ゴールドマイニングの適時開示

6-K 1 gldmn20260708_6k.htm FORM 6-K gldmn20260708_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 July 2026.

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. 333-291776), 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AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 and six months ended May 31, 2026 and 2025 (unaudited).
99.2	Management’s discussion and analysis for the three and six months ended May 31, 2026.
99.3	Certification of interim filings – CEO, dated July 14, 2026.
99.4	Certification of interim filings – CFO, dated July 14, 2026.

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: July 14, 2026

EX-99.1 2 ex_985514.htm EXHIBIT 99.1 ex_985514.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

MAY 31, 2026 AND 2025

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.

Condensed Consolidated Interim Statements of Financial Position

As at May 31, 2026 and November 30, 2025

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

			As at May 31,			As at November 30,
	Notes		2026			2025 (revised-note 3)
			($)			($)
Assets
Current assets
Cash and cash equivalents		4		21,442			24,937
Restricted cash				-			60
Restricted deposits		5		1,309			-
Income taxes receivable				-			158
Prepaid expenses and deposits				1,113			555
Short-term investments		6		60,158			1,383
Other assets				193			491
				84,215			27,584
Non-current assets
Reclamation deposits				-			494
Exploration and evaluation assets		7		57,997			57,998
Land, property and equipment		8		3,278			2,953
Investment in joint venture				657			629
Long-term investments		9		96,546			148,303
				242,693			237,961

Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,876			2,171
Due to joint venture				29			29
Due to related parties		14		26			268
Lease liabilities				104			100
Income taxes payable				89			89
Withholding taxes payable				-			253
Derivative liabilities		12		-			1,598
				2,124			4,508
Non-current liabilities
Lease liabilities				146			199
Rehabilitation provisions				1,301			1,327
Deferred tax liability				9,933			3,926
				13,504			9,960

Equity
Issued capital		10		225,210			214,387
Reserves		10		15,565			14,786
Share issuance obligation				-			498
Accumulated deficit				(22,535	)		(8,718	)
Accumulated other comprehensive income				8,377			4,627
Total equity attributable to shareholders of the Company				226,617			225,580
Non-controlling interests		11		2,572			2,421
				229,189			228,001
				242,693			237,961

Commitments (Note 16)

Subsequent Event (Note 17)

Approved and authorized for issue by the Board of Directors on July 14, 2026.

/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 (loss)

For the three and six months ended May 31, 2026 and 2025

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

			For the three months						For the six months ended
			ended May 31,						May 31,
	Notes		2026			2025 (revised-note 3)			2026			2025 (revised-note 3)
			($)			($)			($)			($)
Operating expenses
Consulting fees				131			115			239			183
Depreciation		8		94			87			183			175
Directors' fees, employee salaries and benefits		14		861			582			1,674			1,177
Exploration expenses		7		3,149			1,039			4,727			1,570
General and administrative				1,789			1,756			3,976			3,774
Professional fees				607			543			1,254			1,494
Share-based compensation		10, 11		1,239			721			3,102			1,818
Share of income in associate				-			(527	)		-			(295	)
Share of loss on investment in joint venture				6			1			6			6
				7,876			4,317			15,161			9,902
Operating loss				(7,876	)		(4,317	)		(15,161	)		(9,902	)

Other items
Interest income				171			53			394			139
Gain on share sales of investment in associate				-			41			-			41
Gain on revaluation of derivative liabilities		12		1,865			810			1,342			2,893
Other expenses				(17	)		(42	)		(34	)		(57	)
Net foreign exchange gain (loss)				152			10			(268	)		54
Net loss for the period before taxes				(5,705	)		(3,445	)		(13,727	)		(6,832	)
Current income tax recovery (expense)				(2	)		(35	)		(2	)		82
Deferred income tax recovery (expense)				(3,065	)		1,674			(2,812	)		2,136
Net loss for the period				(8,772	)		(1,806	)		(16,541	)		(4,614	)

Attributable to:
Shareholders of the Company				(8,459	)		(1,733	)		(15,503	)		(4,559	)
Non-controlling interests				(313	)		(73	)		(1,038	)		(55	)
Net loss for the period				(8,772	)		(1,806	)		(16,541	)		(4,614	)

Other comprehensive income (loss)
Items not subsequently reclassified to net income or loss:
Unrealized gain on short-term investments		6		33,678			3			33,980			11
Unrealized gain (loss) on long-term investments		9		(40,695	)		12,382			(26,962	)		15,826
Deferred tax expense on investments				(886	)		(1,671	)		(3,108	)		(2,136	)
Items that may be reclassified subsequently to net income or loss:							-
Foreign currency translation adjustments				766			(2,614	)		(197	)		(644	)
Total comprehensive income (loss) for the period				(15,909	)		6,294			(12,828	)		8,443

Attributable to:
Shareholders of the Company				(15,623	)		6,429			(11,753	)		8,516
Non-controlling interests		11		(286	)		(135	)		(1,075	)		(73	)
Total comprehensive income (loss) for the period				(15,909	)		6,294			(12,828	)		8,443

Net loss per share, basic and diluted				(0.04	)		(0.01	)		(0.07	)		(0.02	)

Weighted average number of shares outstanding, basic and diluted				214,106,198			196,084,604			212,971,566			195,628,781

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 and six months ended May 31, 2026 and 2025

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

																	Accumulated			Attributable
																	Other			to Shareholders			Non-
			Number of		Issued						Share Issuance						Comprehensive			of the			Controlling
	Notes		Shares		Capital			Reserves			Obligation			Deficit			Income (Loss)			Company			Interests			Total
					($)			($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2024 (revised- note 3)				194,740,857		190,785			14,050			91			(8,382	)		(86,930	)		109,614			432			110,046
Restricted share rights vested		10		298,240		358			(497	)		140			-			-			1			-			1
US GoldMining																					-						-
Options exercised				-		-			-			-			(2	)		-			(2	)		2			-
Restricted share rights vested				-		-			-			-			(2	)		-			(2	)		2			-
At-the-Market offering:																					-						-
Common shares issued for cash				-		-			-			-			707			-			707			196			903
Agents' fees and issuance costs				-		-			-			-			(21	)		-			(21	)		(5	)		(26	)
At-the-Market offering:																					-						-
Common shares issued for cash		10		1,675,879		1,882			-			-			-			-			1,882			-			1,882
Agents' fees and issuance costs				-		(47	)		-			-			-			-			(47	)		-			(47	)
Share-based compensation		10		-		-			1,262			-			449			-			1,711			107			1,818
Other comprehensive income				-		-			-			-			-			13,075			13,075			(18	)		13,057
Net loss for the period				-		-			-			-			(4,559	)		-			(4,559	)		(55	)		(4,614	)
Balance at May 31, 2025(revised- note 3)				196,714,976		192,978			14,815			231			(11,810	)		(73,855	)		122,359			661			123,020
Options exercised		10		656,751		956			(512	)		-			-			-			444			-			444
Restricted share rights vested		10		146,204		197			(465	)		267			-			-			(1	)		-			(1	)
US GoldMining
Options exercised				-		-			-			-			(1	)		-			(1	)		1			-
Restricted share rights vested				-		-			-			-			(1	)		-			(1	)		1			-
At-the-Market offering:
Common shares issued for cash				-		-			-			-			9,228			-			9,228			2,990			12,218
Agents' fees and issuance costs				-		-			-			-			(249	)		-			(249	)		(76	)		(325	)
At-the-Market offering:
Common shares issued for cash		10		11,357,614		19,437			-			-			-			-			19,437			-			19,437
Agents' fees and issuance costs				-		(486	)		-			-			-			-			(486	)		-			(486	)
Common shares issued in flow-through share financing				373,135		399			-			-			-			-			399			-			399
Share-based compensation		10		-		-			948			-			156			-			1,104			44			1,148
Deferred tax benefits of share issuance costs				-		906			-			-			-			-			906			-			906
Transfer of OCI to accumulated- deficit upon disposal of investment				-		-			-			-			(53	)		53			-			-			-
Other comprehensive income				-		-			-			-			-			78,429			78,429			14			78,443
Net loss for the period				-		-			-			-			(5,988	)		-			(5,988	)		(1,214	)		(7,202	)
Balance at November 30, 2025 (revised- note 3)				209,248,680		214,387			14,786			498			(8,718	)		4,627			225,580			2,421			228,001
Options exercised		10		210,962		392			(121	)		-			-			-			271			-			271
Restricted share rights vested		10		363,950		560			(570	)		(498	)		-			-			(508	)		-			(508	)
US GoldMining
Warrants exercised, net of financing fees				-		-			-			-			(221	)		-			(221	)		551			330
Restricted share rights vested				-		-			-			-			(6	)		-			(6	)		6			-
At-the-Market offering:
Common shares issued for cash		11		-		-			-			-			701			-			701			278			979
Agents' fees and issuance costs		11		-		-			-			-			(22	)		-			(22	)		(7	)		(29	)
At-the-Market offering:
Common shares issued for cash		10		4,770,576		10,125			-			-			-			-			10,125			-			10,125
Agents' fees and issuance costs		10		-		(254	)		-			-			-			-			(254	)		-			(254	)
Share-based compensation		10, 11		-		-			1,470			-			1,234			-			2,704			398			3,102
Other comprehensive income (loss)				-		-			-			-			-			3,750			3,750			(37	)		3,713
Net loss for the period				-		-			-			-			(15,503	)		-			(15,503	)		(1,038	)		(16,541	)
Balance at May 31, 2026				214,594,168		225,210			15,565			-			(22,535	)		8,377			226,617			2,572			229,189

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 and six months ended May 31, 2026 and 2025

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

	For the six months ended
	May 31,
	2026			2025 (revised-note 3)
	($)			($)
Operating activities
Net loss for the period		(16,541	)		(4,614	)
Adjustments for non-cash items:
Depreciation		183			175
Share-based compensation		3,102			1,818
Share of income in associate		-			(295	)
Gain on revaluation of derivative liabilities		(1,342	)		(2,893	)
Deferred income tax expense (recovery)		2,812			(2,136	)
Others		39			(2	)
Net changes in non-cash working capital items:
Other assets		38			30
Incomes taxes receivable		231			-
Prepaid expenses and deposits		(558	)		104
Accounts payable and accrued liabilities		(295	)		16
Incomes taxes payable		-			(579	)
Due to related parties		(242	)		(243	)
Cash used in operating activities		(12,573	)		(8,619	)

Investing activities
Return of reclamation deposits		494			-
Investment in joint venture		(7	)		-
Purchase of equipment		(544	)		-
Proceeds from share sales of investment in associate, net of transaction costs		-			192
Payments for restricted deposits		(1,309	)		-
Cash (used in) generated from investing activities		(1,366	)		192

Financing activities
Net proceeds from At-the-Market offering, net of issuance costs		9,871			1,835
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		950			877
Proceeds from US GoldMining warrant exercises, net of issuance costs		103			-
Proceeds from common shares issued upon exercise of options		271			-
Cash paid for withholding taxes on restricted share rights vested		(508	)		-
Payment of lease liabilities		(61	)		(59	)
Cash generated from financing activities		10,626			2,653

Effect of exchange rate changes on cash		(242	)		(83	)

Net decrease in cash and cash equivalents and restricted cash		(3,555	)		(5,857	)
Cash and cash equivalents and restricted cash
Beginning of period		24,997			12,002
End of period		21,442			6,145



Supplemental cash flow disclosure:
Cash (received) paid for income taxes		(229	)		503

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 May 31, 2026 and November 30, 2025

(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 10.1). U.S. GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares (the "U.S. GoldMining Shares") are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols "USGO".

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, 2025 and 2024. 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 and six months ended May 31, 2026, were authorised for issue by the Company's Board of Directors (the "Board") on July 14, 2026.

2.2 Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim financial statements requires management to make accounting policy judgments, make 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.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

2.3 New Accounting Standards Issued but not effective

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.

