss per share, basic and diluted				(0.02	)		(0.01	)

Weighted average number of shares outstanding, basic and diluted				195,162,830			183,638,286

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

GoldMining Inc.
Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended February 28, 2025 and February 29, 2024
(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

															Accumulated			Attributable
												Retained			Other			to Shareholders			Non-
		Number of		Issued						Share Issuance		Earnings			Comprehensive			of the			Controlling
	Notes	Shares		Capital			Reserves			Obligation		(Deficit)			Income (Loss)			Company			Interests			Total
				($)			($)			($)		($)			($)			($)			($)			($)
Balance at November 30, 2023			183,258,060		176,584			13,493			-		20,176			(81,010	)		129,243			3,170			132,413
Options exercised	8		2,500		3			(1	)		-		-			-			2			-			2
Restricted share rights vested	8		74,375		91			(91	)		-		-			-			-			-			-
At-the-Market offering:
Common shares issued for cash			579,918		771			-			-		-			-			771			-			771
Agents' fees and issuance costs			-		(19	)		-			-		-			-			(19	)		-			(19	)
Share-based compensation	8		-		-			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
Options exercised			268,689		998			(966	)		-		-			-			32			-			32
Restricted share rights vested	8		263,913		323			(414	)		91		-			-			-			-			-
US GoldMining
Restricted share rights vested			-		-			-			-		(43	)		-			(43	)		43			-
Warrants exercised			-		-			-			-		5			-			5			1			6
At-the-Market offering:
Common shares issued for cash			-		-			-			-		511			-			511			145			656
Agents' fees and issuance costs			-		-			-			-		(15	)		-			(15	)		(4	)		(19	)
At-the-Market offering:
Common shares issued for cash			10,293,402		12,343			-			-		-			-			12,343			-			12,343
Agents' fees and issuance costs			-		(309	)		-			-		-			-			(309	)		-			(309	)
Share-based compensation			-		-			870			-		142			-			1,012			34			1,046
Deferred tax benefits of share issuance costs			-		10			-			-		-			-			10			-			10
Other comprehensive loss			-		-			-			-		-			(8,523	)		(8,523	)		53			(8,470	)
Net loss for the period			-		-			-			-		(22,703	)		-			(22,703	)		(1,865	)		(24,568	)
Balance at November 30, 2024			194,740,857		190,785			14,050			91		(4,436	)		(86,731	)		113,759			1,402			115,161
Restricted share rights vested	8		75,899		93			(205	)		112		-			-			-			-			-
US GoldMining
Options exercised			-		-			-			-		(2	)		-			(2	)		2			-
At-the-Market offering:
Common shares issued for cash	9		-		-			-			-		142			-			142			39			181
Agents' fees and issuance costs	9		-		-			-			-		(4	)		-			(4	)		(1	)		(5	)
At-the-Market offering:
Common shares issued for cash	8		1,118,400		1,286			-			-		-			-			1,286			-			1,286
Agents' fees and issuance costs	8		-		(32	)		-			-		-			-			(32	)		-			(32	)
Share-based compensation	8,9		-		-			739			-		291			-			1,030			67			1,097
Other comprehensive income			-		-			-			-		-			5,068			5,068			44			5,112
Net loss for the period			-		-			-			-		(4,546	)		-			(4,546	)		(345	)		(4,891	)
Balance at February 28, 2025			195,935,156		192,132			14,584			203		(8,555	)		(81,663	)		116,701			1,208			117,909

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

GoldMining Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the three months ended February 28, 2025 and February 29, 2024
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the three months ended
	February 28,			February 29,
	2025			2024
	($)			($)
Operating activities
Net loss for the period		(4,891	)		(2,779	)
Adjustments for items not involving cash:
Depreciation		88			77
Accretion		9			9
Financing costs		8			9
Share of loss on investment in joint venture		5			68
Share-based compensation		1,097			1,252
Unrealized loss on short-term investments		-			10
Share of loss in associate		232			401
Deferred income tax recovery		(462	)		(1,153	)
Recovery on the receipt of mineral property option payments		-			(3,200	)
Net changes in non-cash working capital items:
Other receivables		(20	)		80
Prepaid expenses and deposits		(283	)		312
Accounts payable and accrued liabilities		369			(384	)
Incomes taxes payable		(58	)		1,785
Due to related parties		(253	)		(213	)
Cash used in operating activities		(4,159	)		(3,726	)

Investing activities
Investment in exploration and evaluation assets		-			(221	)
Purchase of securities		-			(190	)
Investment in joint venture		-			(107	)
Purchase of equipment		-			(3	)
Cash used in investing activities		-			(521	)

Financing activities
Net proceeds from At-the-Market offering, net of issuance costs		1,254			752
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		176			-
Proceeds from common shares issued upon exercise of options		-			2
Payment of lease liabilities		(30	)		(23	)
Cash generated from financing activities		1,400			731

Effect of exchange rate changes on cash		111			(3	)

Net decrease in cash and cash equivalents and restricted cash		(2,648	)		(3,519	)
Cash and cash equivalents and restricted cash
Beginning of period		12,002			21,707
End of period		9,354			18,188

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

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 28, 2025 and November 30, 2024
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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 9.1). 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 ("Nasdaq") 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 ("IFRS Accounting Standards"), 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, 2024 and 2023. 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 months ended February 28, 2025 were authorised for issue by the Company's Board of Directors on April 11, 2025.

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.

2.3	Changes in, and Initial Adoption of, Accounting Policies

The Company adopted the following amendment to IFRS, which was effective for the accounting period beginning on or after December 1, 2024:

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) – The amendments to IAS 1, clarifies the presentation of liabilities. The classification of liabilities as current or noncurrent is based on contractual rights that are in existence at the end of the reporting period and is affected by expectations about whether an entity will exercise its right to defer settlement. A liability not due over the next twelve months is classified as non-current even if management intends or expects to settle the liability within twelve months. The amendment also introduces a definition of 'settlement' to make clear that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendment issued in October 2022 also clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. Covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. This amendment did not have a material impact on the Company's condensed consolidated interim financial statements.

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

3.	Cash and Cash Equivalents and Restricted Cash

	February 28		November 30,
	2025		2024
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		1,827		2,999
Term deposits		7,403		8,881
Total		9,230		11,880

Restricted cash in the amount of $124 (November 30, 2024: $122) relates to term deposits held by the bank as security for corporate financial purposes.

4.	Exploration and Evaluation Assets

	For the three months ended
	February 28,			February 29.
	2025			2024
	($)			($)

Balance at the beginning of peiod		56,547			56,815
Mineral property option payment		-			221
		56,547			57,036
Change in reclamation estimate		(8	)		(1	)
Foreign currency translation adjustments		1,767			(62	)
Balance at the end of period		58,306			56,973

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


	February 28,		November 30,
	2025		2024
	($)		($)
La Mina		16,242		15,731
Titiribi		12,968		12,560
Crucero		7,712		7,470
Yellowknife		7,139		7,143
Cachoeira		5,787		5,521
São Jorge		4,876		4,652
Yarumalito		1,788		1,736
Whistler		1,142		1,110
Surubim		238		227
Batistão		219		210
Montes Áureos and Trinta		167		159
Rea		28		28
Total		58,306		56,547

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 make additional payments totaling $6,000 to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments were satisfied by NevGold by issuing NevGold Shares.

