GoldMining Inc. (NYSE:GLDG) is among the 11 Best Gold Stocks to Buy for 2026. Roth Capital is Bullish on GoldMining Inc. (GLDG) On January 7, 2026, TheFly reported that Roth Capital reaffirmed its Buy recommendation. It lifted GoldMining Inc. (NYSE:GLDG)’s price objective to $2.80 from $2.60. The increase is a result of further drilling at the Sao Jorge project, which the company claims has potential for resource growth, as well as a better valuation of the company’s interests. GoldMining Inc. (NYSE:GL ...

Group 1 - U.S. stock futures increased, with Dow futures up approximately 200 points [1] - WhiteFiber Inc announced a $200 million Convertible Senior Notes offering, leading to a 5.5% decline in its shares to $19.19 in pre-market trading [1] Group 2 - Caleres, Inc. shares dropped 8.6% to $12.84 after naming Dan Karpel as interim CFO [2] - Aura Biosciences Inc shares fell 7% to $5.10 following a 10% gain on Wednesday [2] - GoldMining Inc shares decreased by 5.5% to $1.55 in pre-market trading [2] - T1 Energy Inc shares fell 5.4% to $7.40 after filing for a mixed shelf offering [2] - Aimei Health Technology Co Ltd shares declined 5% to $54.34 after a 22% increase on Wednesday [2] - United Microelectronics Corp shares dropped 4% to $10.69 in pre-market trading [2] - Sony Group Corp shares fell 2.8% to $23.02 in pre-market trading [2]

Core Viewpoint - GoldMining (GLDG) has announced a leadership change, with Paulo Pereira resigning as President to become Country Manager for Brazil, while Alastair Still will take on the role of President effective January 1, 2026 [1] Group 1 - Paulo Pereira has resigned from his position as President of GoldMining [1] - Alastair Still, the current Chief Executive Officer, will assume the additional role of President starting January 1, 2026 [1]

Alastair Still, President and Chief Executive Officer of GoldMining, commented: "Appointing Paulo Pereira as Country Manager, Brazil is a step that allows Paulo to focus attention directly on the Company's projects in Brazil, including the continuation of exploration activities at the São Jorge Project in Pará State which has just completed the largest exploration program in the history of the Company. Paulo has been an integral part of the GoldMining team from the early beginnings of Brazil Resources Inc., ...

Core Viewpoint - GoldMining Inc. (NYSE: GLDG) has seen its stock price more than double this year, significantly outperforming both the S&P 500 and the SPDR® Gold Shares ETF [1] Company Performance - The stock of GoldMining Inc. has more than doubled in value this year [1] - This performance is notably better than the S&P 500 and the SPDR® Gold Shares ETF [1]

Financial Performance - For the three months ended August 31, 2025, GoldMining Inc. reported an operating loss of CAD 7,598,000, compared to an operating loss of CAD 8,125,000 for the same period in 2024, showing an improvement of 6.5%[6] - The net loss for the period was CAD 103,000 for Q3 2025, a significant reduction from CAD 9,480,000 in Q3 2024, indicating a decrease of 98.9%[6] - Total comprehensive income for the nine months ended August 31, 2025, was CAD 51,887,000, compared to a loss of CAD 26,151,000 for the same period in 2024, reflecting a turnaround[6] - For the nine months ended August 31, 2025, GoldMining reported a net loss of CAD 7,610,000, a decrease from a net loss of CAD 17,951,000 in the same period of 2024, representing a 57.6% improvement[11] - Total operating loss for the three months ended August 31, 2025, was $7,598 thousand, a decrease of 6.5% compared to $8,125 thousand for the same period in 2024[100] - For the nine months ended August 31, 2025, total operating loss was $17,500 thousand, an increase of 7.1% from $16,334 thousand in the prior year[102] Assets and Equity - As of August 31, 2025, GoldMining Inc. reported total assets of CAD 182,622,000, an increase from CAD 120,961,000 as of November 30, 2024, representing a growth of 51.1%[3] - The company's issued capital increased to CAD 196,570,000 as of August 31, 2025, up from CAD 190,785,000 as of November 30, 2024, a rise of 3.9%[3] - The total equity attributable to shareholders increased to CAD 176,915,000 from CAD 113,759,000, marking a growth of 55.5%[3] - The total number of issued shares increased to 200,225,530 as of August 31, 2025, from 190,785,000 at the end of the same period in 2024, reflecting an increase of 4.8%[9] Cash Flow and Financing Activities - The company's cash and cash equivalents decreased to CAD 6,462,000 from CAD 11,880,000, a decline of 45.6%[3] - Cash used in operating activities for the nine months ended August 31, 2025, was CAD 16,239,000, compared to CAD 17,521,000 in 2024, indicating a reduction of 7.3%[11] - The company generated cash from financing activities amounting to CAD 8,924,000 for the nine months ended August 31, 2025, compared to CAD 8,070,000 in 2024, reflecting a 10.6% increase[11] - The company reported a net proceeds of CAD 4,959,000 from its At-the-Market offering, net of issuance costs, for the nine months ended August 31, 2025[11] Exploration and Investment - Exploration and evaluation assets remained stable at CAD 56,713,000 as of August 31, 