Amendments to IAS 28- In June 2026, the IASB issued Amendments to the Fair Value Option for Investments in Associates and Joint Ventures, which clarified which entities are eligible to measure investments in associates and joint ventures at fair value under IAS 28 Investment in Associates and Joint Ventures. The exemption from applying the equity method in IAS 28 allows eligible entities to make an election to measure investments in associates and joint ventures at fair value through profit or loss. This election has to be made separately for each associate or joint venture at initial recognition. These amendments address stakeholders’ concerns about the diversity in practice when determining the scope of entities eligible to apply the Fair Value Option. This diversity has become increasingly important because the measurement at either fair value or using the equity method affects the classification of income and expenses in the statement of profit or loss under IFRS 18 "Presentation and Disclosure in Financial Statements", in either the operating or the investing category. The amendments are effective when an entity first applies IFRS 18, which will be for annual reporting periods beginning on or after January 1, 2027, or earlier if IFRS 18 is early adopted. Management is currently assessing the effect of these amendments on our financial statements.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

3.	Revisions to Comparative Financial Information

During the quarter ended May 31, 2026, the Company reassessed the accounting for the warrants issued by U.S. GoldMining in connection with its initial public offering on April 24, 2023. The U.S. GoldMining warrants ("U.S. GoldMining Warrants") were originally classified as equity instruments. Based on the reassessment, management concluded that, as of the issuance date, the warrants did not meet the "fixed-for-fixed" criterion in IAS 32, Financial Instruments: Presentation, because the warrant agreement permits cashless exercise under certain circumstances. As a result, the warrants should have been classified as derivative financial liabilities measured at fair value through profit or loss from inception rather than equity instruments.

Accordingly, the Company has revised its previously reported comparative financial information to reflect the appropriate classification and measurement of the U.S. GoldMining warrants. The revision resulted in the recognition of derivative financial liabilities upon issuance of the warrants, with subsequent changes in fair value recognized in the consolidated statements of net loss.

The effects of the revision on the previously reported comparative financial information are summarized below:

Consolidated statements of financial position – Revised

As at December 1, 2024

	As at November 30,
	2024 (as reported)			Adjustments			2024 (as revised)
Liabilities
Derivative liabilities		-			5,115			5,115
Current liabilities		4,235			5,115			9,350
Total liabilities		5,800			5,115			10,915

Equity
Accumulated deficit		(4,436	)		(3,946	)		(8,382	)
Accumulated other comprehensive income		(86,731	)		(199	)		(86,930	)
Total equity attributable to shareholders of the Company		113,759			(4,145	)		109,614
Non-controlling interests		1,402			(970	)		432
Total equity		115,161			(5,115	)		110,046

As at May 31, 2025

	As at May 31,
	2025 (as reported)			Adjustments			2025 (as revised)
Liabilities
Derivative liabilities		-			2,228			2,228
Current liabilities		3,430			2,228			5,658
Total liabilities		4,989			2,228			7,217

Equity
Accumulated deficit		(10,219	)		(1,591	)		(11,810	)
Accumulated other comprehensive income		(73,650	)		(205	)		(73,855	)
Total equity attributable to shareholders of the Company		124,155			(1,796	)		122,359
Non-controlling interests		1,093			(432	)		661
Total equity		125,248			(2,228	)		123,020

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

As at November 30, 2025

	As at November 30,
	2025 (as reported)			Adjustments			2025 (as revised)
Liabilities
Derivative liabilities		-			1,598			1,598
Current liabilities		2,910			1,598			4,508
Total liabilities		8,362			1,598			9,960

Equity
Accumulated deficit		(7,703	)		(1,015	)		(8,718	)
Accumulated other comprehensive income		4,825			(198	)		4,627
Total equity attributable to shareholders of the Company		226,793			(1,213	)		225,580
Non-controlling interests		2,806			(385	)		2,421
Total equity		229,599			(1,598	)		228,001

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

Consolidated statements of comprehensive income (loss) – Revised

For the three months ended May 31, 2025

	For the three months ended
	May 31
	2025 (as reported)			Adjustments		2025 (as revised)
Other items
Gain on revaluation of derivative liabilities		-			810		810
Net loss for the period before taxes		(4,255	)		810		(3,445	)
Net loss for the period		(2,616	)		810		(1,806	)

Attributable to:
Shareholders of the Company		(2,368	)		635		(1,733	)
Non-controlling interests		(248	)		175		(73	)
Net loss for the period		(2,616	)		810		(1,806	)

Other comprehensive income (loss)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments		(2,763	)		149		(2,614	)
Total comprehensive income for the period		5,335			959		6,294
Attributable to:
Shareholders of the Company		5,645			784		6,429
Non-controlling interests		(310	)		175		(135	)
Total comprehensive income for the period		5,335			959		6,294

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

For the six months ended May 31, 2025

	For the six months ended
	May 31
	2025 (as reported)			Adjustments			2025 (as revised)
Other items
Gain on revaluation of derivative liabilities		-			2,893			2,893
Net loss for the period before taxes		(9,725	)		2,893			(6,832	)
Net loss for the period		(7,507	)		2,893			(4,614	)

Attributable to:
Shareholders of the Company		(6,914	)		2,355			(4,559	)
Non-controlling interests		(593	)		538			(55	)
Net loss for the period		(7,507	)		2,893			(4,614	)

Other comprehensive income (loss)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments		(638	)		(6	)		(644	)
Total comprehensive income for the period		5,556			2,887			8,443
Attributable to:
Shareholders of the Company		6,167			2,349			8,516
Non-controlling interests		(611	)		538			(73	)
Total comprehensive income for the period		5,556			2,887			8,443

Net loss per share, basic and diluted		(0.04	)		0.02			(0.02	)

Consolidated statements of cash flows for the six months ended May 31, 2025 – Revised

The revision had no impact on the Company's cash used in operating activities, cash generated from (used in) investing and cash generated from financing activities for the six months ended May 31, 2025. The adjustment relates solely to the presentation of non-cash items within the consolidated statement of cash flows.

	For the six months ended
	May 31
	2025 (as reported)			Adjustments			2025 (as revised)
Net loss for the period		(7,507	)		2,893			(4,614	)
Adjustments for non-cash items:
Gain on revaluation of derivative liabilities		-			(2,893	)		(2,893	)
Cash used in operating activities		(8,619	)		-			(8,619	)

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

4.	Cash and Cash Equivalents

	May 31,		November 30,
	2026		2025
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		7,922		4,396
Term deposits		13,520		20,541
Total		21,442		24,937

5.	Restricted deposits

	May 31,		November 30,
	2026		2025
	($)		($)
Restricted deposits consists of:
Guaranteed investment certificate		1,250		-
Term deposits held as security for corporate credit cards		59		-
Total		1,309		-

On January 19, 2026, a subsidiary of the Company entered into a $1,250 credit facility with The Toronto-Dominion Bank, secured by a one-year cashable guaranteed investment certificate. Subsequently, on February 20, 2026, the subsidiary issued an irrevocable letter of credit in the amount of $985 to the Minister of Crown Indigenous Relations and Northern Affairs Canada in connection with the receipt of certain land use and water permits for the Yellowknife Gold Project.

6.	Short-term investments

As of May 31, 2026, the Company's short-term investments consist of equity securities held in NevGold Corp. ("NevGold"), Galleon Gold Corp. ("Galleon") and Australian Mines Limited ("AUZ") measured at FVTOCI. Short-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.

During the year ended November 30, 2025, the Company received 84,429,563 in ordinary shares of AUZ with an initial fair value of $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

The following tables outline the movement of the Company's short-term investments during the six months ended May 31, 2026, and year ended November 30, 2025:

	As at May 31,		As at November 30,						As at May 31,
	2026		2025						2026
	Number of shares		Fair value ($)		Unrealized Gains (FVTOCI) ($)		Reclassified from long- term investments ($)		Fair Value ($)
Investment in AUZ		84,429,563		1,313		946		-		2,259
Investment in Galleon		100,000		70		37		-		107
Investment in NevGold⁽¹⁾		19,073,350		-		32,997		24,795		57,792
				1,383		33,980		24,795		60,158

	As at November 30,		As at November 30,						As at November 30,
	2025		2024						2025
	Number of shares		Fair value ($)		Additions ($)		Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in AUZ		84,429,563		-		607		706		1,313
Investment in Galleon		100,000		18		-		52		70
				18		607		758		1,383

⁽¹⁾On February 28, 2026, investment in NevGold with a fair value of $24,795 (Note 9) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

7.	Exploration and Evaluation Assets

	For the six months ended
	May 31,
	2026			2025
	($)			($)

Balance at the beginning of period		57,998			56,547
Change in reclamation estimate		(41	)		39
Foreign currency translation adjustments		40			(472	)
Balance at the end of period		57,997			56,114

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

	May 31,		November 30,
	2026		2025
	($)		($)
La Mina		15,495		15,695
Titiribi		12,371		12,531
Yellowknife		7,396		7,419
Crucero		7,358		7,452
Cachoeira		6,442		6,171
São Jorge		5,428		5,199
Yarumalito		1,712		1,733
Whistler		1,072		1,104
Surubim		265		254
Batistão		244		234
Montes Áureos and Trinta		186		178
Rea		28		28
Total		57,997		57,998

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

Exploration Expenses

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

	For the three months ended				For the six months ended
	May 31,				May 31,
	2026		2025		2026		2025
	($)		($)		($)		($)
Whistler		1,673		360		2,166		504
São Jorge		779		392		1,396		548
Titiribi		141		167		295		276
Yarumalito		181		37		253		63
La Mina		174		54		224		97
Yellowknife		59		7		180		29
Crucero		42		-		105		1
Cachoeira		94		12		97		22
Rea		6		10		11		30
Total		3,149		1,039		4,727		1,570

8.	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, 2024		1,107			2,433			217			451			398			623			5,229
Disposition		-			-			(1	)		-			-			-			(1	)
Impact of foreign currency translation		(3	)		(6	)		6			4			2			-			3
Balance at November 30, 2025		1,104			2,427			222			455			400			623			5,231
Additions		-			-			-			-			432			112			544
Impact of foreign currency translation		(14	)		(31	)		2			(2	)		(4	)		(7	)		(56	)
Balance at May 31, 2026		1,090			2,396			224			453			828			728			5,719

Accumulated Depreciation
Balance at November 30, 2024		-			947			206			83			271			422			1,929
Depreciation		-			160			5			91			30			60			346
Disposition		-			-			(1	)		-			-			-			(1	)
Impact of foreign currency translation		-			(5	)		6			1			2			-			4
Balance at November 30, 2025		-			1,102			216			175			303			482			2,278
Depreciation		-			78			2			46			21			36			183
Impact of foreign currency translation		-			(14	)		2			(1	)		(2	)		(5	)		(20	)
Balance at May 31, 2026		-			1,166			220			220			322			513			2,441


Net Book Value
At November 30, 2025		1,104			1,325			6			280			97			141			2,953
At May 31, 2026		1,090			1,230			4			233			506			215			3,278

9.	Long-term Investments

As of May 31, 2026, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC") measured at FVTOCI. Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in long-term investments measured at FVTOCI.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

During the year ended November 30, 2025, the Company's investment in NevGold was reclassified from investment in associate to investment measured through FVTOCI.

The following tables outline the movement of the Company's long-term investments during the six months ended May 31, 2026, and year ended November 30, 2025:

	As at May 31,		As at November 30,								As at May 31,
	2026		2025								2026
	Number of shares		Fair value ($)		Unrealized Gains (Losses) (FVTOCI) ($)			Reclassified to short-term invesmtnets ($)			Fair Value ($)
Investment in GRC		21,533,125		132,091		(35,545	)		-			96,546
Investment in NevGold⁽¹⁾		-		16,212		8,583			(24,795	)		-
				148,303		(26,962	)		(24,795	)		96,546

	As at November 30,		As at November 30,									As at November 30,
	2025		2024									2025
	Number of shares		Fair value ($)		Additions ($)		Disposals ($)			Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in GRC		21,533,125		38,906		-		-			93,185		132,091
Investment in NevGold		19,073,350		-		5,982		(875	)		11,105		16,212
				38,906		5,982		(875	)		104,290		148,303

⁽¹⁾On February 28, 2026, investment in NevGold with a fair value of $24,795 (Note 6) was reclassified from long-term investments to short-term investments.