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. As a result, the Company completed the sale of the Almaden Project to a subsidiary of NevGold. The fair value of shares received pursuant to the Option Agreement were taxable in fiscal 2024. As at February 28, 2025, current income taxes payable related to the sale of the Almaden Project are $1,934.

In addition to the option payments made, 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:

○

$500 on completion of a positive Preliminary Economic Assessment

○

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

○

$4,500 on completion of a positive Feasibility Study

Exploration Expenses

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


	For the three months ended
	February 28,		February 29,
	2025		2024
	($)		($)
São Jorge		156		123
Whistler		144		336
Titiribi		109		70
La Mina		43		33
Yarumalito		26		133
Yellowknife		22		2
Rea		20		9
Cachoeira		10		6
Crucero		1		3
Total		531		715

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, 2023		1,072		2,356		212			548			316		452		4,956
Additions		-		-		12			63			75		156		306
Disposition		-		-		-			(162	)		-		-		(162	)
Impact of foreign currency translation		35		77		(7	)		2			7		15		129
Balance at November 30, 2024		1,107		2,433		217			451			398		623		5,229
Impact of foreign currency translation		36		79		4			-			13		20		152
Balance at February 28, 2025		1,143		2,512		221			451			411		643		5,381

Accumulated Depreciation
Balance at November 30, 2023		-		760		199			145			246		373		1,723
Depreciation		-		157		14			99			22		39		331
Disposition		-		-		-			(162	)		-		-		(162	)
Impact of foreign currency translation		-		30		(7	)		1			3		10		37
Balance at November 30, 2024		-		947		206			83			271		422		1,929
Depreciation		-		41		2			22			8		15		88
Impact of foreign currency translation		-		28		4			-			9		14		55
Balance at February 28, 2025		-		1,016		212			105			288		451		2,072


Net Book Value
At November 30, 2024		1,107		1,486		11			368			127		201		3,300
At February 28, 2025		1,143		1,496		9			346			123		192		3,309

6.	Investment in Associate

Effective from July 13, 2023, the Company has concluded it exercises significant influence over NevGold and accounts for its investment in NevGold using the equity method.

During the year ended November 30, 2024, the Company acquired 10,000,000 common shares of NevGold (Note 4). As of February 28, 2025, the Company held 26,670,250 shares of NevGold, representing a 28.3% ownership interest with a fair value of approximately $8.0 million.

The following outlines the movement in investment in associate during the three months ended February 28, 2025, and the year ended November 30, 2024:

Balance at November 30, 2023	$	6,297
Addition pursuant to Option Agreement - January 18, 2024		2,260
Share of loss in NevGold		(1,767	)
Share of OCI in NevGold		131
Gain on dilution of ownership interest in NevGold		309
Balance at November 30, 2024	$	7,230
Share of loss in NevGold		(232	)
Share of OCI in NevGold		126
Balance at February 28, 2025	$	7,124

The equity accounting for NevGold is based on its published results to September 30, 2024, and an estimate of results for the period of October 1, 2024 to February 28, 2025.

The following summary of the Condensed Consolidated Interim Statements of Financial Position of NevGold at September 30, 2024 on a 100% basis, adjusted for differences in the accounting policy between the Company and the associate was: current assets of $2,453, non-current assets of $15,669, total assets of $18,122, current liabilities of $1,741, non-current liabilities of $3,446 and net assets of $12,935.

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, 2024 on a 100% basis, adjusted for differences in the accounting policy between the Company and the associate was: operating loss of $3,261, accretion of $53, business development of $435, consulting fees and salaries of $410, depreciation of $51, occupancy, administrative, and general expenses of $136, transfer agent and listing fees of $72, professional fees of $149, financing charges of $18, interest income of $6, net loss attributable to non-controlling interest of $174, net loss of $3,273, and comprehensive loss of $3,037.

The Company's equity share of NevGold's estimated net loss for the three months ended February 28, 2025 was $232 (three months ended February 29, 2024: $671 or $401, net of a $270 gain on dilution of ownership interest in NevGold).

7.	Long-term Investments

As of February 28, 2025, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC"), measured at fair value through other comprehensive income ("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.

During the year ended November 30, 2024, the Company acquired 100,000 GRC common shares for $190 including transaction costs, through open market purchases over the facilities of the NYSE.

The following tables outline the movement of the Company's long-term investments during the three months ended February 28, 2025, and the year ended November 30, 2024:

			As at November 30,						As at February 28,
			2024						2025
	Number of shares(1)		Fair value ($)		Additions ($)		Unrealized Gains (Losses) (FVTOCI) ($)		Fair Value ($)
Investment in GRC		21,533,125		38,906		-		3,444		42,350

			As at November 30,							As at November 30,
			2023							2024
	Number of shares(1)		Fair value ($)		Additions ($)		Unrealized Gains (Losses) (FVTOCI) ($)			Fair Value ($)
Investment in GRC		21,533,125		45,052		190		(6,336	)		38,906

(1) As of February 28, 2025 and November 30, 2024.

8.	Share Capital

8.1	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 November 24, 2023, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "2023 ATM Program") which replaced the previous ATM program which expired on November 27, 2023 in accordance with its terms. Pursuant to the 2023 ATM Program, the Company could distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") under the 2023 ATM Program. The ATM Shares sold under the 2023 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 November 24, 2023. Unless earlier terminated by the Company or the agents as permitted therein, the 2023 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 2023 ATM Program reached the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024.

On December 20, 2024, the Company entered into a new ATM Program (the "2024 ATM Program") which replaced the 2023 ATM program which expired on December 31, 2024 in accordance with its terms. Pursuant to the 2024 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 2024 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 December 20, 2024. Unless earlier terminated by the Company or the agents as permitted therein, the 2024 ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2024 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 24, 2025.

During the three months ended February 28, 2025, the Company issued 1,118,400 common shares under the 2024 ATM Program for gross proceeds of $1,286, with aggregate commissions paid to agents of $32.