2025, compared to CAD 56,547,000 as of November 30, 2024[3] - GoldMining's investment in exploration and evaluation assets was CAD 0 for the nine months ended August 31, 2025, compared to CAD 306,000 in 2024, indicating a strategic shift in investment focus[11] - Exploration expenditures for the nine months ended August 31, 2025, totaled $5,334,000, down from $7,078,000 in the same period of 2024[32] - The company entered into an earn-in agreement with Australian Mines Limited for the Boa Vista Gold Project, allowing AUZ to acquire up to an 80% interest for aggregate cash and equity payments of up to $7 million[104] Tax and Deferred Income - Deferred income tax expense for the nine months ended August 31, 2025, was CAD 9,230,000, compared to a recovery of CAD 292,000 in 2024, indicating a significant change in tax position[11] - Deferred income tax recovery for the nine months ended August 31, 2025, was $9,230 thousand, compared to a deferred income tax expense of $292 thousand in the same period of 2024[102] Share-Based Compensation - Share-based compensation expenses were CAD 2,189,000 for the nine months ended August 31, 2025, slightly down from CAD 2,233,000 in 2024, a decrease of 2.0%[11] - The share-based compensation expense recognized for options during the nine months ended August 31, 2025, was $686, compared to $1,562 for the same period in 2024[58] - The share-based compensation expense recognized for RSRs during the nine months ended August 31, 2025, was $835, an increase from $434 in the same period of 2024[63] Subsidiary Performance - U.S. GoldMining's cash used in operating activities for the nine months ended August 31, 2025, was $5,470, a decrease from $7,795 in 2024[67] - U.S. GoldMining's cash and cash equivalents and restricted cash totaled $3,634 thousand as of August 31, 2025, with working capital of $5,961 thousand[88] - U.S. GoldMining's outstanding common stock purchase warrants totaled 1,740,992 with a weighted average exercise price of US$13.00 as of August 31, 2025[78] Market Activity - U.S. GoldMining Inc. completed its initial public offering on April 24, 2023, with shares listed on Nasdaq under symbols "USGO" and "USGOW"[14] - Subsequent to August 31, 2025, the Company sold 6,645,220 ATM Shares under the 2024 ATM Program for gross proceeds of approximately CAD 12.68 million[118] - U.S. GoldMining filed a prospectus supplement to increase the maximum number of shares issuable, allowing for up to US$7.6 million in sales[119]

Core Viewpoint - The gold sector stocks have seen significant increases, with GoldMining (GLDG.US) rising over 11% and other companies like Coeur Mining (CDE.US) and Harmony Gold (HMY.US) also experiencing gains, as spot gold prices have surpassed $4,000 per ounce for the first time [1] Group 1: Market Performance - GoldMining (GLDG.US) surged over 11% while Coeur Mining (CDE.US) and Gold Fields (GFI.US) rose nearly 3% each, and Harmony Gold (HMY.US) increased by over 2.8% [1] - Spot gold prices have increased by over 50% this year amid concerns over global trade prospects, Federal Reserve independence, and U.S. fiscal stability [1] Group 2: Investor Behavior - The urgency for gold price increases has intensified as investors seek to hedge against potential market shocks following the U.S. government funding impasse [1] - The Federal Reserve's initiation of a monetary easing cycle has provided support for gold, which does not yield interest [1] Group 3: ETF Inflows - There has been a significant influx of capital into gold-related exchange-traded funds (ETFs), with physically-backed ETFs recording the largest monthly inflow in over three years in September [1]

Industry Overview - Gold prices have increased nearly 40% year to date, reaching an all-time high of $3,647 per ounce on September 9 [1][8] - Central banks in emerging economies are actively purchasing gold to bolster reserves amid rising global debt, trade uncertainties, and geopolitical risks, particularly in the Middle East [2] - The global trend of cutting interest rates to stimulate economic growth is favorable for gold, a non-income-bearing asset [3] Market Expectations - The Federal Reserve is expected to implement a 25 basis-point interest rate cut in September 2025, following weak nonfarm payroll data [4][8] - Major investment banks like JP Morgan and Goldman Sachs predict gold prices could rise to $4,000 to $5,000 per ounce by 2026, indicating a bullish outlook for the gold market [7] Gold Mining Stocks - Investment in gold mining stocks is recommended, with five highlighted companies: Agnico Eagle Mines Ltd. (AEM), DRDGOLD Ltd. (DRD), Gold Fields Ltd. (GFI), Comstock Inc. (LODE), and GoldMining Inc. (GLDG), all carrying favorable Zacks Ranks [5][8] - Agnico Eagle Mines is focused on growth through strategic projects and acquisitions, with expected revenue and earnings growth rates of 30.6% and 64.1% for the current year [10][12] - DRDGOLD has undergone a refocusing of its gold interests, with expected revenue and earnings growth rates of 54.3% and 13.3% for the current year [13][14] - Gold Fields operates in multiple countries and has expected revenue and earnings growth rates of 71% and 93.9% for the current year [15] - Comstock Inc. focuses on precious metals mining in Nevada, with expected revenue and earnings growth rates of 17.4% and 69% for the current year [16][17] - GoldMining Inc. is engaged in mineral exploration with a focus on gold assets in the Americas, expecting an earnings growth rate of 30% for the current year [18] Supply-Demand Dynamics - The gold mining industry is facing a supply-demand imbalance due to a scarcity of new deposits and lengthy mining processes, which may drive prices higher [6] - Increased use of gold in energy, healthcare, and technology sectors is expected to further contribute to demand [7]