10.

Share Capital

10.1 Authorized

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

At-the-Market Equity Programs

Under the Company's December 2025 at-the-market equity program (the "ATM Program") the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares to the public from time to time, through 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 six months ended May 31, 2026, the Company issued 4,770,576 common shares under the ATM Program for gross proceeds of $10,125, with aggregate commissions paid to agents of $254.

During the six months ended May 31, 2025, the Company issued 1,675,879 common shares under the ATM Program for gross proceeds of $1,882, with aggregate commissions paid to agents of $47.

Flow-Through Share Financing

On June 6, 2025, the Company completed a non-brokered private placement of 373,135 common shares, which qualify as flow-through shares within the meaning of the Income Tax Act (Canada) (each a "FT Share") at a price of $1.34 per FT Share for gross proceeds of $500. The Company used an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada) in relation to the Company's Yellowknife Gold Project, on or before December 31, 2025.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

A fair value of $101 was assigned to the flow-through premium liability based on the residual value method. The Company recognized a flow-through recovery of $101 associated with eligible exploration expenditures during the year ended November 30, 2025. As of November 30, 2025 and May 31, 2026, the remaining flow-through premium liability is $nil.

10.2 Reserves

	Restricted Share Rights ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2024		18			10,491			3,541		14,050
Restricted share rights vested		(497	)		-			-		(497	)
Share-based compensation		719			543			-		1,262
Balance at May 31, 2025		240			11,034			3,541		14,815
Options exercised		-			(512	)		-		(512	)
Restricted share rights vested		(465	)		-			-		(465	)
Share-based compensation		232			716			-		948
Balance at November 30, 2025		7			11,238			3,541		14,786
Options exercised		-			(121	)		-		(121	)
Restricted share rights vested		(570	)		-			-		(570	)
Share-based compensation		554			916			-		1,470
Balance at May 31, 2026		(9	)		12,033			3,541		15,565

10.3 Share Options

The Company's share option plan (the "Option Plan") was approved by the Board on January 28, 2011, and on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022, the Option Plan was amended and restated (the "Amended and Restated Option Plan"). The Amended and Restated Option Plan was approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 15, 2025.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2024		15,481,429			1.61
Granted		250,000			1.24
Forfeited		(227,500	)		1.75
Balance at May 31, 2025		15,503,929			1.60
Granted		2,797,000			1.94
Exercised		(1,091,984	)		1.30
Forfeited		(17,500	)		1.19
Expired		(1,925,000	)		2.82
Balance at November 30, 2025		15,266,445			1.53
Granted		289,200			2.12
Exercised⁽¹⁾		(250,000	)		1.38
Forfeited		(31,500	)		1.76
Balance at May 31, 2026		15,274,145			1.54

(1)

During the three and six months ended May 31, 2026, the Company issued 185,000 and 210,962 common shares, respectively, at weighted average trading prices of $2.14 and $2.08, respectively. The common shares were issued pursuant to the exercise of 250,000 share options, of which 25,962 common shares were issued pursuant to the exercise of 65,000 share options on a net exercise basis.

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:

	Six months ended May 31, 2026			Six months ended May 31, 2025
Risk-free interest rate		2.58	%		2.59	%
Expected life (years)		2.87			2.81
Expected volatility		44.94	%		41.66	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		5.99	%		0.27	%

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

A summary of Options outstanding and exercisable as of May 31, 2026, 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		3,000,000		1.09		2.40		3,000,000		1.09		2.40
$1.19 - $1.59		2,863,750		1.22		3.21		2,863,750		1.22		3.21
$1.60 - $1.72		3,811,750		1.60		1.48		3,811,750		1.60		1.48
$1.73 - $1.89		2,367,500		1.83		0.45		2,367,500		1.83		0.45
$1.90 - $2.34		3,231,145		1.96		4.32		1,627,745		1.96		4.12
		15,274,145		1.54		2.43		13,670,745		1.49		2.18

The amount of share-based compensation expense recognized for Options during the three and six months ended May 31, 2026, was $417 and $916 (three and six months ended May 31, 2025: $276 and $543), with the fair value estimated using the Black-Scholes option pricing model.

10.4 Restricted Share Rights

The Company's restricted share rights plan (the "RSRP") was approved by the Board on November 27, 2018, and amended and restated on March 28, 2025. Pursuant to the terms of the RSRP, 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 RSRP was approved by the Company's shareholders in accordance with its terms at the Company's Annual General and Special Meeting held on May 15, 2025.

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 settles 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.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

The following outlines movements of the Company's RSRs:

	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2024		765,165			1.19
Vested		(417,615	)		1.19
Forfeited		(6,500	)		1.19
Balance at May 31, 2025		341,050			1.19
Granted		379,840			1.94
Vested		(371,204	)		1.25
Balance at November 30, 2025		349,686			1.94
Granted		10,000			1.90
Vested⁽¹⁾⁽²⁾		(200,571	)		1.94
Forfeited		(2,275	)		1.94
Balance at May 31, 2026		156,840			1.94

(1)

During the six months ended May 31, 2026, 418,750 RSRs, which vested during the year ended November 30, 2025, were net settled, resulting in the issuance of 195,329 GoldMining Shares, with the remaining RSRs used to settle payroll withholding taxes.

(2)

During the six months ended May 31, 2026, 73,420 RSRs, which vested during the six months ended May 31, 2026, were net settled, resulting in the issuance of 57,445 GoldMining Shares, with the remaining RSRs used to settle payroll withholding taxes.

The amount of share-based compensation expense recognized for RSRs during the three and six months ended May 31, 2026, was $212 and $554 (three and six months ended May 31, 2025: $256 and $719).

11.

Non-Controlling Interests

11.1 U.S. GoldMining equity transactions

In May 2026, GoldMining exercised 122,490 U.S. GoldMining Warrants at an exercise price of US$13 per warrant for a total exercise cost of $2,190 (US$1.59 million) and received 122,490 U.S. GoldMining Shares.

As at May 31, 2026, GoldMining held 10,000,751 U.S. GoldMining Shares, or approximately 74.1% of U.S. GoldMining's outstanding common shares, and has common management of U.S. 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 NCI. The NCI in U.S. GoldMining's net assets is reflected in the condensed consolidated interim statements of financial position and the condensed consolidated interim statements of changes in equity. The NCI in these condensed consolidated interim financial statements of $2,572 as at May 31, 2026, solely relates to U.S. GoldMining.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

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

	As at May 31,		As at November 30,
	2026		2025 (revised)
	($)		($)
Assets
Cash and cash equivalents		8,165		10,193
Restricted cash		-		60
Restricted deposits		59		-
Prepaid expenses and deposits		377		122
Other assets		102		100
Land, property and equipment		1,701		1,312
Exploration and evaluation assets		60		79
		10,464		11,866

Liabilities
Accounts payable and accrued liabilities		459		446
Withholding taxes payable		-		253
Rehabilitation provisions		445		461
Lease liability		104		124
Derivative liabilities		-		1,598
		1,008		2,882

Refer to segmented information Note 15 for a breakdown of U.S. GoldMining's net loss.

The following table summarizes U.S. GoldMining's cash flow activities during the six months ended May 31, 2026 and 2025:

	For the six months ended			For the six months ended
	May 31, 2026			May 31, 2025
	($)			($)
Cash used in operating activities		(4,564	)		(2,384	)
Cash used in investing activities		(600	)		-
Cash generated from financing activities		3,217			852

Effect of exchange rate changes on cash		(141	)		(56	)

Net decrease in cash and cash equivalents and restricted cash		(2,088	)		(1,588	)
Cash and cash equivalents and restricted cash
Beginning of period		10,253			5,666
End of period		8,165			4,078

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

On December 12, 2025, U.S. GoldMining filed a prospectus supplement to increase its at-the-market equity program (the "U.S. GoldMining ATM Program") capacity by US$6.1 million, excluding approximately US$10.1 million in shares previously sold under the program prior to a filing on December 12, 2025.

On June 26, 2026, U.S. GoldMining filed a prospectus supplement to reduce the maximum amount of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to approximately US$2.1 million of U.S. GoldMining Shares.

On July 6, 2026, U.S. GoldMining filed a prospectus supplement to increase the maximum number of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to approximately US$4.2 million of U.S. GoldMining Shares, which does not include the U.S. GoldMining Shares that were sold pursuant to the U.S. GoldMining ATM Program prior to July 6, 2026, having an aggregate gross sales price of approximately US$10.7 million.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

During the six months ended May 31, 2026, U.S. GoldMining sold 61,515 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $979 (US$0.71 million). As a result, the Company recorded a dilution gain in equity of $701, or $679 net of agents' fees and issuance costs.

During the six months ended May 31, 2025, U.S. GoldMining sold 58,732 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $903 (US$0.64 million). As a result, the Company recorded a dilution gain in equity of $707, or $686 net of agents' fees and issuance costs.

11.2 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, 2024		185,550			10.00
Granted		140,500			10.00
Exercised		(20,000	)		10.00
Forfeited		(12,500	)		10.00
Balance at May 31, 2025		293,550			10.00
Exercised		(13,750	)		10.00
Balance at November 30, 2025		279,800			10.00
Granted		155,500			9.55
Forfeited		(5,800	)		9.79
Balance at May 31, 2026		429,500	⁽¹⁾		9.84

⁽¹⁾As at May 31, 2026, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.50 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:

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

	Six months ended May 31, 2026			Six months ended May 31, 2025
Share price at grant date	US$9.55			US$8.74
Risk-free interest rate		3.51	%		4.32	%
Expected life (years)		3.00			3.00
Expected volatility⁽¹⁾		56.95	%		55.45	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.00	%		0.00	%

⁽¹⁾As there was 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 and six months ended May 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $236 and $601 (three and six months ended May 31, 2025: $141 and $432) for stock options granted.

11.3 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 and September 13, 2025.

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. As at May 31, 2026, 254,000 Restricted Shares remain outstanding and are subject to certain performance conditions.

During the three and six months ended May 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $301 and $851 (three and six months ended May 31, 2025: an expense of $3 and a recovery of $1), related to U.S. GoldMining's Restricted Shares.

11.4 U.S. GoldMining Restricted Share Units

U.S. GoldMining's restricted share units ("RSUs") vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense is 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.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

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

	Number of RSUs			Weighted Average Value (US$)
Balance at November 30, 2024		-			-
Granted		15,050			8.32
Vested		(3,763	)		8.32
Forfeited		(600	)		8.32
Balance at May 31, 2025		10,687			8.32
Granted		5,000			9.25
Vested		(7,126	)		8.32
Balance at November 30, 2025		8,561			8.86
Granted		16,200			9.40
Vested		(9,986	)		8.98
Forfeited		(500	)		9.40
Balance at May 31, 2026		14,275			9.37

Share-based compensation of $74 (US$0.05 million) and $180 (US$0.13 million) was recognized for the three and six months ended May 31, 2026 (three and six months ended May 31, 2025: $54 (US$0.04 million) and $125 (US$0.09 million)), related to U.S. GoldMining's RSUs.

11.5 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 November 30, 2024, May 31, 2025, and November 30, 2025		1,740,992			13.00
Exercised⁽¹⁾		(455,837	)		13.00
Expired		(1,285,155	)		13.00
Balance at May 31, 2026		-			-

(1)

During the six months ended May 31, 2026, 455,837 U.S. GoldMining Warrants were exercised. Of this amount, U.S GoldMining issued 130,823 U.S. GoldMining Shares on a cash basis (see note 11.1) in addition to, 15,107 U.S. GoldMining Shares that were issued on a cashless basis in accordance with the terms of the warrant agreement related to 325,014 U.S. GoldMining Warrants.