8.2

Reserves


	Restricted Share Rights ($)			Share Options ($)			Warrants ($)		Total ($)
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
Options exercised		-			(966	)		-		(966	)
Restricted share rights vested		(414	)		-			-		(414	)
Share-based compensation		292			578			-		870
Balance at November 30, 2024		18			10,491			3,541		14,050
Restricted share rights vested		(205	)		-			-		(205	)
Share-based compensation		463			276			-		739
Balance at February 28, 2025		276			10,767			3,541		14,584

8.3	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. 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, 2023		14,945,195			1.60
Granted		290,000			1.21
Exercised(1)		(2,500	)		0.78
Expired		(50,000	)		0.95
Balance at February 29, 2024		15,182,695			1.59
Granted		2,473,234			1.19
Exercised		(2,027,000	)		1.05
Expired		(147,500	)		1.05
Balance at November 30, 2024		15,481,429			1.61
Cancelled		(150,000	)		2.03
Forfeited		(12,500	)		1.09
Balance at February 28, 2025		15,318,929			1.60

(1)

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

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 28, 2025		Three months ended February 29, 2024
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 28, 2025, 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)
$1.09	-	$1.18		3,625,000		1.09		3.66		2,731,250		1.09		3.65
$1.19	-	$1.57		2,988,234		1.22		4.44		1,081,617		1.26		3.97
$1.58	-	$1.60		4,028,000		1.60		2.74		4,028,000		1.60		2.74
$1.61	-	$1.83		2,443,750		1.83		1.70		2,443,750		1.83		1.70
$1.84	-	$3.38		2,233,945		2.70		0.84		2,233,945		2.70		0.84
				15,318,929		1.60		2.84		12,518,562		1.70		2.50

The amount of share-based compensation expense recognized for Options during the three months ended February 28, 2025, was $276 (three months ended February 29, 2024: $928), using the Black-Scholes option pricing model.

8.4	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.

The following outlines movements of the Company's RSRs:


	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2023		366,530			1.23
Vested		(74,375	)		1.23
Balance as at February 29, 2024		292,155			1.23
Granted		811,298			1.19
Vested		(338,288	)		1.23
Balance as at November 30, 2024		765,165			1.19
Vested(1)		(172,049	)		1.19
Balance at February 28, 2025		593,116			1.19

(1)

GoldMining Shares pertaining to 89,275 RSRs which vested during the three months ended February 28, 2025 were issued on March 3, 2025. Additionally, GoldMining Shares pertaining to 81,250 RSRs which vested during the three months ended February 28, 2025 have yet to be issued as at April 11, 2025.

The amount of share-based compensation expense recognized for RSRs during the three months ended February 28, 2025 was $463 (three months ended February 29, 2024: $231).

9.	Non-Controlling Interests

9.1	U.S. GoldMining equity transactions

As at February 28, 2025 GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 79.3% of U.S. GoldMining's outstanding common shares, and 122,490 U.S. GoldMining Warrants and has common management 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 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 $1,208 as at February 28, 2025 solely relates to U.S. GoldMining.

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

	February 28,
	2025
	($)
Assets
Cash and cash equivalents		4,488
Restricted cash		124
Prepaid expenses and deposits		195
Other receivables		23
Other assets		50
Land, property and equipment		1,545
Exploration and evaluation assets		81
		6,506

Liabilities
Accounts payable and accrued liabilities		365
Withholdings taxes payable		262
Rehabilitation provisions		461
Lease liability		152
		1,240

Refer to segmented information Note 12 for a 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 28, 2025 and February 29, 2024:

	For the three months ended			For the three months ended
	February 28,			February 29,
	2025			2024
	($)			($)
Cash used in operating activities		(1,387	)		(555	)
Cash used in investing activities		-			(3	)
Cash generated from financing activities		161			32

Effect of exchange rate changes on cash		172			11

Net decrease in cash and cash equivalents and restricted cash		(1,054	)		(515	)
Cash and cash equivalents and restricted cash
Beginning of period		5,666			15,579
End of period		4,612			15,064

U.S. GoldMining At-the-Market Equity Program

On May 15, 2024, U.S. GoldMining entered into an At-the-Market Offering Agreement with a syndicate of agents for an ATM facility (the "U.S. GoldMining ATM Program"). Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining may sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share sold under the U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales.

The securities that may be offered under the U.S. GoldMining ATM Program have not been and will not be qualified by a prospectus for the offer or sale to the public in Canada under applicable Canadian securities laws.

During the three months ended February 28, 2025, U.S. GoldMining sold 9,877 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $181 (US$0.13 million). As a result, the Company recorded a dilution gain in equity of $142, or $138 net of agents' fees and issuance costs.

9.2	U.S. GoldMining Stock Options

On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). 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 following outlines the movements in U.S. GoldMining's stock options:


	Number of Options			Weighted Average Exercise Price (US$)
Balance at November 30, 2023		82,500			10.00
Granted		99,050			10.00
Balance at February 29, 2024		181,550			10.00
Granted		7,000			10.00
Forfeited		(3,000	)		10.00
Balance at November 30, 2024		185,550			10.00
Granted		140,500			10.00
Exercised(1)		(20,000	)		10.00
Forfeited		(2,500	)		10.00
Balance at February 28, 2025		303,550	(2)		10.00

(1)	3,826 U.S. GoldMining Shares were issued pursuant to the exercise of 20,000 U.S. GoldMining stock options on a net exercise basis.

(2)	As at February 28, 2025, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 4.18 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 28, 2025			Three months ended February 29, 2024
Risk-free interest rate		4.32	%		4.50	%
Expected life (years)		3.00			3.00
Expected volatility(1)		55.45	%		54.93	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.00	%		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 stock options.

During the three months ended February 28, 2025, U.S. GoldMining recognized share-based compensation expense of $291 (three months ended February 29, 2024: $87) for stock options granted.

9.3	U.S. GoldMining Restricted Shares

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 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.

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, 2024, performance conditions were met for 95,250 Restricted Shares which were released. As at February 28, 2025, 254,000 Restricted Shares remain outstanding, subject to certain performance conditions.

During the three months ended February 28, 2025, U.S. GoldMining recognized a recovery of share-based compensation expense of $4 (three months ended February 29, 2024: share-based compensation expense of $6), related to U.S. GoldMining's Restricted Shares.

9.4	U.S. GoldMining Restricted Share Units

In December 2024, U.S. GoldMining granted 15,050 restricted share units ("RSUs") to certain officers, directors, and employees at a weighted average fair value of US$8.32. The RSUs vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense was calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock at the date of the grant. The compensation expense is recognized over the vesting period of the RSUs. Share-based compensation of $71 (US$0.05 million) was recognized for the three months ended February 28, 2025, related to U.S. GoldMining's RSUs.

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


	Number of RSUs		Weighted Average Value (US$)
Balance as at November 30, 2024		-		-
Granted		15,050		8.32
Balance at February 28, 2025		15,050		8.32

9.5	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 February 29, 2024 and November 30, 2023		1,741,292			13.00
Exercised		(300	)		13.00
Balance at February 28, 2025 and November 30, 2024		1,740,992			13.00

As at February 28, 2025, outstanding U.S. GoldMining common stock purchase warrants have a weighted average remaining contractual life of 1.15 years.

10.	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.

10.1	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.

10.2	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 28,		As at November 30,
	2025		2024
	($)		($)
Assets
United States Dollar		46,936		46,417
Brazilian Real		45		27
Colombian Peso		208		428
Total		47,189		46,872

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $441.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 28, 2025 would have an impact, net of tax, of approximately $3,663 on other comprehensive income for the three months ended February 28, 2025. 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 28, 2025 would have an impact of $415 on net loss for the three months ended February 28, 2025.