[Condensed Consolidated Interim Financial Statements](index=1&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) [Condensed Consolidated Interim Statements of Financial Position](index=2&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Financial%20Position) Total assets reached **$130,237 thousand** by May 31, 2025, driven by long-term investments, leading to increased shareholder equity | Metric | As at May 31, 2025 ($) | As at November 30, 2024 ($) | | :-------------------------------- | :----------------------- | :-------------------------- | | **Assets** | | | | Current assets | 7,335 | 13,316 | | Non-current assets | 130,237 | 120,961 | | **Total Assets** | **130,237** | **120,961** | | **Liabilities** | | | | Current liabilities | 3,430 | 4,235 | | Non-current liabilities | 4,989 | 5,800 | | **Total Liabilities** | **4,989** | **5,800** | | **Equity** | | | | Total equity attributable to shareholders | 124,155 | 113,759 | | Non-controlling interests | 1,093 | 1,402 | | **Total Equity** | **125,248** | **115,161** | - Total assets increased by **$9,276 thousand** from November 30, 2024, to May 31, 2025, primarily due to a rise in long-term investments[4](index=4&type=chunk) - Total equity attributable to shareholders increased by **$10,396 thousand**, reflecting improved financial health[4](index=4&type=chunk) [Condensed Consolidated Interim Statements of Comprehensive Income (Loss)](index=3&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Income%20(Loss)) Net loss improved to **$7,507 thousand** for the six months ended May 31, 2025, largely due to unrealized investment gains and deferred tax recovery | Metric | For the three months ended May 31, 2025 ($) | For the three months ended May 31, 2024 ($) | For the six months ended May 31, 2025 ($) | For the six months ended May 31, 2024 ($) | | :--------------------------------------- | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Operating loss | (4,317) | (5,835) | (9,902) | (8,209) | | Net loss for the period before taxes | (4,255) | (5,583) | (9,725) | (7,747) | | Net loss for the period | (2,616) | (5,692) | (7,507) | (8,471) | | Total comprehensive income (loss) for the period | 5,335 | (6,772) | 5,556 | (6,747) | | Net loss per share, basic and diluted | (0.01) | (0.03) | (0.04) | (0.04) | - Net loss for the six months ended May 31, 2025, decreased to **$7,507 thousand** from **$8,471 thousand** in the prior year, indicating an improvement in profitability[5](index=5&type=chunk) - Total comprehensive income for the six months ended May 31, 2025, was **$5,556 thousand**, a significant turnaround from a loss of **$6,747 thousand** in the same period last year, primarily due to unrealized gains on long-term investments[5](index=5&type=chunk) [Condensed Consolidated Interim Statements of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Equity) Total equity increased to **$125,248 thousand** by May 31, 2025, driven by other comprehensive income, share-based compensation, and ATM offerings | Metric | Balance at November 30, 2024 ($) | Balance at May 31, 2025 ($) | | :--------------------------------------- | :------------------------------- | :-------------------------- | | Issued capital | 190,785 | 192,978 | | Reserves | 14,050 | 14,815 | | Share issuance obligation | 91 | 231 | | Accumulated deficit | (4,436) | (10,219) | | Accumulated other comprehensive loss | (86,731) | (73,650) | | Total equity attributable to shareholders | 113,759 | 124,155 | | Non-controlling interests | 1,402 | 1,093 | | **Total Equity** | **115,161** | **125,248** | - Issued capital increased by **$2,193 thousand**, reflecting new share issuances[7](index=7&type=chunk) - Accumulated other comprehensive loss improved by **$13,081 thousand**, contributing significantly to the increase in total equity[7](index=7&type=chunk) [Condensed Consolidated Interim Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Cash and equivalents decreased by **$5,857 thousand** for the six months ended May 31, 2025, mainly from operating activities, offset by financing | Activity | For the six months ended May 31, 2025 ($) | For the six months ended May 31, 2024 ($) | | :-------------------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Cash used in operating activities | (8,619) | (9,403) | | Cash generated from (used in) investing activities | 192 | (908) | | Cash generated from financing activities | 2,653 | 5,910 | | Effect of exchange rate changes on cash | (83) | 58 | | Net decrease in cash and cash equivalents and restricted cash | (5,857) | (4,343) | | Cash and cash equivalents and restricted cash, end of period | 6,145 | 17,364 | - Cash used in operating activities decreased to **$8,619 thousand** from **$9,403 thousand** in the prior year period[8](index=8&type=chunk) - Cash generated from financing activities significantly decreased to **$2,653 thousand** from **$5,910 thousand**, mainly due to lower net proceeds from At-the-Market offerings[8](index=8&type=chunk) [Notes to Condensed Consolidated Interim Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [1. Corporate Information](index=7&type=section&id=1.