12.

Derivative Liabilities

The Company's derivative liabilities are related to U.S. GoldMining Warrants (see Note 11.5). The fair value of the derivative liabilities was determined based on the quoted market price of the publicly traded warrants (symbol: ‘USGOW’) on the Nasdaq Capital Market. As the warrants were traded in an active market, the fair value measurement is classified as Level 1 within the fair value hierarchy. During the quarter ended May 31, 2026, the Company revised its accounting treatment for the U.S. GoldMining Warrants and retrospectively reclassified the warrants from equity instruments to derivative warrant liabilities (see Note 3).

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

The movement in derivative liabilities is as follows:

	For the six months ended
	May 31,
	2026			2025
	($)			($)
Balance at the beginning of period		1,598			5,115
Warrant exercised		(227	)		-
Change in fair value during the period		(1,342	)		(2,893	)
Impact of foreign currency translation		(29	)		6
Balance at the end of period		-			2,228

13.

Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, restricted deposits, short-term investments, 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.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

●

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, restricted deposits, 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 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.

13.1

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.

13.2

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 its foreign exchange exposure.

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

	As at May 31,		As at November 30,
	2026		2025
	($)		($)
Assets
United States Dollar		116,260		156,047
Australian Dollar		2,259		1,313
Colombian Peso		761		307
Total		119,280		157,667

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $370.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at May 31, 2026, would have an impact, net of tax, of approximately $8,352 on other comprehensive income for the six months ended May 31, 2026. 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 May 31, 2026, would have an impact of $1,934 on net loss for the six months ended May 31, 2026.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

13.3

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, restricted deposits 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.

13.4

Credit Risk

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

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents, restricted deposits 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, restricted cash and restricted deposits 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.

13.5

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 May 31, 2026, the Company has working capital (current assets less current liabilities) of $82,091. The Company's prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents of $8,165 and other current assets of $538 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 11.1).

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

As of May 31, 2026, the Company owns securities in the following publicly listed companies:

Equity Holdings	Exchange	Number of Securities	Fair Value⁽¹⁾
U.S. GoldMining	NASDAQ	10,000,751 shares	$140.7 million (US$102.0 million)
Gold Royalty Corp.	NYSE American	21,533,125 shares	$96.5 million (US$70.0 million)
NevGold	TSX-V	19,073,350 shares	$57.8 million⁽²⁾
Australian Mines Limited	ASX	84,429,563 shares	$2.3 million (AUD$2.3 million)
Galleon Gold Corp.	TSX-V	100,000 shares	$0.1 million

(1)	Fair values based upon the closing price of the applicable securities as of May 31, 2026.

(2)	Standstill agreement in place until February 27, 2027 (Note 6).

GoldMining believes that, taking into account its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC, NevGold, AUZ and Galleon shares, and access to its ATM Program, it will be able to meet its working capital requirements for the next twelve months commencing from the date that the condensed consolidated interim financial statements are issued.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

13.6

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments ("Equity Investments"). The Company does not actively trade its Equity Investments. The share prices of Equity Investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity Investments held as at May 31, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $13,555 on other comprehensive loss for the six months ended May 31, 2026.

14.

Related Party Transactions

14.1

Related Party Transactions

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

●

During the three and six months ended May 31, 2026, the Company incurred $4 and $7 (three and six months ended May 31, 2025: $4 and $8) 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 and six months ended May 31, 2026, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

14.2 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 and six months ended May 31, 2026:

	For the three months ended				For the six months ended
	May 31,		May 31,		May 31,		May 31,
	2026		2025		2026		2025
	($)		($)		($)		($)
Management fees		52		47		103		95
Director and officer fees		74		111		189		228
Share-based compensation		604		326		1,598		850
Total		730		484		1,890		1,173

As at May 31, 2026, $26 was payable to key management personnel for services provided to the Company (November 30, 2025: $267). 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.

15.

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.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

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

	Total non-current assets
	As at May 31,		As at November 30,
	2026		2025
	($)		($)
Canada		104,339		156,661
Colombia		30,891		31,308
Brazil		13,221		12,665
Peru		7,358		7,452
United States		2,669		2,291
Total		158,478		210,377

	Total operating loss				Total operating loss
	For the three months ended				For the six months ended
	May 31, 2026		May 31, 2025		May 31, 2026		May 31, 2025
	($)		($)		($)		($)
Canada		2,316		2,066		5,756		5,467
United States		3,398		987		5,713		2,512
Brazil		1,404		805		2,399		1,088
Colombia		715		453		1,221		809
Peru		43		6		72		26
Total		7,876		4,317		15,161		9,902

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

	Total assets				Total liabilities
	As at May 31,		As at November 30,		As at May 31,		As at November 30,
	2026		2025		2026		2025
	($)		($)		($)		($)
U.S. GoldMining⁽¹⁾		11,476		12,891		1,008		2,882
Others⁽²⁾		231,217		225,070		12,496		7,078
Total		242,693		237,961		13,504		9,960

⁽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

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

	For the three months ended May 31, 2026									For the three months ended May 31, 2025
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			131			131			7			108			115
Depreciation		71			23			94			64			23			87
Directors' fees, employee salaries and benefits		156			705			861			145			437			582
Exploration expenses		1,673			1,476			3,149			360			679			1,039
General and administrative		851			938			1,789			390			1,366			1,756
Professional fees		283			324			607			187			356			543
Share-based compensation		612			627			1,239			198			523			721
Share of income in associate		-			-			-			-			(527	)		(527	)
Share of loss on investment in joint venture		-			6			6			-			1			1
		3,646			4,230			7,876			1,351			2,966			4,317
Operating loss		(3,646	)		(4,230	)		(7,876	)		(1,351	)		(2,966	)		(4,317	)

Other items
Interest income		55			116			171			42			11			53
Gain on sales of investment in associate		-			-			-			-			41			41
Gain on revaluation of derivative liabilities		1,865			-			1,865			810			-			810
Other expenses		(7	)		(10	)		(17	)		(8	)		(34	)		(42	)
Net foreign exchange gain (loss)		(5	)		157			152			-			10			10
Net loss for the period before taxes		(1,738	)		(3,967	)		(5,705	)		(507	)		(2,938	)		(3,445	)
Current income tax expense		-			(2	)		(2	)		-			(35	)		(35	)
Deferred income tax recovery (expense)		-			(3,065	)		(3,065	)		-			1,674			1,674
Net loss for the period		(1,738	)		(7,034	)		(8,772	)		(507	)		(1,299	)		(1,806	)

	For the six months ended May 31, 2026									For the six months ended May 31, 2025
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			239			239			17			166			183
Depreciation		137			46			183			128			47			175
Directors' fees, employee salaries and benefits		342			1,332			1,674			313			864			1,177
Exploration expenses		2,166			2,561			4,727			504			1,066			1,570
General and administrative		1,435			2,541			3,976			1,312			2,462			3,774
Professional fees		509			745			1,254			376			1,118			1,494
Share-based compensation		1,633			1,469			3,102			556			1,262			1,818
Share of income in associate		-			-			-			-			(295	)		(295	)
Share of loss on investment in joint venture		-			6			6			-			6			6
		6,222			8,939			15,161			3,206			6,696			9,902
Operating loss		(6,222	)		(8,939	)		(15,161	)		(3,206	)		(6,696	)		(9,902	)

Other items
Interest income		140			254			394			93			46			139
Gain on sales of investment in associate		-			-			-			-			41			41
Gain on revaluation of derivative liabilities		1,342			-			1,342			2,893			-			2,893
Other expenses		(15	)		(19	)		(34	)		(17	)		(40	)		(57	)
Net foreign exchange gain (loss)		(8	)		(260	)		(268	)		(1	)		55			54
Net loss for the period before taxes		(4,763	)		(8,964	)		(13,727	)		(238	)		(6,594	)		(6,832	)
Current income tax recovery (expense)		-			(2	)		(2	)		(5	)		87			82
Deferred income tax recovery (expense)		-			(2,812	)		(2,812	)		-			2,136			2,136
Net loss for the period		(4,763	)		(11,778	)		(16,541	)		(243	)		(4,371	)		(4,614	)

⁽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.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

16.

Commitments

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 Brazilian 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, September 13, 2024 October 9, 2025, March 5, 2026 and June 25, 2026, 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 September 30, 2026.

Whistler Project

In March 2026, U.S. GoldMining entered into an agreement with a technical consultant for the management and execution of an exploration program for the Whistler Project in 2026, which may be adjusted, paused, postponed or terminated by either party with 30 days written notice.

Yarumalito Project

As part of the approved Programa de Trabajo y Obras, the Company has the commitment with Agencia Nacional de Minería to complete a drilling campaign of 1,200 meters in 2026.

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at May 31, 2026, including payments due for each of the next five years and thereafter.

	Amount ($)
Due within 1 year		315
1 – 3 years		120
3 – 5 years		-
More than 5 years		-
Total		435	⁽¹⁾

⁽¹⁾Includes $9 related to low value assets, $217 related to short-term leases and $209 related to non-lease components of leases on the date of inception of each lease agreement.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at May 31, 2026 and November 30, 2025

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

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.

17.

Subsequent Event

On June 26, 2026, U.S. GoldMining entered into a securities purchase agreement with an institutional investor, pursuant to which U.S. GoldMining agreed to issue and sell in a registered direct offering 522,876 U.S. GoldMining Shares, at a purchase price of US$7.65 per share. The gross proceeds to U.S. GoldMining from the registered direct offering were approximately $5.7 million (US$4.0 million). No commissions were payable in connection with the offering. The transaction closed on June 29, 2026.

EX-99.2 3 ex_985515.htm EXHIBIT 99.2 ex_985515.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026

(Expressed in Canadian dollars unless otherwise stated)

July 14, 2026

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the three and six months ended May 31, 2026, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2026, including the notes thereto, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2025, 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$" are to Brazilian Reals and references to "AU$" are to Australian dollars.

The Company's unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2026, 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 July 14, 2026.

Cautionary Statement Regarding Forward-Looking Information

This MD&A contains "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. In addition, this MD&A may contain forward-looking statements attributed to third party industry sources.

Without limitation, this MD&A contains forward-looking statements pertaining to the following: the Company's future exploration and development plans and strategies; expectations regarding exploration activities and/or plans on the Company's and its subsidiaries' projects; the Company's mineral resource estimates; the completion of future transactions; capital expenditure programs and the timing and method of financing thereof; the requirement for additional financing in order to maintain the Company's operations and exploration activities; expectations respecting the receipt of necessary licenses and permits, including obtaining extensions thereof; the Company's ability to raise the capital necessary to fund its operations and the potential development of its properties; the Company's ability to obtain the resources to conduct exploration and development activities on its properties; forecasts relating to mining, development and other activities at the Company's operations; potential increases in the ultimate recovery of gold from its properties; forecasts relating to market developments and trends in global supply and demand for gold and copper; future royalty and tax payments and rates; and future work on the Company's non-material properties.