10.3	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 is limited as it has no long-term debt. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and cash equivalents, restricted cash and term deposits, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents and restricted cash are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

10.4	Credit Risk

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. Substantially all of our cash and cash equivalents held with financial institutions exceeds government insured limits. 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.

10.5	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 28, 2025, the Company has working capital (current assets less current liabilities) of $6,674. 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 $4,612 and other assets of $1,894 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 9.1).

The Company has current cash and cash equivalent balances, access to its 2024 ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal.

As of February 28, 2025, the Company owns 9,878,261 shares and 122,490 warrants of NASDAQ listed U.S. GoldMining, 21,533,125 shares of NYSE listed Gold Royalty Corp. and 26,670,250 shares of NevGold with the following fair values:

Equity Holdings	Fair Value
U.S. GoldMining	$148.5 million (US$102.7 million)(1)
Gold Royalty Corp.	$42.4 million (US$29.3 million)
NevGold	$8.0 million

(1)

Includes fair value of 0.12 million warrants held by the Company

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 2024 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.

10.6	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 28, 2025, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $3,663 on other comprehensive income for the three months ended February 28, 2025.

11.	Related Party Transactions

11.1	Related Party Transactions

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

●

During the three months ended February 28, 2025, the Company incurred $4 (three months ended February 29, 2024: $138) 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.

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2025, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

11.2	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 28, 2025:

	For the three months ended
	February 28,		February 29,
	2025		2024
	($)		($)
Management fees		48		48
Director and officer fees		117		120
Share-based compensation		524		698
Total		689		866

As at February 28, 2025, $21 was payable to key management personnel for services provided to the Company (November 30, 2024: $274). 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.

12.	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. 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 28,		As at November 30,
	2025		2024
	($)		($)
Canada		57,619		54,308
Colombia		32,426		31,414
Brazil		12,507		11,936
Peru		7,712		7,470
United States		2,538		2,517
Total		112,802		107,645

	Total operating loss (income)
	For the three months ended
	February 28, 2025		February 29, 2024
	($)		($)
Canada		3,401		3,936
United States		1,525		(2,280	)
Colombia		356		385
Brazil		283		326
Peru		20		7
Total		5,585		2,374

The Company's total assets, 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 28,		As at November 30,		As at February 28,		As at November 30,
	2025		2024		2025		2024
	($)		($)		($)		($)
U.S. GoldMining(1)		7,573		8,707		1,239		1,319
Others(2)		116,209		112,254		4,634		4,481
Total		123,782		120,961		5,873		5,800

(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, excluding U.S. GoldMining Inc. and US GoldMining Canada.

	For the three months ended February 28, 2025									For the three months ended February 29, 2024
	U.S. GoldMining(1)			Others(2)			Total			U.S. GoldMining(1)			Others(2)			Total
	($)			($)			($)			($)			($)			($)
Expenses
Consulting fees		10			58			68			3			117			120
Depreciation		64			24			88			39			38			77
Directors' fees, employee salaries and benefits		168			427			595			116			405			521
Exploration expenses		144			387			531			336			379			715
General and administrative		922			1,096			2,018			443			1,493			1,936
Professional fees		189			762			951			230			254			484
Share-based compensation		358			739			1,097			93			1,159			1,252
Share of loss on investment in associate		-			232			232			-			401			401
Share of loss on investment in joint venture		-			5			5			-			68			68
Recovery on the receipt of mineral property option payments		-			-			-			-			(3,200	)		(3,200	)
		1,855			3,730			5,585			1,260			1,114			2,374
Operating loss		(1,855	)		(3,730	)		(5,585	)		(1,260	)		(1,114	)		(2,374	)

Other items
Unrealized loss on long-term investments		-			-			-			-			(10	)		(10	)
Interest income		51			35			86			197			35			232
Other income (loss)		(5	)		(2	)		(7	)		(4	)		10			6
Financing costs		(4	)		(4	)		(8	)		(5	)		(4	)		(9	)
Net foreign exchange gain (loss)		(1	)		45			44			-			(9	)		(9	)
Net loss for the period before taxes		(1,814	)		(3,656	)		(5,470	)		(1,072	)		(1,092	)		(2,164	)
Current income tax recovery (expense)		(5	)		122			117			-			(1,768	)		(1,768	)
Deferred income tax recovery		-			462			462			-			1,153			1,153
Net loss for the period before taxes		(1,819	)		(3,072	)		(4,891	)		(1,072	)		(1,707	)		(2,779	)

(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, excluding U.S. GoldMining Inc. and US GoldMining Canada.

13.	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, which 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 holding in BVG drops 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. This was subsequently amended, whereby 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 ($737) (the "Final Payment") was June 30, 2024. GT can now 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. In June 2024, GT extended the option to make the Final Payment to June 30, 2025 by making a payment of R$210,000 ($52).

In addition, GT must make a bonus payment of US$1,500,000 if GT defines NI 43-101 compliant proven and probable gold reserves in excess of three million gold ounces, with the payment payable within 30 days of the commencement of mine production in accordance with its terms.

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 a 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 option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020, September 27, 2022, May 10, 2024 and September 13, 2024, the Company's subsidiary can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before October 15, 2025.

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at February 28, 2025, including payments due for each of the next five years and thereafter.

	Amount ($)
Due within 1 year		158
1 – 3 years		178
3 – 5 years		52
More than 5 years		-
Total		388	(1)

(1) Includes $15 related to low value assets, $55 related to short-term leases and $318 related to non-lease components of 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.

14.	Subsequent Events

Subsequent to February 28, 2025, the Company issued 90,801 GoldMining Shares pertaining to 90,801 RSRs which had vested.

EX-99.2 3 ex_799943.htm EXHIBIT 99.2 ex_799943.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025

(Expressed in Canadian dollars unless otherwise stated)

April 11, 2025

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

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 28, 2025, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended February 28, 2025, including the notes thereto, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2024, copies of which are available under the Company's 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 28, 2025 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), 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 11, 2025.