%20Corporate%20Information) GoldMining Inc. is a mineral exploration company with projects in Brazil, Colombia, US, Canada, and Peru, listed on major exchanges - GoldMining Inc. is a mineral exploration company with projects in Brazil, Colombia, United States, Canada, and Peru[10](index=10&type=chunk) - The company's shares are listed on the TSX (GOLD), NYSE American (GLDG), and Frankfurt Stock Exchange (BSR)[11](index=11&type=chunk) - U.S. GoldMining Inc., a majority-owned subsidiary, completed its IPO in April **2023** and is listed on Nasdaq (USGO)[12](index=12&type=chunk) [2. Basis of Preparation](index=7&type=section&id=2.%20Basis%20of%20Preparation) Financial statements adhere to IFRS (IAS 34) in Canadian dollars, using historical cost, with consistent management judgments - Financial statements are prepared under IFRS Accounting Standards, specifically IAS **34** for interim reporting[13](index=13&type=chunk) - The reporting currency is Canadian dollars, and values are rounded to the nearest thousand[15](index=15&type=chunk) - Management's judgments and estimates are consistent with those in the annual consolidated financial statements[17](index=17&type=chunk)[18](index=18&type=chunk) [2.3 Changes in, and Initial Adoption of, Accounting Policies](index=8&type=section&id=2.3%20Changes%20in,%20and%20Initial%20Adoption%20of,%20Accounting%20Policies) IAS **1** amendments on liability classification had no material impact; future IFRS **9**, IFRS **7**, and IFRS **18** changes are under assessment - Amendments to IAS **1** regarding liability classification were adopted, with no material impact[20](index=20&type=chunk) - Amendments to IFRS **9** and IFRS **7** (Classification and Measurement of Financial Instruments) are effective January **1**, **2026**, and are being assessed[21](index=21&type=chunk) - IFRS **18** (Presentation and Disclosure in Financial Statements), replacing IAS **1**, is effective January **1**, **2027**, and is being assessed for impact[22](index=22&type=chunk) [3. Cash and Cash Equivalents and Restricted Cash](index=9&type=section&id=3.%20Cash%20and%20Cash%20Equivalents%20and%20Restricted%20Cash) Cash and equivalents decreased to **$6,024 thousand** by May 31, 2025, mainly due to reduced term deposits, with restricted cash stable | Item | May 31, 2025 ($) | November 30, 2024 ($) | | :------------------------ | :--------------- | :-------------------- | | Cash at bank and on hand | 2,452 | 2,999 | | Term deposits | 3,572 | 8,881 | | **Total Cash and Cash Equivalents** | **6,024** | **11,880** | | Restricted cash | 121 | 122 | - Cash and cash equivalents decreased by **$5,856 thousand** (**49.3%**) from November 30, 2024, to May 31, 2025[23](index=23&type=chunk) - The decrease was mainly driven by a reduction in term deposits from **$8,881 thousand** to **$3,572 thousand**[23](index=23&type=chunk) [4. Exploration and Evaluation Assets](index=9&type=section&id=4.%20Exploration%20and%20Evaluation%20Assets) Exploration assets decreased to **$56,114 thousand** by May 31, 2025, mainly from foreign currency translation, with ongoing project expenses | Metric | For the six months ended May 31, 2025 ($) | For the six months ended May 31, 2024 ($) | | :---------------------------------- | :---------------------------------------- | :---------------------------------------- | | Balance at the beginning of period | 56,547 | 56,815 | | Foreign currency translation adjustments | (472) | (549) | | **Balance at the end of period** | **56,114** | **56,655** | | Project | May 31, 2025 ($) | November 30, 2024 ($) | | :-------------- | :--------------- | :-------------------- | | La Mina | 15,431 | 15,731 | | Titiribi | 12,320 | 12,560 | | Crucero | 7,327 | 7,470 | | Yellowknife | 7,195 | 7,143 | | Cachoeira | 5,655 | 5,521 | | São Jorge | 4,765 | 4,652 | | Yarumalito | 1,706 | 1,736 | | Whistler | 1,077 | 1,110 | | Surubim | 233 | 227 | | Batistão | 214 | 210 | | Montes Áureos and Trinta | 163 | 159 | | Rea | 28 | 28 | | **Total** | **56,114** | **56,547** | | Project | For the six months ended May 31, 2025 ($) | For the six months ended May 31, 2024 ($) | | :---------- | :---------------------------------------- | :---------------------------------------- | | São Jorge | 548 | 468 | | Whistler | 504 | 998 | | Titiribi | 276 | 165 | | La Mina | 97 | 73 | | Yarumalito | 63 | 155 | | Rea | 30 | 41 | | Yellowknife | 29 | 2 | | Cachoeira | 22 | 10 | | Crucero | 1 | 20 | | **Total** | **1,570** | **1,932** | [5. Land, Property and Equipment](index=11&type=section&id=5.