Forward-looking statements are based on a number of material assumptions, including, but not limited to, 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 timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof will occur and proceed as expected; current gold, silver, base metal and other commodity prices will be sustained, or will improve; the proposed development of the Company's projects will be viable operationally and economically and will proceed as expected; any additional financing required by the Company will be available, and on reasonable terms; the accuracy of any mineral reserve and mineral resource estimates; the accuracy of budgeted exploration and development costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; political and regulatory stability; the receipt of governmental and third-party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits and obtaining all other required approvals, licenses and permits on favourable terms; and the Company will not experience any material accident, labour dispute or failure of plant or equipment.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements, 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; 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 uncertainty of mineral resource estimates; fluctuation in market value of publicly traded securities held by the Company; 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 Company's broad discretion relating to the use of proceeds raised from financings or future financings; general economic conditions; gold and other commodity price fluctuations and volatility; the Company has no known mineral reserves and that no economic reserves may exist on the Company's projects; 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; referendums or resolutions respecting prohibitions or restrictions on mining; 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; the presence of artisanal miners; 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; war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environment; infrastructure; competitive conditions in the mineral exploration and mining industry; property and mineral title, including defective title to mineral claims or property; environmental regulation and liability; costs, compliance and other risks associated with climate change and emerging climate change regulation; information systems and cyber security; uncertainty of the performance of contractors; costs, delays and other risks associated with statutory and regulatory compliance; the uncertainty of profitability and financing risks, as the Company has no history of earnings; health epidemics or pandemics; internal controls over financial reporting; foreign exchange fluctuations; the ability of the Company to retain skilled and experienced personnel, contractors, management and employees; potential litigation; foreign operations; possible conflicts of interest; uninsurable risks; risks associated with joint ventures; and capital cost estimates. 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. The risk factors referenced herein should not be construed as exhaustive. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements.

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 São Jorge Gold Project, located in the State of Pará, Brazil (the "São Jorge Project"), its La Mina Gold Project (the "La Mina Project") and Titiribi Gold-Copper Project, located in the Department of Antioquia, Colombia (the "Titiribi Project"), and the Whistler Gold-Copper Project, located in Alaska, United States (the "Whistler Project"), in which it has an indirect interest through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining"). The Company has control over, and consolidates, U.S. GoldMining. As at May 31, 2026, the Company held approximately 74.1% of the outstanding shares of common stock of U.S. GoldMining (the "U.S. GoldMining Shares").

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

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

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

Company Strategy

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

Recent Developments

Updated At-the-Market Equity Program

The Company has established an at-the-market equity program (the "ATM Program") pursuant to an equity distribution agreement dated December 8, 2025 (the "2025 Distribution Agreement") with a syndicate of agents (the "Agents"). Under the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares to the public from time to time, through 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 May 31, 2026, the Company issued a total of 483,076 GoldMining Shares under the ATM Program for aggregate gross proceeds of $0.8 million. Aggregate gross proceeds raised over the three months ended May 31, 2026, were approximately US$0.6 million from sales conducted through the facilities of the NYSE American, and the agents were paid aggregate commissions on such sales of approximately $0.01 million, representing 2.50% of the gross proceeds of the shares sold.

During the six months ended May 31, 2026, the Company issued a total of 4,770,576 GoldMining Shares under the ATM Program for aggregate gross proceeds of $10.1 million. Aggregate gross proceeds raised over the six months ended May 31, 2026, were approximately $0.01 million from sales conducted through the facilities of the TSX and US$7.3 million from sales conducted through the facilities of the NYSE American, and the agents were paid aggregate commissions on such sales of approximately $0.00 million and US$0.18 million, representing 2.50% of the gross proceeds of the shares sold.

Unless earlier terminated by the Company or the Agents as permitted therein, the 2025 Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the GoldMining Shares sold under the 2025 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 8, 2026.

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

U.S. GoldMining has established an at-the-market equity program pursuant to an At The Market Offering Agreement dated May 15, 2024. On December 12, 2025, U.S. GoldMining filed a prospectus supplement to increase its ATM program capacity by US$6.1 million, exclusive of approximately US$10.1 million in shares previously sold under the program prior to December 12, 2025.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

On June 26, 2026, U.S. GoldMining filed a prospectus supplement to reduce the maximum amount of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to up to approximately US$2.1 million of U.S. GoldMining Shares.

On July 6, 2026, U.S. GoldMining filed a prospectus supplement to increase the maximum number of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to up to approximately US$4.2 million of U.S. GoldMining Shares, which does not include the U.S. GoldMining Shares having an aggregate gross sales price of approximately US$10.7 million that were sold pursuant to the U.S. GoldMining ATM Program prior to July 6, 2026.

During the three months ended May 31, 2026, U.S. GoldMining sold 30,536 common shares under the U.S. GoldMining ATM Program, for gross proceeds to U.S. GoldMining of $0.5 million (US$0.4 million).

During the six months ended May 31, 2026, U.S. GoldMining sold 61,515 common shares under the U.S. GoldMining ATM Program, for gross proceeds to U.S. GoldMining of $1.0 million (US$0.7 million).

U.S. GoldMining Registered Direct Offering

Update on Material Properties

The Company is currently in the process of identifying and planning additional work related to its projects with the goal of directing resources to enhance value at prioritized projects (the "Strategic Review Process"). To date, pursuant to this Strategic Review Process, the Company has identified additional studies and reports to be completed at certain of its properties as detailed below. Such work may include undertaking additional studies, economic assessments and exploration and development work. Additional work on projects identified as part of the strategic review process and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, which we may obtain through equity and/or debt financing.

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

São Jorge Gold Project

During the three and six months ended May 31, 2026, the Company incurred expenditures of $0.8 million and $1.4 million on the São Jorge Project, respectively. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services including towards the completion of a preliminary economic assessment ("PEA"), expenditures for camp maintenance costs, including infrastructure upgrades and construction of additional core storage and camp expansion, and costs related to the Company's 2025 and 2026 exploration programs at the project, including drilling and ground geophysical induced polarisation ("IP") surveys.

During the six months ended May 31, 2026, the Company reported results of the 2025 exploration program on January 6, 2026, and January 26, 2026. The 2025 exploration program comprised 9,533 meters of drilling, including 3,862 meters of diamond core, 3,528 meters of reverse-circulation ("RC") drilling, and 2,143 meters of auger drilling. The diamond core drilling was designed to test below and along trend of the existing São Jorge mineral resource estimate area (the "Deposit"). 3,528 meters of RC drilling and 2,143 meters of auger drilling over high-tenor soil anomalies were completed. RC and auger drilling supported discoveries at four new gold prospects, including the William South prospect, located approximately 1.5 km north of the existing Deposit. Furthermore, the 2025 IP survey expansion over targets that contain some of the largest, highest-tenor, and most continuous gold-in-soil anomalies on the property has identified a large, high-tenor chargeability feature with scale similar to the IP signature of the Deposit itself. Additionally, 2,552 samples were collected as part of a soil sampling program to test and expand the broader mineral system across the project.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Exploration results received to date support the broader potential for future extensions of the presently delineated São Jorge Deposit through additional exploration work and delineation of potential new discoveries of gold mineralization across the 46,000-hectare 100% owned São Jorge Project. On March 30, 2026, the Company announced that it had initiated additional RC drilling and an Induced Polarization ground survey to further advance exploration targets.

During the six months ended May 31, 2026, the focus of exploration work at the São Jorge Project was to complete additional RC drilling on targets located on the claims 850.566/2013 and 850.275/2003, which are located east and west of the São Jorge Deposit, respectively. A total of 2,825 meters of RC drilling was completed over selected target areas.

The Company will continue its exploration program on the property during the next quarter, including RC drilling, to complete the 8,000 meters of drilling envisaged for fiscal 2026 with a focus on testing IP anomalies identified in the survey completed in 2026 on the target area, "The Eye", located on claim 850.275/2003 and other targets on the maim claim 850.058/2002 that encompasses the São Jorge Deposit.

In May 2026, the Company submitted to the National Mining Agency of Brazil ("ANM Brazil") a final exploration report for exploration licenses ANM Brazil nos. 850.566/2013 and 850.275/2003, indicating the targets with the potential to host some additional gold inventory, thereby allowing the Company to maintain these licenses in good standing. There is no assurance that the ANM Brazil will approve the Final Exploration Report while maintaining the entire area encompassed by the two claims.

On June 11, 2026, the Company disclosed the results of its preliminary economic assessment (the "São Jorge PEA") on its São Jorge Project. The São Jorge PEA is preliminary in nature, and there is no certainty that the reported results will be realized. The São Jorge PEA includes inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that this PEA, including the conceptual economics set out therein, will be realized. For further information regarding the São Jorge PEA, please refer to the Company's press release dated June 11, 2026.

Whistler Gold-Copper Project

During the three and six months ended May 31, 2026, U.S. GoldMining incurred $1.7 million and $2.2 million, respectively, of expenditures on the Whistler Project for consulting fees to vendors for geological work, completion of an initial economic assessment, permitting and compliance, regulatory and community stakeholder engagement and camp maintenance costs.

On January 20, 2026, U.S. GoldMining announced the initial results of the 2025 exploration program.

On March 23, 2026, U.S. GoldMining disclosed an S-K 1300 technical report summary and a Canadian National Instrument 43-101 technical report respecting the initial economic assessment (the "Whistler PEA") on the Whistler Project, as reported in its news release dated March 2, 2026. Further information concerning the Whistler PEA is set out in the technical report prepared for the Company titled "Whistler Gold-Copper Project NI 43-101 Technical Report and Preliminary Economic Assessment", with an effective date of March 2, 2026, a copy of which is available under the Company's profile at www.sedarplus.ca.

On April 20, 2026, U.S. GoldMining announced its exploration program for the 2026 field season at the Whistler Project (the "2026 Whistler Program"). The 2026 Whistler Program is expected to comprise diamond core drilling targeting several high-priority near-deposit potential upside opportunities and new targets within the Whistler – Raintree area. The objective is to develop a pipeline of discoveries that will underpin growth opportunities for the Whistler Project.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

La Mina Gold-Copper Project

During the three and six months ended May 31, 2026, the Company incurred $0.2 million and $0.2 million, respectively, of expenditures on the La Mina Gold-Copper Project, which included expenditures for camp maintenance, consulting fees to vendors that provided geological and technical services including for the completion of an updated PEA, payroll and personnel expenses and surface rights lease payments.

On June 8, 2026, the Company filed a technical report containing updated preliminary economic assessment on its La Mina Project, titled "NI 43-101 Technical Report and Preliminary Economic Assessment for the La Mina Gold-Copper Mineral Deposit, Antioquia, Republic of Colombia" and with an effective date of April 22, 2026, a copy of which is available under the Company's respective profiles at www.sedarplus.ca and www.sec.gov. The PEA is preliminary in nature, and there is no certainty that the reported results will be realized. The PEA includes inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the PEA, including the conceptual economics set out therein, will be realized. For further information regarding the La Mina Project, including the PEA, please refer to the technical report.

Titiribi Gold-Copper Project

During the three and six months ended May 31, 2026, the Company incurred $0.1 million and $0.3 million, respectively, of expenditures on the Titiribi Project, which included expenditures for camp maintenance, payroll and personnel, 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.

In April 2025, the Company submitted a work and construction program or Programa de Trabajo y Obras ("PTO"), a document detailing the final exploration plan, to the National Mining Agency ("ANM Colombia") for approval. The PTO evaluation process continues at the mining authority. Once the PTO is approved, the next major step for the project would involve obtaining other necessary permits, such as the Environmental Impact Assessment approval. In December 2025, the Company started the process of collecting data and information as part of the required base line study. After permitting is obtained, the Company can proceed with construction and development activities as outlined in the approved PTO.

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 been commenced at this time. The Titiribi Project currently remains in good standing.

Other Properties

●

Cachoeira Project – the Company indirectly holds a 100% interest in the Cachoeira Gold Project, located in Pará State, Brazil. The Cachoeira Project comprises 2 mining concessions and 1 exploration permit covering an aggregate area of approximately 4,761 ha in the Gurupi Gold Belt district. In 2014, the Company submitted a Preliminary Economic Assessment Plan ("PAE") to ANM Brazil for the mining concessions within the Cachoeira Project, including certain conceptual engineering studies. The Company notes that such PAE does not constitute a preliminary economic assessment within the meaning of NI 43-101 and no production decision concerning the project has been made to date.