Forward-Looking Information

Certain statements in this MD&A constitute "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of securities laws in the United States (collectively, "Forward-Looking Statements"). These statements relate to the expectations of management about future events, results of operations and the Company's future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "target", "aim", "pursue", "potential", "objective" and "capable" and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date hereof. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:

●	the Company's future exploration and development plans and strategies;	●	future sales under the ATM Program (as defined herein), and use of funds therefrom;

●	expectations regarding the continuity of mineral deposits respecting the receipt of necessary licenses and permits;	●	the completion of future transactions;

●	exploration activities and/or plans on the Company's projects;	●	capital expenditure programs and the timing and method of financing thereof;

●	the Company's mineral reserve and mineral resource estimates;	●	the requirement for additional financing in order to maintain the Company's operations and exploration activities;

●	anticipated tonnages and grades of the Mineral Resources disclosed for the Company's projects;	●	expectations respecting the receipt of necessary licenses and permits, including obtaining extensions thereof;

●	expectations regarding environmental, social or political issues that may affect the exploration or development progress, including, but not limited to referendums regarding prohibitions on mining in jurisdictions where certain of the Company's projects are located;	●	the Company's ability to raise the capital necessary to fund its operations and the potential development of its properties;

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

●	the Company's ability to obtain the resources to conduct exploration and development activities on its properties;	●	forecasts relating to market developments and trends in global supply and demand for gold;

●	forecasts relating to mining, development and other activities at the Company's operations;	●	future royalty and tax payments and rates; and

●	potential increases in the ultimate recovery of gold from its properties;	●	future work on the Company's non-material properties.

Forward-Looking Statements are based on a number of material assumptions, including those listed here, which could prove to be significantly incorrect:

●	the Company will realize on the benefits expected from its business plans and strategies;	●	the price of other commodities such as fuel;

●	the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof will occur and proceed as expected;	●	future currency exchange rates and interest rates;

●	current gold, silver, base metal and other commodity prices will be sustained, or will improve;	●	political and regulatory stability;

●	the proposed development of the Company's projects will be viable operationally and economically and will proceed as expected;	●	the receipt of governmental and third-party approvals, licenses and permits on favourable terms;

●	any additional financing required by the Company will be available, and on reasonable terms;	●	obtaining required renewals for existing approvals, licenses and permits and obtaining all other required approvals, licenses and permits on favourable terms; and

●	the accuracy of any mineral reserve and mineral resource estimates;	●	the Company will not experience any material accident, labour dispute or failure of plant or equipment.

●	the accuracy of budgeted exploration and development costs and expenditures;

Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ materially from those reflected in the forward-looking information, including, without limitation:

●	the exploration, development, and operation of early-stage mineral properties, including the speculative nature of exploration and development projects, the possibility of diminishing quantities or grades of mineralization, the inability to recover certain expenditures and the exposure to operational hazards typically encountered in the exploration, development and production of mineral properties;	●	fluctuation in market value of publicly traded securities held by the Company;

●	obtaining and maintaining all necessary government permits, approvals and authorizations related to the continued exploration and development of the Company's current and future projects and operations;	●	the potential dilution of voting power or earnings per share as a result of the exercise of convertible securities of the Company, future financings or future acquisitions financed by the issuance of equity;

●	the uncertainty of mineral resource estimates;	●	general economic conditions, including the impacts of changes to trade policies and the imposition of tariffs;

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

●	gold and other commodity price fluctuations and volatility;	●	uncertainty of the performance of contractors;

●	the Company has no known mineral reserves and that no economic reserves may exist on the Company's projects;	●	costs, delays and other risks associated with statutory and regulatory compliance;

●	potential acquisitions of additional mineral properties or mergers with or investment in new companies and abandonment of interest by the Company in its mineral properties;	●	the uncertainty of profitability and financing risks, as the Company has no history of earnings;

●	referendums or resolutions respecting prohibitions or restrictions on mining;	●	health epidemics or pandemics;

●	government regulations and government and community approvals, acceptance, agreements and permissions (generally referred to as "social license"), including the ability to obtain and maintain required government and community approvals, the impact of changing government regulations and shifting political climates, and the ability of regulatory authorities to impose fines or shut down operations in cases of non-compliance;	●	internal controls over financial reporting;

●	the presence of artisanal miners;	●	foreign exchange fluctuations;

●	inherent risks in mining and development, including risks related to accidents, labour disputes, environmental hazards, unfavourable operating conditions, or other unanticipated difficulties with or interruptions in operations;	●	the ability of the Company to retain skilled and experienced personnel, contractors, management and employees;

●	war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environment;	●	potential litigation;

●	infrastructure;	●	foreign operations;

●	competitive conditions in the mineral exploration and mining industry;	●	possible conflicts of interest;

●	property and mineral title, including defective title to mineral claims or property;	●	uninsurable risks;

●	environmental regulation and liability;	●	risks associated with joint ventures; and

●	costs, compliance and other risks associated with climate change and emerging climate change regulation;	●	capital cost estimates; and

●	information systems and cyber security;	●	the other risk factors set forth under "Risk Factors" in the AIF and other filings with the Canadian Regulatory Authorities and the U.S. Securities and Exchange Commission, copies of which are available under the Company's profile at SEDAR+ at www.sedarplus.ca and www.sec.gov, respectively.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in Forward-Looking Statements. Forward-Looking Statements are based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update Forward-Looking Statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are cautioned against attributing undue certainty to Forward-Looking Statements.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

The risk factors referenced herein should not be construed as exhaustive. Except as required under applicable laws, we undertake no obligation to update or revise any Forward-Looking Statements. An investment in the Company is speculative and involves a high degree of risk due to the nature of our business and the present stages of its projects.

Business Overview

The Company is a mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company 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 (the "La Mina Project") and Titiribi Gold-Copper Project, located in the Department of Antioquia, Colombia (the "Titiribi Project"), the São Jorge Gold Project, located in the State of Pará, Brazil (the " São Jorge Project") and the Whistler Gold-Copper Project, located in Alaska, United States (the "Whistler Project"), held through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining").

The Company currently holds approximately 79% of the outstanding shares of common stock of U.S. GoldMining Shares (the "U.S. GoldMining Shares").

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

Updated At-the-Market Equity Program

The Company's most recent at-the-market equity program (the "ATM Program") commenced in December 2024, pursuant to which the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") to the public from time to time, through the agents (the "Agents"), at the Company's discretion at the market price on the TSX or the NYSE, as applicable, at the time of sale.

During the three months ended February 28, 2025, the Company issued a total of 1,118,400 ATM Shares under the ATM Program for aggregate gross proceeds of $1.29 million from sales conducted through the facilities of the TSX (net proceeds $1.25 million) and the Agents were paid aggregate commissions on such sales of approximately $0.04 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

Unless earlier terminated by the Company or the Agents as permitted therein, the 2024 Distribution Agreement 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 24, 2025.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

U.S. GoldMining At-the-Market Equity Program

On May 15, 2024, U.S. GoldMining entered into an at-the market offering agreement with a syndicate of agents for an at-the-market facility (the "U.S. GoldMining ATM Program"). Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining may sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales.

During the three months ended February 28, 2025, U.S. GoldMining sold 9,877 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $0.18 million (US$0.13 million).

Update on Material Properties

The Company continuously evaluates its projects in order to identify potentially value-enhancing work for prioritization. The Company has identified various potential work on projects as identified below. Such additional work and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, which we may obtain through equity and/or debt financing.

São Jorge Gold Project

During the three months ended February 28, 2025, the Company incurred $0.2 million of expenditures on the São Jorge Project. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services, expenditures for camp maintenance costs, and costs related to the Company's preparation for its proposed 2025 exploration program at the project.