%20Land,%20Property%20and%20Equipment) Net book value of property and equipment decreased to **$3,076 thousand** by May 31, 2025, due to depreciation and currency translation | Category | At November 30, 2024 ($) | At May 31, 2025 ($) | | :-------------------- | :----------------------- | :------------------ | | Land | 1,107 | 1,086 | | Buildings and Camp Structures | 1,486 | 1,381 | | Office Equipment | 11 | 7 | | Right-of-Use Assets | 368 | 324 | | Exploration Equipment | 127 | 110 | | Vehicles | 201 | 168 | | **Total Net Book Value** | **3,300** | **3,076** | - Total net book value of land, property, and equipment decreased by **$224 thousand** (**6.8%**) from November 30, 2024, to May 31, 2025[32](index=32&type=chunk) - Depreciation for the six months ended May 31, 2025, was **$175 thousand**[32](index=32&type=chunk) [6. Investment in Associate](index=11&type=section&id=6.%20Investment%20in%20Associate) GoldMining Inc. holds **22.8%** of NevGold, valued at **$9.4 million**, reporting a **$295 thousand** net gain from its equity share - As of May 31, 2025, GoldMining held **26,056,150** shares of NevGold, representing a **22.8%** ownership interest with a fair value of approximately **$9.4 million**[34](index=34&type=chunk) - For the six months ended May 31, 2025, the Company recorded a net gain of **$295 thousand** for its equity share in NevGold, a significant improvement from a net loss of **$403 thousand** in the prior year[42](index=42&type=chunk) - The gain was primarily driven by a **$744 thousand** gain on dilution of ownership interest in NevGold[42](index=42&type=chunk) [7. Long-term Investments](index=13&type=section&id=7.%20Long-term%20Investments) Long-term investments in GRC rose to **$54,732 thousand** by May 31, 2025, driven by unrealized gains and measured at FVTOCI | Investment | Number of shares | Fair value (Nov 30, 2024) ($) | Additions ($) | Unrealized Gains (FVTOCI) ($) | Fair Value (May 31, 2025) ($) | | :---------------- | :--------------- | :------------------------------ | :------------ | :------------------------------ | :---------------------------- | | Investment in GRC | 21,533,125 | 38,906 | - | 15,826 | 54,732 | - Long-term investments in GRC increased by **$15,826 thousand** (**40.7%**) from November 30, 2024, to May 31, 2025, due to unrealized gains[46](index=46&type=chunk) - These investments are measured at fair value through other comprehensive income (FVTOCI)[43](index=43&type=chunk) [8. Share Capital](index=14&type=section&id=8.%20Share%20Capital) GoldMining Inc. issued **1,675,879** common shares for **$1,882 thousand** gross proceeds via its ATM program during the six months ended May 31, 2025 - The authorized share capital consists of an unlimited number of common shares without par value[47](index=47&type=chunk) - Under the **2024** ATM Program, **1,675,879** common shares were issued for gross proceeds of **$1,882 thousand** during the six months ended May 31, 2025[50](index=50&type=chunk) [8.2 Reserves](index=15&type=section&id=8.2%20Reserves) Reserves increased to **$14,815 thousand** by May 31, 2025, from **$14,050 thousand**, primarily due to share-based compensation | Reserve Type | Balance at November 30, 2024 ($) | Balance at May 31, 2025 ($) | | :----------------- | :------------------------------- | :-------------------------- | | Restricted Share Rights | 18 | 240 | | Share Options | 10,491 | 11,034 | | Warrants | 3,541 | 3,541 | | **Total Reserves** | **14,050** | **14,815** | - Total reserves increased by **$765 thousand** (**5.4%**) from November 30, 2024, to May 31, 2025[52](index=52&type=chunk) - Share-based compensation contributed **$1,262 thousand** to reserves during the period[52](index=52&type=chunk) [8.3 Share Options](index=15&type=section&id=8.3%20Share%20Options) **15,503,929** share options were outstanding by May 31, 2025, with a **$1.60** average exercise price; expense was **$543 thousand** | Metric | Balance at November 30, 2024 | Balance at May 31, 2025 | | :-------------------------------- | :--------------------------- | :---------------------- | | Number of Options | 15,481,429 | 15,503,929 | | Weighted Average Exercise Price ($) | 1.61 | 1.60 | | Weighted Average Remaining Contractual Life (years) | N/A | 2.62 | | Share-based compensation expense (six months) ($) | N/A | 543 | | Share-based compensation expense (six months, prior year) ($) | N/A | 1,392 | - **15,503,929** options were outstanding as of May 31, 2025, with a weighted average exercise price of **$1.60**[55](index=55&type=chunk) - Share-based compensation expense for options decreased from **$1,392 thousand** in the six months ended May 31, 2024, to **$543 thousand** in the current period[55](index=55&type=chunk) [8.4 Restricted Share Rights](index=16&type=section&id=8.4%20Restricted%20Share%20Rights) **341,050** RSRs were outstanding by May 31, 2025, with a **$1.19** average value; expense was **$719 thousand** | Metric | Balance at November 30, 2024 | Balance at May 31, 2025 | | :-------------------------------- | :--------------------------- | :---------------------- | | Number of RSRs | 765,165 | 341,050 | | Weighted Average Value ($) | 1.19 | 1.19 | | Share-based compensation expense (six months) ($) | N/A | 719 | | Share-based compensation expense (six months, prior year) ($) | N/A | 377 | - The number of RSRs outstanding decreased from **765,165** at November 30, 2024, to **341,050** at May 31, 2025, primarily due to vesting[60](index=60&type=chunk) - Share-based compensation expense for RSRs increased by **90.7%** to **$719 thousand** for the six months ended May 31, 2025, compared to **$377 thousand** in the prior year[61](index=61&type=chunk) [9. Non-Controlling Interests](index=17&type=section&id=9.