The Company also submitted an Environmental Impact Assessment in 2013 to the Secretaria de Estado de Meio Ambiente e Sustentabilidade of Pará as part of its ongoing environmental licensing process. On March 15, 2022, the Company received the Preliminary Environmental Licence (the "LP") endorsed by the Environmental Council of Pará State.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

With the LP granted, the Company initiated the fieldwork necessary to meet its requirements. On December 2, 2024, the Company applied for an additional two-year extension of the LP, which was granted in March 2026 by the regulatory environmental agency, extending the LP until May 26, 2027. In March 2026, the Company initiated contracting for the services required to obtain the environmental installation license.

The engineering executive plan for the first Phase of the Project, which includes the heap leach operation at the Arara Deposit, was completed to meet the requirements for submitting the application for the Installation Licence.

Socio-economic studies for Phase 1 of the project have been initiated, and additional fauna and flora studies will be completed next quarter to meet the requirements of the environmental installation licence application.

●

Yarumalito Project – a wholly owned subsidiary of the Company holds a 100% interest in the Yarumalito Gold Project located in Antioquia, Colombia. The Yarumalito Project consists of one unified concession contract with an aggregate area of 1,453 ha, which expires on March 7, 2043, and is renewable for an additional 30 years. The concession requires approved work programs to be completed and tax to be paid to keep the concession in good standing.

On July 17, 2024, the Company was notified of a requirement from ANM Colombia to present the status of environmental licensing process before the Environment Authority. The Company has completed the required environmental impact studies that were submitted on October 22, 2024. In February 2025, the Company was notified that the PTO submitted for the Yarumalito Project was approved, and the ANM Colombia resolution granting such approval was registered in April 2025, triggering an environmental impact assessment required for the proposed works. The Environmental Impact Assessment was submitted at Corantioquia (Regional Environmental Agency) for review and approval. As part of the approved PTO (2025) the Company has the commitment with ANM Colombia to complete a drilling campaign of 1,200 metres in 2026. In May 2026, the Company announced the commencement of a drilling program at its Yarumalito Gold-Copper Project.

●

Boa Vista Project – during the last quarter of 2025, Australian Mines Ltd. ("AUZ") progressed diamond drilling at the Boa Vista Gold Project. Following an initial ramp-up, drilling was reported to be operating at the target run rate as part of the planned approximately 3,000-meter program at VG1. On January 20, 2026, AUZ published a news release highlighting the first assay results received for the 2025 drilling campaign. On February 8, 2026, AUZ published a news release highlighting an exploration target and featuring rock grab sample results, and on March 10, 2026, AUZ published a further news release highlighting additional assay results received for the 2025 drilling campaign.

Other Investments

Gold Royalty Corp.

As of May 31, 2026, the Company owned 21,533,125 common shares (the "GRC Shares") of NYSE American listed, Gold Royalty Corp. ("GRC"). The GRC Shares had a market value of $96.5 million (US$70.0 million) based on the closing price of such securities quoted on NYSE American at May 31, 2026.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

NevGold Corp.

As of May 31, 2026, the Company owned 19,073,350 common shares (the "NevGold Shares") of TSX Venture Exchange listed NevGold Corp. ("NevGold"). The NevGold Shares had a market value of $57.8 million based on the closing price of such securities quoted on the TSX Venture Exchange at May 31, 2026.

GoldMining entered into an agreement with NevGold dated August 27, 2025, pursuant to which it agreed not to, subject to certain customary exceptions, directly or indirectly, sell NevGold Shares in open market transactions through the facilities of the TSX Venture Exchange or other stock exchange or public trading platform until February 27, 2027.

Australian Mines Limited.

As of May 31, 2026, the Company owned 84,429,563 AUZ Shares. The AUZ Shares had a market value of $2.3 million (AU$2.3 million) based on the closing price of such securities quoted on the Australian Securities Exchange at May 31, 2026.

U.S. GoldMining

As of May 31, 2026, the Company owned 10,000,751 U.S. GoldMining Shares, or approximately 74.1% of U.S. GoldMining's outstanding shares of common stock. The U.S. GoldMining Shares had a market value of $140.7 million (US$102.0 million) based on the closing price of such securities quoted on Nasdaq Capital Market at May 31, 2026.

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 is not reflected in the Company's financial statements.

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

	As at May 31,		As at November 30,
	2026		2025 (revised)
(in thousands of dollars)	($)		($)
Assets
Cash and cash equivalents		8,165		10,193
Restricted cash		-		60
Restricted deposits		59		-
Prepaid expenses and deposits		377		122
Other assets		102		100
Land, property and equipment		1,701		1,312
Exploration and evaluation assets		60		79
		10,464		11,866

Liabilities
Accounts payable and accrued liabilities		459		446
Withholding taxes payable		-		253
Rehabilitation provisions		445		461
Lease liability		104		124
Derivative liabilities		-		1,598
		1,008		2,882

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Results of Operations

Revision of Comparative Period Financial Information

In the three months ended May 31 2026, the Company reassessed the accounting relating to the warrants issued by U.S. GoldMining in connection with its initial public offering on April 24, 2023 (the "U.S. GoldMining Warrants"). Such warrants were originally classified as equity instruments. Based on the reassessment, management concluded that, as of the issuance date, the U.S. GoldMining Warrants did not meet the "fixed-for-fixed" criterion in IAS 32, Financial Instruments: Presentation, because the underlying warrant agreement permits cashless exercise under certain circumstances. As a result, the U.S. GoldMining Warrants should have been classified as derivative financial liabilities measured at fair value through profit or loss from inception rather than equity instruments.

Accordingly, financial information for comparative periods included herein has been revised to reflect the appropriate classification and measurement of the U.S. GoldMining Warrants. The revision resulted in the recognition of derivative financial liabilities upon issuance of the warrants, with subsequent changes in fair value recognized in the consolidated statements of net loss. Please see Note 3 to the Company's unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2026 for further information.

Three Months Ended May 31, 2026, Compared to the Three Months Ended May 31, 2025

The following table sets forth selected operating results of the Company for the three months ended May 31, 2026 and 2025.

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
	May 31,			May 31,						May 31,		May 31,						May 31,			May 31,
(in millions of dollars)	2026 ($)			2025- revised ($)			Change ($)			2026 ($)		2025- revised ($)			Change ($)			2026 ($)			2025- revised ($)			Change ($)
Operating loss		3.6			1.4			2.2			4.3		2.9			1.4			7.9			4.3			3.6
Consulting fees		-			-			-			0.1		0.1			-			0.1			0.1			-
Directors' fees, employee salaries and benefits		0.2			0.1			0.1			0.7		0.5			0.2			0.9			0.6			0.3
Exploration expenses		1.7			0.4			1.3			1.4		0.6			0.8			3.1			1.0			2.1
General and administrative expenses		0.9			0.4			0.5			0.9		1.4			(0.5	)		1.8			1.8			-
Professional fees		0.3			0.2			0.1			0.3		0.3			-			0.6			0.5			0.1
Share-based compensation		0.6			0.2			0.4			0.6		0.5			0.1			1.2			0.7			0.5
Share of income in associate		-			-			-			-		(0.5	)		0.5			-			(0.5	)		0.5
Gain on revaluation of derivative liabilities		(1.9	)		(0.8	)		(1.1	)		-		-			-			(1.9	)		(0.8	)		(1.1	)
Deferred income tax expense (recovery)		-			-			-			3.1		(1.7	)		4.8			3.1			(1.7	)		4.8
Net loss		1.7			0.5			1.2			7.1		1.3			5.8			8.8			1.8			7.0

⁽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 May 31, 2026, the Company had an operating loss of $7.9 million, compared to $4.3 million for the same period of 2025. On a consolidated basis, the increase in operating loss was primarily the result of an increase in exploration expenses and share-based compensation, and the decrease of share of income in associate.

General and administrative expenses were $1.8 million for the three months ended May 31, 2026, compared to $1.8 million for the three months ended May 31, 2025.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $0.9 million for the three months ended May 31, 2026, compared to $0.6 million for the same period in 2025. The increase was primarily due to hiring of additional staff.

Exploration expenses were $3.1 million for the three months ended May 31, 2026, compared to $1.0 million for the same period in 2025. The increase was primarily driven by higher exploration expenditures at the São Jorge Project, Yarumalito Project, La Mina Project and U.S. GoldMining's Whistler Project. Significant exploration expenditures included costs related to the ongoing drilling program at the São Jorge Project, as well as costs associated with the U.S. GoldMining's 2026 Whistler Program.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

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

	For the three months ended				For the six months ended
	May 31,				May 31,
	2026		2025		2026		2025
(in thousands of dollars)	($)		($)		($)		($)
Whistler		1,673		360		2,166		504
São Jorge		779		392		1,396		548
Titiribi		141		167		295		276
Yarumalito		181		37		253		63
La Mina		174		54		224		97
Yellowknife		59		7		180		29
Crucero		42		-		105		1
Cachoeira		94		12		97		22
Rea		6		10		11		30
Total		3,149		1,039		4,727		1,570

Non-cash share-based compensation expenses were $1.2 million during the three months ended May 31, 2026, compared to $0.7 million during the same period of 2025. The increase was primarily attributable to a greater number of options granted during the six months ended May 31, 2026 and an increase in share-based compensation recorded by U.S. GoldMining, compared to the same period of 2025. Share-based compensation for the three months ended May 31, 2026 includes $0.6 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 $0.2 million during the same period of 2025.

Professional fees were $0.6 million during the three months ended May 31, 2026, compared to $0.5 million during the same period of 2025.

Share of income on investment in associate was $nil during the three months ended May 31, 2026, compared to $0.5 million during the same period of 2025. The decrease in share of income on investment in associate was primarily the result of $0.7 million dilution gain for the three months ended May 31, 2025, which resulted from NevGold's brokered private placement financing, partially offset by the share of loss in associate of $0.2 million during the three months ended May 31, 2025, and the derecognition of investment in associate in August 2025 following the loss of significant influence over NevGold.

For the three months ended May 31, 2026, the Company recognized a gain of $1.9 million from the fair value remeasurement of the U.S. GoldMining Warrants, compared to a gain of $0.8 million for the same period of 2025. The warrants were classified as derivative liabilities and measured at fair value based on quoted market prices.

For the three months ended May 31, 2026, the Company recognized a deferred income tax expense of $3.1 million, compared to a deferred income tax recovery of $1.7 million for the same period of 2025. The deferred income tax expense and recovery for the three months ended May 31, 2026 and 2025 resulted from the remeasurement of investments at fair value.

For the three months ended May 31, 2026, the Company recorded an unrealized loss on revaluation of short-term and long-term investments of $7.0 million in other comprehensive income, and deferred tax expense of $0.9 million, compared to an unrealized gain of $12.4 million, and deferred tax expense of $1.7 million for the same period of 2025. The 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 May 31, 2026, the Company's net loss was $8.8 million, or $0.04 per share on a basic and diluted basis, of which $8.5 million was attributable to shareholders of the Company and $0.3 million was attributable to non-controlling interests, compared to a net loss of $1.8 million, or $0.01 per share on a basic and diluted basis, of which $1.7 million was attributable to shareholders of the Company and $0.1 million was attributable to non-controlling interests during the same period of 2025.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Six Months Ended May 31, 2026, Compared to the Six Months Ended May 31, 2025

The following table sets forth selected operating results of the Company for the six months ended May 31, 2026 and 2025.