On February 26, 2025 the Company reported an updated mineral resource estimate for the São Jorge Project. For further information please see the technical report titled "NI 43-101 Technical Report, São Jorge Project, Pará State, Brazil", with an effective date of January 28, 2025, prepared for the Company and available under its profile at SEDAR+ at www.sedarplus.ca.

On March 18, 2025, the Company announced a 2025 exploration program for the São Jorge Project. This program includes a planned drilling campaign of up to 5,000 metres targeting expansion of the known deposit along strike, geophysical surveying northwards over the William South and North prospect areas, auger drilling of up to 3,000 metres over high tenor soil anomalies and a soil sampling program of up to 6,000 samples to test and expand the broader mineral system across the project. The program is in the planning stages and completion will be subject to financial considerations, among others.

During the quarter ended February 28, 2025, the first phase of the geochemistry sampling program was initiated targeting previously unsampled areas of the project. The program encompasses the target areas Dragon West, Cavalo Branco, and William North, located on exploration license ANM no. 850.556/2010. It is expected that the program will continue through 2025.

The Company currently expects to initiate the auger drilling program in the second quarter of 2025.

In 2023, the Final Exploration Report for the license no.850.058/2002 was approved by the Brazilian National Mining Agency or Agência Nacional de Mineração ("ANM"), allowing the Company the right to apply for a Mining Concession. As part of the application for the Mining License, the Company prepared and filed an Economic Assessment Plan ("PAE") to ANM on October 29, 2024 and is required to initiate environmental baseline studies to apply for a Preliminary Environmental License.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Whistler Gold-Copper Project

During the three months ended February 28, 2025, U.S. GoldMining incurred $0.1 million of expenditures on the Whistler Project for consulting fees to vendors for geological work, drilling and other exploration field activities, camp, travel and logistics in support of field programs, permitting and compliance, regulatory and community stakeholder engagement, camp, equipment and airstrip maintenance costs.

On February 3, 2025, U.S. GoldMining announced additional diamond core drill results of WH24-03 and WH24-04 from its 2024 program.

On February 10, 2025, U.S. GoldMining announced assay results from WH24-05 which was drilled adjacent to the Raintree West Deposit as part of its 2024 program.

La Mina Gold-Copper Project

During the three months ended February 28, 2025, the Company incurred $0.04 million of expenditures on the La Mina Gold-Copper Project, which included expenditures for camp maintenance, payroll and personnel expenses and surface rights lease payments.

Titiribi Gold-Copper Project

During the three months ended February 28, 2025, the Company incurred $0.1 million of expenditures on 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 Company had initially proposed a work program which included a drill program to be completed in 2022, however, the Company received approval for deferral of the program 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. The deferral was granted and extended 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 restricts 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 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 commenced at this time. The Titiribi Project remains in good standing.

Other Investments

Gold Royalty Corp.

As of February 28, 2025, the Company owned 21,533,125 common shares (the "GRC Shares") of NYSE American listed, Gold Royalty Corp. ("GRC").

NevGold Corp.

As of February 28, 2025, the Company owned 26,670,250 common shares (the "NevGold Shares”) of TSX Venture listed NevGold Corp. ("NevGold"). As the Company has significant influence over NevGold, it accounts for its ownership in NevGold using the equity method. The Company has filed a notice of intention to distribute securities under NevGold's profile on SEDAR+ at www.sedarplus.ca in respect of its intention to dispose of NevGold Shares. Subsequent to February 28, 2025, the Company has disposed of 214,100 NevGold Shares at a weighted average price of $0.3152 per share.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

U.S. GoldMining

As of February 28, 2025, the Company owned 9,878,261 U.S. GoldMining Shares, or approximately 79.3% of U.S. GoldMining's outstanding shares of common stock and 122,490 warrants to purchase U.S. GoldMining Shares

As a result of its ownership position, the Company consolidates the assets and liabilities of U.S. GoldMining in its Statements of Financial Position and therefore, the market value of the U.S. GoldMining Shares and warrants is not reflected in the Company's financial statements.

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

	February 28,
	2025
(in thousands of dollars)	($)
Assets
Cash and cash equivalents		4,488
Restricted cash		124
Prepaid expenses and deposits		195
Other receivables		23
Other assets		50
Land, property and equipment		1,545
Exploration and evaluation assets		81
		6,506

Liabilities
Accounts payable and accrued liabilities		365
Withholdings taxes payable		262
Rehabilitation provisions		461
Lease liability		152
		1,240

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Results of Operations

Three Months Ended February 28, 2025, Compared to Three Months Ended February 29, 2024

The following is a table of selected consolidated operating results of the Company, with U.S. GoldMining and its wholly owned subsidiary US GoldMining Canada Inc.(1) being separately disclosed, as well as other subsidiaries of the Company(2).

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 28,		February 29,					February 28,			February 29,						February 28,			February 29,
(in millions of dollars)	2025 ($)		2024 ($)		Change ($)			2025 ($)			2024 ($)			Change ($)			2025 ($)			2024 ($)			Change ($)
Operating loss		1.9		1.3		0.6			3.7			1.1			2.6			5.6			2.4			3.2
Consulting fees		-		-		-			0.1			-			0.1			0.1			-			0.1
Directors' fees, employee salaries and benefits		0.2		0.1		0.1			0.4			0.4			-			0.6			0.5			0.1
Exploration expenses		0.1		0.3		(0.2	)		0.4			0.4			-			0.5			0.7			(0.2	)
General and administrative expenses		0.9		0.4		0.5			1.1			1.5			(0.4	)		2.0			1.9			0.1
Professional fees		0.2		0.2		-			0.8			0.3			0.5			1.0			0.5			0.5
Share-based compensation		0.4		0.1		0.3			0.7			1.2			(0.5	)		1.1			1.3			(0.2	)
Share of loss on investment in associate		-		-		-			0.2			0.4			(0.2	)		0.2			0.4			(0.2	)
Recovery on receipt of mineral property option payments		-		-		-			-			(3.2	)		3.2			-			(3.2	)		3.2
Current income tax expense (recovery)		-		-		-			(0.1	)		1.8			(1.9	)		(0.1	)		1.8			(1.9	)
Deferred income tax expense (recovery)		-		-		-			(0.5	)		(1.2	)		0.7			(0.5	)		(1.2	)		0.7
Net loss		1.8		1.1		0.7			3.1			1.7			1.4			4.9			2.8			2.1

(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, excluding U.S. GoldMining and US GoldMining Canada Inc.

For the three months ended February 28, 2025, the Company had an operating loss of $5.6 million, compared to $2.4 million for the same quarter of 2024. On a consolidated basis, the increase 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 in the same quarter of 2024 and increases in professional fees, offset by decreases in exploration expenses, share-based compensation and share of loss in associate.

General and administrative expenses were $2.0 million for the three months ended February 28, 2025, compared to $1.9 million for the three months ended February 29, 2024. The increase was primarily the result of higher transfer agent and regulatory fees.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $0.6 million for the three months ended February 28, 2025, compared $0.5 million for the same quarter in 2024. The increase was primarily due to hiring of additional staff.