%20Non-Controlling%20Interests) GoldMining Inc. controls U.S. GoldMining Inc. with **79.0%** ownership; NCI totaled **$1,093 thousand** by May 31, 2025 - GoldMining holds approximately **79.0%** of U.S. GoldMining's outstanding common shares, maintaining control and consolidating the entity[62](index=62&type=chunk) - Non-controlling interests in U.S. GoldMining's net assets amounted to **$1,093 thousand** as of May 31, 2025[62](index=62&type=chunk) [9.1 U.S. GoldMining equity transactions](index=17&type=section&id=9.1%20U.S.%20GoldMining%20equity%20transactions) U.S. GoldMining's assets were **$5,805 thousand** and liabilities **$1,219 thousand** by May 31, 2025, with **$903 thousand** gross proceeds from ATM sales | Metric | May 31, 2025 ($) | | :-------------------------------- | :--------------- | | Total Assets | 5,805 | | Total Liabilities | 1,219 | | Cash used in operating activities (six months) | (2,384) | | Cash generated from financing activities (six months) | 852 | - U.S. GoldMining sold **58,732** common shares under its ATM Program for gross proceeds of **$903 thousand** (**US$0.64 million**) during the six months ended May 31, 2025[69](index=69&type=chunk) - This resulted in a dilution gain in equity of **$707 thousand** for GoldMining Inc[69](index=69&type=chunk) [9.2 U.S. GoldMining Stock Options](index=19&type=section&id=9.2%20U.S.%20GoldMining%20Stock%20Options) **293,550** U.S. GoldMining stock options were outstanding by May 31, 2025, with a **US$10.00** average exercise price; expense was **$432 thousand** | Metric | Balance at November 30, 2024 | Balance at May 31, 2025 | | :-------------------------------- | :--------------------------- | :---------------------- | | Number of Options | 185,550 | 293,550 | | Weighted Average Exercise Price (US$) | 10.00 | 10.00 | | Weighted Average Remaining Contractual Life (years) | N/A | 3.92 | | Share-based compensation expense (six months) ($) | N/A | 432 | | Share-based compensation expense (six months, prior year) ($) | N/A | 163 | - **140,500** stock options were granted during the six months ended May 31, 2025[71](index=71&type=chunk) - Share-based compensation expense for stock options increased by **165.6%** to **$432 thousand** for the six months ended May 31, 2025[73](index=73&type=chunk) [9.3 U.S. GoldMining Restricted Shares](index=20&type=section&id=9.3%20U.S.%20GoldMining%20Restricted%20Shares) **254,000** Restricted Shares remain outstanding by May 31, 2025, with a **$1 thousand** recovery in share-based compensation expense - **254,000** Restricted Shares remain outstanding as of May 31, 2025, subject to performance conditions[76](index=76&type=chunk) - A recovery of **$1 thousand** in share-based compensation expense was recognized for Restricted Shares for the six months ended May 31, 2025[77](index=77&type=chunk) [9.4 U.S. GoldMining Restricted Share Units](index=20&type=section&id=9.4%20U.S.%20GoldMining%20Restricted%20Share%20Units) **15,050** RSUs were granted in December 2024 with a **US$8.32** average fair value; **$125 thousand** expense recognized | Metric | Balance at November 30, 2024 | Balance at May 31, 2025 | | :-------------------------------- | :--------------------------- | :---------------------- | | Number of RSUs | - | 10,687 | | Weighted Average Value (US$) | - | 8.32 | | Share-based compensation expense (six months) ($) | N/A | 125 | - **15,050** RSUs were granted in December **2024** at a weighted average fair value of **US$8.32**[78](index=78&type=chunk) - Share-based compensation expense of **$125 thousand** (**US$0.09 million**) was recognized for RSUs for the six months ended May 31, 2025[78](index=78&type=chunk) [9.5 U.S. GoldMining Warrants](index=20&type=section&id=9.5%20U.S.%20GoldMining%20Warrants) **1,740,992** U.S. GoldMining warrants were outstanding by May 31, 2025, with a **US$13.00** average exercise price and **0.90 years** life | Metric | Balance at November 30, 2024 | Balance at May 31, 2025 | | :-------------------------------- | :--------------------------- | :---------------------- | | Number of Warrants | 1,740,992 | 1,740,992 | | Weighted Average Exercise Price (US$) | 13.00 | 13.00 | | Weighted Average Remaining Contractual Life (years) | N/A | 0.90 | - The number of outstanding warrants remained stable at **1,740,992** from November 30, 2024, to May 31, 2025[80](index=80&type=chunk) - The weighted average remaining contractual life of these warrants is **0.90 years**[81](index=81&type=chunk) [10. Financial Instruments](index=21&type=section&id=10.