Selected Operating Results	U.S. GoldMining⁽¹⁾								Others⁽²⁾								Consolidated
	For the six months ended								For the six months ended								For the six months ended
	May 31,			May 31,					May 31,		May 31,						May 31,			May 31,
(in millions of dollars)	2026 ($)			2025- revised ($)			Change ($)		2026 ($)		2025- revised ($)			Change ($)			2026 ($)			2025- revised ($)			Change ($)
Operating loss		6.2			3.2			3.0		9.0		6.7			2.3			15.2			9.9			5.3
Consulting fees		-			-			-		0.2		0.2			-			0.2			0.2			-
Directors' fees, employee salaries and benefits		0.3			0.3			-		1.4		0.9			0.5			1.7			1.2			0.5
Exploration expenses		2.2			0.5			1.7		2.5		1.1			1.4			4.7			1.6			3.1
General and administrative expenses		1.4			1.3			0.1		2.6		2.5			0.1			4.0			3.8			0.2
Professional fees		0.5			0.4			0.1		0.8		1.1			(0.3	)		1.3			1.5			(0.2	)
Share-based compensation		1.6			0.6			1.0		1.5		1.2			0.3			3.1			1.8			1.3
Share of income in associate		-			-			-		-		(0.3	)		0.3			-			(0.3	)		0.3
Gain on revaluation of derivative liabilities		(1.3	)		(2.9	)		1.6		-		-			-			(1.3	)		(2.9	)		1.6
Current income tax recovery		-			-			-		-		(0.1	)		0.1			-			(0.1	)		0.1
Deferred income tax expense (recovery)		-			-			-		2.8		(2.1	)		4.9			2.8			(2.1	)		4.9
Net loss		4.8			0.2			4.6		11.7		4.4			7.3			16.5			4.6			11.9

⁽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 six months ended May 31, 2026, the Company had an operating loss of $15.2 million, compared to $9.9 million for the same period of 2025. On a consolidated basis, the increase in operating loss was primarily the result of an increase in exploration expenses and share-based compensation.

General and administrative expenses were $4.0 million for the six months ended May 31, 2026, compared to $3.8 million for the six months ended May 31, 2025.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $1.7 million for the six months ended May 31, 2026, compared to $1.2 million for the same period in 2025. The increase was primarily due to hiring of additional staff.

Exploration expenses were $4.7 million for the six months ended May 31, 2026, compared to $1.6 million for the same period in 2025. The increase was primarily driven by higher exploration expenditures at the São Jorge Project and U.S. GoldMining's Whistler Project. Significant exploration expenditures included costs related to the ongoing drilling program at the São Jorge Project, costs associated with the exploration program at the Whistler Project, as well as work undertaken on PEA studies.

Non-cash share-based compensation expenses were $3.1 million during the six months ended May 31, 2026, compared to $1.8 million during the same period of 2025. The increase was primarily attributable to a greater number of options granted during the six months ended May 31, 2026 and an increase in share-based compensation recorded by U.S. GoldMining, compared to the same period of 2025. Share-based compensation for the six months ended May 31, 2026 includes $1.6 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 $0.6 million during the same period of 2025.

Professional fees were $1.3 million during the six months ended May 31, 2026, compared to $1.5 million during the same period of 2025. The decrease primarily reflects lower legal and accounting costs associated with the Company's ATM program, as most activities related to the 2025 ATM renewal were completed prior to December 2025, whereas activities related to the 2024 ATM renewal primarily occurred in December 2024.

Share of income on investment in associate was $nil during the six months ended May 31, 2026, compared to $0.3 million during the same period of 2025. The decrease in share of income on investment in associate was primarily the result of $0.7 million dilution gain for the six months ended May 31, 2025, which resulted from NevGold's brokered private placement financing, partially offset by the share of loss in associate of $0.4 million during the six months ended May 31, 2025, and the derecognition of investment in associate in August 2025 following the loss of significant influence over NevGold.

For the six months ended May 31, 2026, the Company recognized a deferred income tax expense of $2.8 million, compared to a deferred income recovery of $2.1 million for the same period of 2025. The deferred income tax expense and recovery for the six months ended May 31, 2026 and 2025 resulted from the remeasurement of investments at fair value.

For the six months ended May 31, 2026, the Company recognized a gain of $1.3 million from the fair value remeasurement of the U.S. GoldMining Warrants, compared to a gain of $2.9 million for the same period of 2025. The warrants were classified as derivative liabilities and measured at fair value based on quoted market prices.

For the six months ended May 31, 2026, the Company recorded an unrealized gain on revaluation of short-term and long-term investments of $7.0 million in other comprehensive income, compared to $15.8 million for the same period of 2025, as a result of an increase in the fair value of its investments. The respective unrealized gains during the six months ended May 31, 2026 and 2025, were offset by deferred income tax expenses of $3.1 million and $2.1 million respectively. The investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

During the six months ended May 31, 2026, the Company's net loss was $16.5 million, or $0.07 per share on a basic and diluted basis, of which $15.5 million was attributable to shareholders of the Company and $1.0 million was attributable to non-controlling interests, compared to a net loss of $4.6 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 $0.0 million was attributable to non-controlling interests during the same period of 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 generate any revenues during such periods. The financial results for prior quarters are presented on a revised basis to reflect a correction in the accounting related to the U.S. GoldMining Warrants. Please see "Results of Operations – Revision of Comparative Period Financial Information" for further information.

For the quarter ended	Net Income (loss)						Net Income (loss)			Basic and diluted net loss per share						Basic and diluted net loss per share
	(as reported)			Adjustments			(as revised)			(as reported)			Adjustments			(as revised)
(in thousands of dollars, except per share amounts)	($)						($)			($)						($)
May 31, 2026		(8,772	)		-			(8,772	)		(0.04	)		-			(0.04	)
February 28, 2026		(7,246	)		(523	)		(7,769	)		(0.03	)		-			(0.03	)
November 30, 2025		(7,722	)		268			(7,454	)		(0.04	)		0.01			(0.03	)
August 31, 2025		(103	)		355			252			(0.00	)		-			(0.00	)
May 31, 2025		(2,616	)		810			(1,806	)		(0.01	)		-			(0.01	)
February 28, 2025		(4,891	)		2,083			(2,808	)		(0.02	)		0.01			(0.01	)
November 30, 2024		(9,396	)		(3,826	)		(13,222	)		(0.04	)		(0.02	)		(0.06	)
August 31, 2024		(9,480	)		(111	)		(9,591	)		(0.05	)		-			(0.05	)

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

The Company's fluctuations in net loss from quarter to quarter were mainly related to changes in exploration, permitting and licensing work, fluctuations in fair value of derivative liabilities, as well as corporate activities conducted during the respective periods. Net income for the three month period ended August 31, 2025 and lower net loss for the three month period ended May 31, 2025 compared to other quarters, were primarily due to higher deferred tax recoveries related to the Company's long-term investments, gains on revaluation of derivative liabilities, as well as a dilution gain on its investment in associate. Net loss was higher during the three month periods ended May 31, 2026, February 28, 2026, November 30, 2025, November 30, 2024, and August 31, 2024, primarily due to U.S. GoldMining's exploration programs and other activities.

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 of $8.2 million and other current assets of $0.5 million held by U.S. GoldMining are solely for the operations of U.S. GoldMining and are not available for use by GoldMining or its subsidiaries.

	As at May 31,		As at November 30,
	2026		2025 (revised)
(in thousands of dollars)	($)		($)
Cash and cash equivalents		21,442		24,937
Working capital		82,091		23,076
Short-term investments		60,158		1,383
Long-term investments		96,546		148,303
Total assets		242,693		237,961
Total current liabilities		2,124		4,508
Accounts payable and accrued liabilities		1,876		2,171
Total non-current liabilities		11,380		5,452
Shareholders' equity		226,617		225,580
Non-controlling interests		2,572		2,421

Capital resources of the Company consist primarily of cash and cash equivalents, restricted cash, restricted deposits, liquid short-term and long-term investments in shares of NevGold, AUZ and GRC. As of May 31, 2026, the Company had cash and cash equivalents totalling $21.4 million compared to $24.9 million at November 30, 2025, and $62.8 million in other current assets compared to $2.6 million at November 30, 2025. The increase in other current assets was primarily attributable to the reclassification of NevGold Shares from long-term investments to short-term investments, and the increase in the market price of NevGold Shares during the six months ended May 31, 2026. The NevGold Shares were reclassified to short-term investments as management expects the selling restrictions under the lock-up agreement, which expires on February 27, 2027, to lapse within 12 months of the balance sheet date, at which point the shares will become available for disposition. This balance includes cash and cash equivalents held by U.S. GoldMining of $8.2 million compared to $10.2 million at November 30, 2025, and $0.5 million in other current assets held by U.S. GoldMining compared to $1.7 million at November 30, 2025.

The decrease in cash and cash equivalents was primarily the result of operating expenditures during the six months ended May 31, 2026, partially offset by cash proceeds from the ATM Program and the U.S. GoldMining ATM Program during the six months ended May 31, 2026. As of May 31, 2026, the Company had long-term investments of $96.5 million, compared to $148.3 million at November 30, 2025 and short-term investments of $60.2 million compared to $1.4 million at November 30, 2025. The decrease in the fair value of long-term investments was primarily the result of the reclassification of NevGold Shares from long-term to short-term, and the decrease in the market price of GRC Shares during the six months ended May 31, 2026. The increase in the fair value of short-term investments was primarily due to reclassification of NevGold Shares to short-term, and the increase in the market price of NevGold Shares during the six months ended May 31, 2026. The increase in the fair value of short-term investments was primarily due to reclassification of NevGold Shares to short-term, and the increase in the market price of NevGold Shares during the six months ended May 31, 2026.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

The Company had accounts payable and accrued liabilities of $1.9 million as of May 31, 2026, compared to $2.2 million at November 30, 2025. As of May 31, 2026, the Company had working capital (current assets less current liabilities) of $82.1 million compared to $23.1 million at November 30, 2025. As of May 31, 2026, U.S. GoldMining had working capital of $8.2 million compared to $8.1 million at November 30, 2025.

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 (which program will expire according to its terms on December 8, 2026, subject to renewal or replacement) 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 May 31, 2026, including payments due for each of the next five years and thereafter.

Contractual Obligations	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		After 5 years
(in thousands of dollars)	($)		($)		($)		($)		($)
Office and Storage Leases		718		436		282		-		-
Land Access Agreements		6		6		-		-		-
Total Contractual Obligations		724		442		282		-		-

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 $0.7 million over the next three years. These leased facilities include those of U.S. GoldMining.

Credit Facility

On January 19, 2026, a subsidiary of the Company entered into a $1.25 million credit facility with The Toronto-Dominion Bank, secured by a one-year cashable guaranteed investment certificate. On February 20, 2026, the subsidiary issued an irrevocable letter of credit in the amount of $0.98 million to the Minister of Crown–Indigenous Relations and Northern Affairs Canada in connection with the receipt of certain land use and water permits for the Yellowknife Gold Project.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Commitments

Boa Vista Joint Venture Project

The Company holds an 84.05% interest in BVG, a corporation formed under the laws of the 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 shareholders' 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, is required to make: (i) a final payment of R$3.0 million ($0.80 million) by June 30, 2027; and (ii) a bonus payment of US$1,500,000 if GT defines a NI 43- 101-compliant proven and probable gold reserve containing more than three million gold ounces.

Pursuant to an earn-in agreement with Australian Mines Limited ("AUZ"), AUZ has the right to acquire up to an 80% interest in the Company's Boa Vista Project, and is required to, among other things, incur minimum exploration expenditures of $4.4 million (AU$4.5 million) on or before August 28, 2028, and make a cash payment of $0.25 million on each of the first second and third anniversary of such earn-in agreement execution date in order to acquire its initial 51% interest, together with an additional payment of AUZ shares on exercise of the initial 51% option exercise.

AUZ may earn an additional 19% interest in the project after exercising its initial option by incurring minimum annual expenditures of AU$1 million on the project and completing a feasibility study demonstrating at least 250,000 ounces of mineral reserves within three years of exercising its initial option. Within 90 days of exercise of such additional option, AUZ may earn an additional 10% interest in the project by either (at the Company's option) providing certain anti-dilution rights and making a payment to the Company of the greater of $4.9 million (AU$5 million) and an amount based on the value of the then-current mineral resource at the project, with measured, indicated and inferred resources valued at AU$20, AU$15 and AU$2.50 per ounce, respectively (less 300,000 ounces in the case of inferred resources).