Exploration expenses were $0.5 million for the three months ended February 28, 2025, compared to $0.7 million for the same quarter in 2024. The decrease was primarily due to lower exploration expenditures associated with U.S. GoldMining's Whistler Project.

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


	For the three months ended
	February 28,		February 29,
	2025		2024
(in thousands of dollars)	($)		($)
São Jorge		156		123
Whistler		144		336
Titiribi		109		70
La Mina		43		33
Yarumalito		26		133
Yellowknife		22		2
Rea		20		9
Cachoeira		10		6
Crucero		1		3
Total		531		715

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Non-cash share-based compensation expenses were $1.1 million during the three months ended February 28, 2025, compared to $1.3 million during the three months ended February 29, 2024. The decrease was primarily the result of fewer options granted during the three months ended February 28, 2025, partially offset by an increase in share-based compensation recorded by U.S. GoldMining, compared to the three months ended February 29, 2024. Share-based compensation for the three months ended February 28, 2025 includes $0.4 million recorded by U.S. GoldMining with respect to the vesting of stock options, restricted share units and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.1 million during the three months ended February 29, 2024.

Professional fees were $1.0 million during the three months ended February 28, 2025, compared to $0.5 million during the three months ended February 29, 2024. The increase was primarily the result of increased legal and accounting fees incurred for the ATM program, due to timing, as the ATM program renewal was completed in December 2024 of the current quarter compared to completion of the 2023 ATM program renewal in November 2023.

Share of loss in associate was $0.2 million during the three months ended February 28, 2025, compared to $0.4 million during the three months ended February 29, 2024. The decrease in share of loss in associate was primarily the result of less activity at NevGold in the three months ended February 28, 2025.

In the three months ended February 29, 2024, the Company recorded a recovery on the receipt of a mineral property option payment of $3.2 million. The recovery resulted from the receipt of NevGold Shares as an option payment from NevGold in the amount of $3.2 million for the Almaden Project. As a result, the Company completed the sale of the Almaden Project, which was renamed Nutmeg Mountain by NevGold, to a subsidiary of NevGold.

For the three months ended February 28, 2025, the Company recognized a current income tax recovery of $0.1 million, compared to a current income tax expense of $1.8 million for the three months ended February 29, 2024. The current income tax expense during the three months ended February 29, 2024 resulted from the completion of the sale of the Almaden Project to a subsidiary of NevGold.

For the three months ended February 28, 2025, the Company recognized a deferred income tax recovery of $0.5 million, compared to $1.2 million for the three months ended February 29, 2024. The deferred income tax recovery for both periods resulted from the remeasurement of GRC Shares at fair value.

For the three months ended February 28, 2025, the Company recorded an unrealized gain on revaluation of long-term investments of $3.4 million in other comprehensive income, compared to $3.3 million for the three months ended February 29, 2024, as a result of an increase in the fair value of its long-term investments. The unrealized gains during the three months ended February 28, 2025 and the three months ended February 29, 2024, respectively, were offset by deferred income tax expenses of $0.5 million and $0.4 million respectively. 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 28, 2025, the Company's net loss was $4.9 million, or $0.02 per share on a basic and diluted basis, of which $4.6 million was attributable to shareholders of the Company and $0.3 million was attributable to non-controlling interests, compared to a net loss of $2.8 million, or $0.01 per share on a basic and diluted basis, of which $2.6 million was attributable to shareholders of the Company and $0.2 million was attributable to non-controlling interests during the three months ended February 29, 2024.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

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 and diluted
	Net loss			net loss per share
(in thousands of dollars, except per share amounts)	($)			($)
February 28, 2025		(4,891	)		(0.02	)
November 30, 2024		(9,396	)		(0.04	)
August 31, 2024		(9,480	)		(0.05	)
May 31, 2024		(5,692	)		(0.03	)
February 29, 2024		(2,779	)		(0.01	)
November 30, 2023		(7,639	)		(0.04	)
August 31, 2023		(9,624	)		(0.05	)
May 31, 2023		(7,074	)		(0.04	)

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 month periods ended November 30, 2024, August 31, 2024, November 30, 2023 and 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 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 May 31, 2023, net loss was higher compared to other quarters as a result of increased activities and expenses associated with preparations for the initial public offering of U.S. GoldMining in 2023 and a higher deferred tax expense, primarily associated with the Company's long-term investments.

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 $4.6 million and other assets of $1.9 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 28,		As at November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Cash and cash equivalents		9,230		11,880
Working capital		6,674		9,081
Long-term investments		42,350		38,906
Total assets		123,782		120,961
Total current liabilities		4,306		4,235
Accounts payable and accrued liabilities		1,971		1,602
Total non-current liabilities		1,567		1,565
Shareholders' equity		116,701		113,759
Non-controlling interests		1,208		1,402

Capital resources of the Company consist primarily of cash and cash equivalents, restricted cash, other receivables, liquid short-term investments, long-term investments and shares held in NevGold, which are accounted for as an investment in associate, and GRC Shares. As of February 28, 2025, the Company had cash and cash equivalents totalling $9.2 million compared to $11.9 million at November 30, 2024, and $1.8 million in other current assets compared to $1.4 million at November 30, 2024. This includes cash and cash equivalents held by U.S. GoldMining of $4.5 million compared to $5.5 million at November 30, 2024, and $0.4 million in other current assets held by U.S. GoldMining compared to $0.5 million at November 30, 2024.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

The decrease in cash and cash equivalents was primarily the result of operating expenditures offset by cash proceeds from the ATM Program during the three months ended February 28, 2025. As of February 28, 2025, the Company had long-term investments of $42.4 million compared to $38.9 million as at November 30, 2024, and held NevGold Shares with a fair value of $8.0 million as at February 28, 2025, compared to $6.7 million as at November 30, 2024. The increase in the fair value of long-term investments and the fair value of NevGold Shares was the result of an increase in the market prices of GRC and NevGold Shares held by the Company.

The Company had accounts payable and accrued liabilities of $2.0 million as of February 28, 2025, compared to $1.6 million at November 30, 2024. As of February 28, 2025, the Company had working capital (current assets less current liabilities) of $6.7 million compared to $9.1 million at November 30, 2024. As of February 28, 2025, U.S. GoldMining had working capital of $4.2 million compared to $5.3 million at November 30, 2024.

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 ongoing review 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.

Contractual Obligations

The following table summarizes the Company's contractual obligations as at February 28, 2025, 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		814		278		421		116		-
Land Access Agreements		31		31		-		-		-
Total Contractual Obligations		845		309		421		116		-

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 $0.8 million over the next five years. These leased facilities include those of U.S. GoldMining.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Commitments

Boa Vista Joint Venture Project

The Company holds an approximate 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands, which 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., 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. This was subsequently amended, whereby 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 ($0.7 million) (the "Final Payment") was June 30, 2024. In June 2024 GT extended the option to make the Final Payment on June 30, 2025 by making a payment of R$0.21 million ($0.05 million).