%20Financial%20Instruments) GoldMining Inc. manages financial instruments and risks (currency, interest, credit, liquidity, equity price) using a three-level fair value hierarchy - Financial assets include cash, receivables, reclamation deposits, and long-term investments[82](index=82&type=chunk) - Financial liabilities include accounts payable, accrued liabilities, and amounts due to joint ventures and related parties[82](index=82&type=chunk) - The company uses a three-level hierarchy for fair value measurement, with most liquid assets classified as Level **1**[82](index=82&type=chunk)[86](index=86&type=chunk) [10.1 Financial Risk Management Objectives and Policies](index=21&type=section&id=10.1%20Financial%20Risk%20Management%20Objectives%20and%20Policies) GoldMining Inc. manages financial risks (currency, interest, credit, liquidity, equity price), monitoring exposures for timely mitigation - The company's financial risk management objectives cover currency, interest rate, credit, liquidity, and equity price risks[83](index=83&type=chunk) - Management monitors these exposures to ensure appropriate and timely mitigation[83](index=83&type=chunk) [10.2 Currency Risk](index=21&type=section&id=10.2%20Currency%20Risk) GoldMining Inc. faces currency risk from USD, BRL, and COP operations, with **$59,319 thousand** in foreign currency monetary assets by May 31, 2025 | Currency | As at May 31, 2025 ($) | As at November 30, 2024 ($) | | :------------------ | :----------------------- | :-------------------------- | | United States Dollar | 59,112 | 46,417 | | Brazilian Real | - | 27 | | Colombian Peso | 207 | 428 | | **Total Assets** | **59,319** | **46,872** | - The company's foreign currency denominated monetary assets increased by **$12,447 thousand** from November 30, 2024, to May 31, 2025[85](index=85&type=chunk) - A **10%** change in the Canadian dollar against the United States dollar would impact other comprehensive income by approximately **$4,734 thousand** and net loss by **$416 thousand**[87](index=87&type=chunk) [10.3 Interest Rate Risk](index=22&type=section&id=10.3%20Interest%20Rate%20Risk) Interest rate risk is minimal due to no long-term debt and fixed rates on cash and deposits; no derivatives are used - The company has no long-term debt, limiting its exposure to interest rate risk[88](index=88&type=chunk) - Cash, cash equivalents, and term deposits bear interest at fixed rates, minimizing interest rate fluctuations[88](index=88&type=chunk) [10.4 Credit Risk](index=22&type=section&id=10.4%20Credit%20Risk) Credit risk from bank balances is mitigated by holding funds with Schedule I chartered banks in Canada and their U.S. affiliates - Credit risk is mainly associated with the company's bank balances[89](index=89&type=chunk) - Risk is mitigated by holding funds with Schedule I chartered banks in Canada and their U.S. affiliates[90](index=90&type=chunk) [10.5 Liquidity Risk](index=22&type=section&id=10.5%20Liquidity%20Risk) Working capital was **$3,905 thousand** by May 31, 2025; liquidity is managed via ATM Program and **$187.2 million** in liquid equity holdings - Working capital as of May 31, 2025, was **$3,905 thousand**[91](index=91&type=chunk) | Equity Holdings | Fair Value ($) | | :------------------ | :--------------- | | U.S. GoldMining | 123.1 million | | Gold Royalty Corp. | 54.7 million | | NevGold | 9.4 million | | **Total** | **187.2 million** | - The company believes it can meet working capital requirements for the next twelve months through cash on hand, future borrowings, and the **2024** ATM Program[94](index=94&type=chunk) [10.6 Equity Price Risk](index=23&type=section&id=10.6%20Equity%20Price%20Risk) Equity price risk from long-term investments, influenced by commodity prices, would impact other comprehensive income by **$4,734 thousand** for a **10%** change - The company is exposed to equity price risk from its long-term investments, which are not actively traded[95](index=95&type=chunk) - A **10%** change in equity prices of long-term investments would impact other comprehensive income by approximately **$4,734 thousand**, net of tax[95](index=95&type=chunk) [11. Related Party Transactions](index=23&type=section&id=11.%20Related%20Party%20Transactions) General and administrative expenses of **$8 thousand** were incurred with Blender Media Inc.; key management personnel compensation totaled **$1,173 thousand** - General and administrative expenses of **$8 thousand** were incurred with Blender Media Inc., a related party, for website and marketing services during the six months ended May 31, 2025[96](index=96&type=chunk) [11.2 Transactions with Key Management Personnel](index=23&type=section&id=11.2%20Transactions%20with%20Key%20Management%20Personnel) Key management personnel compensation totaled **$1,173 thousand** for the six months ended May 31, 2025, with **$31 thousand** payable | Compensation Type | For the six months ended May 31, 2025 ($) | For the six months ended May 31, 2024 ($) | | :------------------------ | :---------------------------------------- | :---------------------------------------- | | Management fees | 95 | 95 | | Director and officer fees | 228 | 239 | | Share-based compensation | 850 | 1,024 | | **Total** | **1,173** | **1,358** | - Total compensation for key management personnel decreased by **$185 thousand** (**13.6%**) for the six months ended May 31, 2025[97](index=97&type=chunk) - As of May 31, 2025, **$31 thousand** was payable to key management personnel[97](index=97&type=chunk) [12. Segmented Information](index=24&type=section&id=12.