Other Commitments

Altoro Agreement – Surubim Property – A cash payment of US$650,000 is payable upon ANM Brazil granting a mining concession over certain exploration concessions pursuant to the terms of 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.

La Garrucha Option Agreement – La Mina Project – A cash payment of US$100,000 is payable on or before September 30, 2026, for the Company's subsidiary to acquire certain surface rights over a portion of the La Garrucha concession.

Work Program – Yarumalito Project – A drilling campaign commitment with ANM Colombia as part of the approved PTO. See "Update on Material Properties – Other Properties – Yarumalito Project" for more information.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Cash Flows

The following table summarizes cash flow activities during the six months ended May 31, 2026 and 2025:

	For the six months ended
	May 31,
	2026			2025
(in thousands of dollars)	($)			($)
Cash used in operating activities		(12,573	)		(8,619	)
Cash (used in) generated from investing activities		(1,366	)		192
Cash generated from financing activities		10,626			2,653

Effect of exchange rate changes on cash		(242	)		(83	)

Net decrease in cash and cash equivalents and restricted cash		(3,555	)		(5,857	)
Cash and cash equivalents and restricted cash
Beginning of period		24,997			12,002
End of period		21,442			6,145

As of May 31, 2026, the Company had cash and cash equivalents and restricted cash totalling $21.4 million (November 30, 2025: $25.0 million). The net decrease for the current period was primarily due to the increase in cash used in operating activities to $12.6 million (May 31, 2025: $8.6 million) and increase in cash used in investing activities to 1.4 million (May 31, 2025: cash generated from investing activities of $0.2 million). The net decrease was partially offset by the increase in cash generated from financing activities of $10.6 million (May 31, 2025: $2.7 million).

Operating Activities

	For the six months ended
	May 31,
	2026			2025 (revised)
(in thousands of dollars)	($)			($)
Net loss for the period		(16,541	)		(4,614	)
Adjustments for non-cash items:
Depreciation		183			175
Share-based compensation		3,102			1,818
Share of income in associate		-			(295	)
Gain on revaluation of derivative liabilities		(1,342	)		(2,893	)
Deferred income tax expense (recovery)		2,812			(2,136	)
Others		39			(2	)
Net changes in non-cash working capital items:
Other assets		38			30
Incomes taxes receivable		231			-
Prepaid expenses and deposits		(558	)		104
Accounts payable and accrued liabilities		(295	)		16
Incomes taxes payable		-			(579	)
Due to related parties		(242	)		(243	)
Cash used in operating activities		(12,573	)		(8,619	)

Net cash used in operating activities during the six months ended May 31, 2026, was $12.6 million (May 31, 2025: $8.6 million). Significant operating expenditures during the six months ended May 31, 2026, included general and administrative expenses of $4.0 million (May 31, 2025: $3.8 million), directors' fees, employee salaries and benefits of $1.7 million (May 31, 2025: $1.2 million), professional fees of $1.3 million (May 31, 2025: $1.5 million) and exploration expenditures of $4.7 million (May 31, 2025: $1.6 million).

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Net cash used in operating activities were primarily offset by non-cash items including share-based compensation of $3.1 million (May 31, 2025: $1.8 million), share of income on investment in associate of $nil (May 31, 2025: $0.3 million), depreciation charge of $0.2 million (May 31, 2025: $0.2 million), gain on revaluation of derivative liabilities of $1.3 million (May 31, 2025: $2.9 million), and deferred income tax expense of $2.8 million (May 31, 2025: deferred income tax recovery of $2.1 million).

Non-cash working capital used during the six months ended May 31, 2026 was $0.8 million (May 31, 2025: $0.7 million) primarily due to an increase in prepaid expenses and decreases in accounts payable, accrued liabilities and amounts due to related parties. These cash outflows were partially offset by a decrease in income taxes receivable.

Investing Activities

	For the six months ended
	May 31,
	2026			2025
(in thousands of dollars)	($)			($)

Return of reclamation deposits		494			-
Investment in joint venture		(7	)		-
Purchase of equipment		(544	)		-
Proceeds from share sales of investment in associate, net of transaction costs		-			192
Payments for restricted deposits		(1,309	)		-
Cash (used in) generated from investing activities		(1,366	)		192

Net cash used in investing activities during the six months ended May 31, 2026 was $1.4 million (May 31, 2025: cash generated from investing activities of $0.2 million). Net cash used in investing activities was primarily related to entering into a credit facility with the Toronto-Dominion Bank, which is secured by a one-year cashable guaranteed investment certificate in the amount of $1.3 million (May 31, 2025: $nil), purchase of equipment of $0.5 million (May 31, 2025: $nil), and partially offset by the return of reclamation deposits of $0.5 million (May 31, 2025: $nil).

Financing Activities

	For the six months ended
	May 31,
	2026			2025
(in thousands of dollars)	($)			($)
Net proceeds from At-the-Market offering, net of issuance costs		9,871			1,835
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		950			877
Proceeds from US GoldMining warrant exercises, net of issuance costs		103			-
Proceeds from common shares issued upon exercise of options		271			-
Cash paid for withholding taxes on restricted share rights vested		(508	)		-
Payment of lease liabilities		(61	)		(59	)
Cash generated from financing activities		10,626			2,653

Net cash generated from financing activities during the six months ended May 31, 2026, was $10.6 million (May 31, 2025: $2.7 million). Net cash generated from financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the six months ended May 31, 2026 in the amount of $9.9 million (May 31, 2025: $1.8 million), net proceeds received from U.S. GoldMining's ATM Program of $1.0 million (May 31, 2025: $0.9 million), net proceeds from U.S. GoldMining's warrant exercises in the amount of $0.1 million (May 31, 2025: $nil), net proceeds from option exercises in the amount of $0.3 million (May 31, 2025: $nil), and withholdings taxes paid on net settled restricted share rights of $0.5 million (May 31, 2025: $nil).

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

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 effect 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 and six months ended May 31, 2026, the Company incurred related party transactions of $0.0 million (May 31, 2025: $0.0 million). These consisted of general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc. ("Blender"), a company controlled by a family member 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 and six months ended May 31, 2026, the Company did not enter into any contracts or undertake any commitments or obligations with any related parties other than as disclosed herein.

Transactions with Key Management Personnel

	For the three months ended				For the six months ended
	May 31,		May 31,		May 31,		May 31,
	2026		2025		2026		2025
(in thousands of dollars)	($)		($)		($)		($)
Management fees		52		47		103		95
Director and officer fees		74		111		189		228
Share-based compensation		604		326		1,598		850
Total		730		484		1,890		1,173

As at May 31, 2026, $0.0 million was payable to key management personnel for services provided to the Company (November 30, 2025: $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 (the "CFO").

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.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

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 May 31, 2026 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 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.

Amendments to IAS 28- In June 2026, the IASB issued Amendments to the Fair Value Option for Investments in Associates and Joint Ventures, which clarified which entities are eligible to measure investments in associates and joint ventures at fair value under IAS 28 Investment in Associates and Joint Ventures. The exemption from applying the equity method in IAS 28 allows eligible entities to make an election to measure investments in associates and joint ventures at fair value through profit or loss. This election has to be made separately for each associate or joint venture at initial recognition. These amendments address stakeholders' concerns about the diversity in practice when determining the scope of entities eligible to apply the Fair Value Option. This diversity has become increasingly important because the measurement at either fair value or using the equity method affects the classification of income and expenses in the statement of profit or loss under IFRS 18 "Presentation and Disclosure in Financial Statements", in either the operating or the investing category. The amendments are effective when an entity first applies IFRS 18, which will be for annual reporting periods beginning on or after 1 January 2027, or earlier if IFRS 18 is early adopted. Management is currently assessing the effect of these amendments on our financial statements.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

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.

Financial Risk Management Objectives and Policies

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

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 May 31,		As at November 30,
	2026		2025
(in thousands of dollars)	($)		($)
Assets
United States Dollar		116,260		156,047
Australian Dollar		2,259		1,313
Colombian Peso		761		307
Total		119,280		157,667

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 May 31, 2026 would have an impact, net of tax, of approximately $8.4 million on other comprehensive income for the six months ended May 31, 2026. 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 May 31, 2026 would have an impact of $1.9 million on net loss for the six months ended May 31, 2026.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Interest Rate Risk

Credit Risk

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents, restricted cash and restricted deposits 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, restricted cash and restricted deposits 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 May 31, 2026, the Company has working capital (current assets less current liabilities) of $82.1 million. The Company's prepaid expenses, restricted 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 of $8.2 million and other current assets of $0.5 million are not available for use by GoldMining or other subsidiaries of GoldMining.

As of May 31, 2026, the Company owns securities in the following publicly listed companies:

Equity Holdings	Exchange	Number of Securities	Fair Value⁽¹⁾
U.S. GoldMining	NASDAQ	10,000,751 shares	$140.7 million (US$102.0 million)
Gold Royalty Corp.	NYSE American	21,533,125 shares	$96.5 million (US$70.0 million)
NevGold	TSX-V	19,073,350 shares	$57.8 million⁽²⁾
Australian Mines Limited	ASX	84,429,563 shares	$2.3 million (AU$2.3 million)
Galleon Gold Corp.	TSX-V	100,000 shares	$0.1 million

(1)	Market values based upon the closing price of the applicable securities as of May 31, 2026.

(2)	Subject to certain selling restrictions as disclosed under other investments.

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments ("Equity Investments"). The Company does not actively trade its Equity investments. The share prices of Equity Investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity Investments held as at May 31, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $13.6 million on other comprehensive income for the six months ended May 31, 2026.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

Outstanding Share Data

As of the date hereof, the Company has 214,799,168 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

Share Options

The following options to purchase GoldMining Shares are outstanding as of the date hereof, with each option exercisable into one GoldMining Share at the exercise prices set forth below:

Expiry Date	Exercise/Grant Price ($)		Number Outstanding
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,227,500
November 24, 2026		1.84		140,000
December 07, 2026		1.57		25,000
January 17, 2027		1.98		18,945
January 18, 2027		2.01		50,000
April 07, 2027		2.07		100,000
June 20, 2027		1.46		25,000
July 15, 2027		1.18		75,000
November 24, 2027		1.60		3,811,750
May 08, 2028		1.45		50,000
May 24, 2028		1.34		75,000
November 04, 2028		1.09		2,875,000
December 01, 2028		1.22		240,000
January 16, 2029		1.14		50,000
November 27, 2029		1.19		2,098,750
March 14, 2030		1.24		250,000
November 28, 2030		1.94		2,773,000
December 03, 2030		1.97		50,000
January 23, 2031		2.34		100,000
February 16, 2031		2.07		100,000
April 20, 2031		1.90		39,200
			15,274,145

Restricted Share Rights

As of the date of this MD&A, 161,840 restricted share rights to acquire 161,840 GoldMining Shares are outstanding.

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.

The CEO and CFO have evaluated whether there were changes to the DCP during the three and six months ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

GoldMining Inc.

Management's Discussion and Analysis

For the three and six months ended May 31, 2026

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 and six months ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Risk Factors

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

Additional Information

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

Qualified Person

The scientific and technical information contained in this MD&A has been reviewed and approved by Paulo Pereira, Country Manager of Brazil for the Company. Mr. Pereira holds a Bachelor's degree in Geology from Universidad Do Amazonas in Brazil, is a Qualified Person and is a member of Professional Geoscientists Ontario.

EX-99.3 4 ex_985516.htm EXHIBIT 99.3 ex_985516.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 May 31, 2026.

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 March 1, 2026 and ended on May 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 14, 2026

/s/ Alastair Still

Alastair Still

Chief Executive Officer

EX-99.4 5 ex_985517.htm EXHIBIT 99.4 ex_985517.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 May 31, 2026.

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 March 1, 2026 and ended on May 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 14, 2026

/s/ Patrick Obara

Patrick Obara

Chief Financial Officer