GoldMining(GLDG) - 2025 Q2 - Quarterly Report

Condensed Consolidated Interim Financial Statements Condensed Consolidated Interim Statements of Financial Position 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] - Total equity attributable to shareholders increased by $10,396 thousand, reflecting improved financial health[4] Condensed Consolidated Interim Statements of Comprehensive Income (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] - 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] Condensed Consolidated Interim Statements of Changes in Equity 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] - Accumulated other comprehensive loss improved by $13,081 thousand, contributing significantly to the increase in total equity[7] Condensed Consolidated Interim Statements of Cash Flows 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] - 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] Notes to Condensed Consolidated Interim Financial Statements 1. Corporate Information 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] - The company's shares are listed on the TSX (GOLD), NYSE American (GLDG), and Frankfurt Stock Exchange (BSR)[11] - U.S. GoldMining Inc., a majority-owned subsidiary, completed its IPO in April 2023 and is listed on Nasdaq (USGO)[12] 2. Basis of Preparation 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] - The reporting currency is Canadian dollars, and values are rounded to the nearest thousand[15] - Management's judgments and estimates are consistent with those in the annual consolidated financial statements[17][18] 2.3 Changes in, and Initial Adoption of, Accounting Policies 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] - Amendments to IFRS 9 and IFRS 7 (Classification and Measurement of Financial Instruments) are effective January 1, 2026, and are being assessed[21] - IFRS 18 (Presentation and Disclosure in Financial Statements), replacing IAS 1, is effective January 1, 2027, and is being assessed for impact[22] 3. Cash and Cash Equivalents and Restricted Cash 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] - The decrease was mainly driven by a reduction in term deposits from $8,881 thousand to $3,572 thousand[23] 4. Exploration and Evaluation Assets 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 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] - Depreciation for the six months ended May 31, 2025, was $175 thousand[32] 6. Investment in Associate 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] - 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] - The gain was primarily driven by a $744 thousand gain on dilution of ownership interest in NevGold[42] 7. Long-term Investments 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] - These investments are measured at fair value through other comprehensive income (FVTOCI)[43] 8. Share Capital 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] - 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] 8.2 Reserves 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] - Share-based compensation contributed $1,262 thousand to reserves during the period[52] 8.3 Share Options 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] - 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] 8.4 Restricted Share Rights 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] - 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] 9. Non-Controlling Interests 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] - Non-controlling interests in U.S. GoldMining's net assets amounted to $1,093 thousand as of May 31, 2025[62] 9.1 U.S. GoldMining equity transactions 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] - This resulted in a dilution gain in equity of $707 thousand for GoldMining Inc[69] 9.2 U.S. GoldMining Stock Options 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] - Share-based compensation expense for stock options increased by 165.6% to $432 thousand for the six months ended May 31, 2025[73] 9.3 U.S. GoldMining Restricted Shares 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] - A recovery of $1 thousand in share-based compensation expense was recognized for Restricted Shares for the six months ended May 31, 2025[77] 9.4 U.S. GoldMining Restricted Share Units 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] - Share-based compensation expense of $125 thousand (US$0.09 million) was recognized for RSUs for the six months ended May 31, 2025[78] 9.5 U.S. GoldMining Warrants 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] - The weighted average remaining contractual life of these warrants is 0.90 years[81] 10. Financial Instruments 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] - Financial liabilities include accounts payable, accrued liabilities, and amounts due to joint ventures and related parties[82] - The company uses a three-level hierarchy for fair value measurement, with most liquid assets classified as Level 1[82][86] 10.1 Financial Risk Management Objectives and Policies 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] - Management monitors these exposures to ensure appropriate and timely mitigation[83] 10.2 Currency Risk 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] - 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] 10.3 Interest Rate Risk 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] - Cash, cash equivalents, and term deposits bear interest at fixed rates, minimizing interest rate fluctuations[88] 10.4 Credit Risk 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] - Risk is mitigated by holding funds with Schedule I chartered banks in Canada and their U.S. affiliates[90] 10.5 Liquidity Risk 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 $3,905 thousand[91] | Equity Holdings | Fair Value ($) | | :------------------ | :--------------- | | 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] 10.6 Equity Price Risk 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] - A 10% change in equity prices of long-term investments would impact other comprehensive income by approximately $4,734 thousand, net of tax[95] 11. Related Party Transactions 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] 11.2 Transactions with Key Management Personnel 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] - As of May 31, 2025, $31 thousand was payable to key management personnel[97] 12. Segmented Information GoldMining Inc. operates in two segments across five areas, reporting $122,902 thousand in non-current assets and $9,902 thousand operating loss - The company operates in two segments: U.S. GoldMining and 'Others,' across Canada, Brazil, United States, Colombia, and Peru[98] | Geographical Location | Total non-current assets (May 31, 2025) ($) | 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 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] - An option to acquire 100% of Boa Vista Project mineral rights requires a final payment of R$3,000,000 ($737 thousand), extended annually by paying 7% of the remaining balance[106] | Due Period | Amount ($) | | :--------------- | :--------- | | Due within 1 year | 252 | | 1 – 3 years | 178 | | 3 – 5 years | 30 | | More than 5 years | - | | Total | 460 | 14. Subsequent Events 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] - 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] - 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]