In addition, GT must make a bonus payment of US$1,500,000 if GT defines a NI 43-101 compliant proven and probable gold reserve in excess of three million gold ounces, with the payment payable within 30 days of the commencement of mine production in accordance with its terms.

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 ANM granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina 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 a 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.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Cash Flows

Operating Activities

Net cash used in operating activities during the three months ended February 28, 2025, was $4.2 million, compared to $3.7 million during the three months ended February 29, 2024. Significant operating expenditures during the current period included general and administrative expenses, directors' fees, employee salaries and benefits, professional fees and exploration expenditures. Net cash used in operating activities during the three months ended February 28, 2025 reflected a net loss of $4.9 million, compared to $2.8 million during the three months ended February 29, 2024, primarily offset by non-cash items including share-based compensation of $1.1 million, compared to $1.3 million during the three months ended February 29, 2024, share of loss in associate of $0.2 million, compared to $0.4 million during the three months ended February 29, 2024, depreciation charge of $0.1 million, compared to $0.1 million during the three months ended February 29, 2024, deferred income tax recovery of $0.5 million, compared to $1.2 million during the three months ended February 29, 2024, recovery on the receipt of mineral property option payments of $nil, compared to $3.2 million in the three months ended February 29, 2024 and share of loss on investment in joint venture of $0.0 million, compared to $0.1 million during the three months ended February 29, 2024. Non-cash working capital changes include an increase in other receivables of $0.0 million compared to a decrease of $0.1 million during the three months ended February 29, 2024, an increase of prepaid expenses and deposits of $0.3 million, compared to a decrease of $0.3 million during the three months ended February 29, 2024, an increase of accounts payable and accrued liabilities of $0.4 million compared to a decrease of $0.4 million during the three months ended February 29, 2024, a decrease in income taxes payable of $0.1 million compared to an increase of $1.8 million during the three months ended February 29, 2024, and a decrease in due to related parties of $0.3 million compared to a decrease of $0.2 million during the three months ended February 29, 2024. The increase in income taxes payable during the three months ended February 29, 2024 was primarily attributed to the sale of the Almaden Project.

Investing Activities

Net cash used in investing activities during the three months ended February 28, 2025 was $nil, compared to $0.5 million during the three months ended February 29, 2024. Net cash used in investing activities during the three months ended February 28, 2024 was primarily related to investment in joint venture of $0.1 million, purchase of securities in the amount of $0.2 million, and a mineral property option payment of $0.2 million for the La Garrucha concession.

Financing Activities

Net cash provided by financing activities during the three months ended February 28, 2025, was $1.4 million, compared to $0.7 million during the three months ended February 29, 2024. 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 28, 2025 in the amount of $1.3 million, compared to $0.8 million during the three months ended February 29, 2024, and net proceeds received from U.S. GoldMining's ATM Program of $0.2 million, compared to $nil during the three months ended February 29, 2024.

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 28, 2025, the Company incurred related party transactions of $0.0 million, compared to $0.1 million for the three months ended February 29, 2024 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. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2025, the Company did not enter into any contracts or undertake any commitments or obligations with any related parties other than as disclosed herein.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Transactions with Key Management Personnel

	For the three months ended
	February 28,		February 29,
	2025		2024
(in thousands of dollars)	($)		($)
Management fees		48		48
Director and officer fees		117		120
Share-based compensation		524		698
Total		689		866

As at February 28, 2025, $nil was payable to key management personnel for services provided to the Company (November 30, 2024: $0.3 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.

Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS accounting standards 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:

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 28, 2025, the Company has concluded no impairment indicators exist for any of its exploration and evaluation assets.

Changes in, and Initial Adoption of, Accounting Policies

The Company adopted the following amendments to IFRS, which were effective for the accounting period beginning on or after December 1, 2024:

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

Financial Instruments and Risk Management

●

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.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

Financial Risk Management Objectives and Policies

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 28,		As at November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Assets
United States Dollar		46,936		46,417
Brazilian Real		45		27
Colombian Peso		208		428
Total		47,189		46,872

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.4 million.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 28, 2025 would have an impact, net of tax, of approximately $3.7 million on other comprehensive income for the three months ended February 28, 2025. 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 28, 2025 would have an impact of $0.4 million on net loss for the three months ended February 28, 2025.

Interest Rate Risk

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

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. Substantially all of our cash and cash equivalents held with financial institutions exceeds government-insured limits. 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 the financial institutions where its deposits are held.

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 28, 2025, the Company has working capital (current assets less current liabilities) of $6.7 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 $4.6 million and other assets of $1.9 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 GoldMining Shares for cash, and ownership of liquid assets at its disposal.

As of February 28, 2025, the Company owns 9,878,261 U.S. GoldMining Shares and 122,490 warrants to purchase U.S. GoldMining Shares, 21,533,125 GRC Shares and 26,670,250 NevGold Shares with the following market values based upon the closing price of the applicable securities as of such date:

Equity Holdings	Market Value
U.S. GoldMining	$148.5 million (US$102.7 million)(1)
GRC	$42.4 million (US$29.3 million)
NevGold	$8.0 million

(1)	Includes fair value of 122,490 warrants held by the Company

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 at February 28, 2025, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $3.7 million on other comprehensive income for the three months ended February 28, 2025.

Outstanding Share Data

As of the date hereof, the Company has 196,025,957 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

Share Options

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

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

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
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		1,475,000
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,443,750
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 15, 2027		1.18		75,000
November 24, 2027		1.60		4,028,000
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		3,450,000
December 1, 2028		1.22		240,000
January 16, 2029		1.14		50,000
March 13, 2029		1.23		33,234
November 27, 2029		1.19		2,440,000
March 14, 2030		1.24		250,000
				15,568,929

Restricted Share Rights

As of the date of this MD&A, 672,840 restricted share rights to acquire 672,840 GoldMining Shares are outstanding (81,250 of which vested on February 27, 2025, and have yet to be issued).

Disclosure Controls and Procedures

The CEO and the CFO 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.

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.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2025

The CEO and CFO have evaluated whether there were changes to the DCP during the three months ended February 28, 2025 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 accounting standards. 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 accounting standards, 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 28, 2025 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

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EX-99.3 4 ex_800417.htm EXHIBIT 99.3 ex_800417.htm

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Alastair Still, Chief Executive Officer of GoldMining Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended February 28, 2025.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2024 and ended on February 28, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 11, 2025

/s/ Alastair Still

Alastair Still

Chief Executive Officer

EX-99.4 5 ex_800418.htm EXHIBIT 99.4 ex_800418.htm

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Patrick Obara, Chief Financial Officer of GoldMining Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended February 28, 2025.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2024 and ended on February 28, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 11, 2025

/s/ Patrick Obara

Patrick Obara

Chief Financial Officer