%20Segmented%20Information) GoldMining Inc. operates in two segments across five areas, reporting **$122,902 thousand** in non-current assets and **$9,902 thousand** operating loss - The company operates in two segments: U.S. GoldMining and 'Others,' across Canada, Brazil, United States, Colombia, and Peru[98](index=98&type=chunk) | Geographical Location | Total non-current assets (May 31, 2025) ($) | Total non-current assets (Nov 30, 2024) ($) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | | Canada | 70,209 | 54,308 | | Colombia | 30,801 | 31,414 | | Brazil | 12,216 | 11,936 | | Peru | 7,327 | 7,470 | | United States | 2,349 | 2,517 | | **Total** | **122,902** | **107,645** | | Segment | Total assets (May 31, 2025) ($) | Total liabilities (May 31, 2025) ($) | Operating loss (six months ended May 31, 2025) ($) | Net loss (six months ended May 31, 2025) ($) | | :---------------- | :------------------------------ | :--------------------------------- | :------------------------------------------------- | :------------------------------------------- | | U.S. GoldMining | 6,817 | 1,219 | (3,206) | (3,136) | | Others | 123,420 | 3,770 | (6,696) | (4,371) | | **Total** | **130,237** | **4,989** | **(9,902)** | **(7,507)** | [13. Commitments](index=26&type=section&id=13.%20Commitments) Commitments include a **1.5%** royalty on Boa Vista and an option requiring a **R$3,000,000** (**$737 thousand**) payment; total obligations are **$460 thousand** - Boa Vista Project has a **1.5%** net smelter return royalty payable to D'Gold and potentially another **1.5%** to Majestic[105](index=105&type=chunk) - An option to acquire **100%** of Boa Vista Project mineral rights requires a final payment of **R$3,000,000** (**$737 thousand**), extended annually by paying **7%** of the remaining balance[106](index=106&type=chunk) | Due Period | Amount ($) | | :--------------- | :--------- | | Due within 1 year | 252 | | 1 – 3 years | 178 | | 3 – 5 years | 30 | | More than 5 years | - | | **Total** | **460** | [14. Subsequent Events](index=28&type=section&id=14.%20Subsequent%20Events) Subsequent to May 31, 2025, the company closed a **$500 thousand** private placement, entered a Boa Vista earn-in for up to **$7 million**, and sold **$2.05 million** in ATM shares - On June **9**, **2025**, the company closed a private placement of **373,135** flow-through shares for gross proceeds of **$500 thousand** to fund the Yellowknife Gold Project[115](index=115&type=chunk) - On July **1**, **2025**, a subsidiary entered into an earn-in agreement for the Boa Vista Project, potentially allowing Australian Mines Limited to acquire up to an **80%** interest for up to **$7 million**[116](index=116&type=chunk) - Subsequent to May **31**, **2025**, the company sold **1,965,094** ATM Shares for approximately **$2.05 million** gross proceeds and **1,132,600** NevGold Shares for **$0.3328** per share[118](index=118&type=chunk)

Core Viewpoint - GoldMining Inc. has entered into a binding Earn-In Agreement with Australian Mines Limited, allowing AUZ to acquire up to an 80% interest in the Boa Vista Project in Brazil for up to $7 million in cash and equity payments, while GoldMining retains a 20% interest if the option is fully exercised [1][2][5]. Group 1: Earn-In Agreement Details - AUZ can earn a 51% interest in the Boa Vista Project within three years by meeting specific conditions [3]. - A further 19% interest can be earned, bringing AUZ's total to 70%, within three years after completing the first option [3]. - AUZ has an additional option to earn a further 10% interest (totaling 80%) within 90 days after the second option is completed [3][4]. Group 2: Financial Considerations - The initial consideration includes a non-refundable cash payment of $55,000 and the issuance of AUZ Shares valued at AUD$1 million (approximately $884,000) [4]. - AUZ must incur minimum exploration expenditures of AUD$4.5 million (approximately $3,978,000), including completing at least 6,000 meters of diamond core drilling and making three annual cash payments of $250,000 [4]. - A JORC-compliant mineral resource estimate of at least 500,000 gold ounces must be announced, with at least 250,000 ounces in the measured and indicated categories [4]. Group 3: Project Overview - The Boa Vista Project is located in the Tapajós Gold District, covering approximately 9,201 hectares (92 km²) [6]. - GoldMining currently holds an 84.05% interest in the project, with Majestic D&M Holdings, LLC owning the remaining 15.95% [6]. - The project area is characterized by granites, granodiorites, and mafic volcanics, with mineralization considered to be mesothermal in nature [7][8]. Group 4: Company Background - GoldMining Inc. is focused on acquiring and developing gold assets in the Americas, controlling a diversified portfolio of resource-stage gold and gold-copper projects across several countries [10]. - The company also holds shares in Gold Royalty Corp., U.S. GoldMining Inc., and NevGold Corp., enhancing its investment portfolio [10].