GoldMining Inc.

04/12/2024 | Press release | Distributed by Public on 04/12/2024 14:24

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023 - Form 6-K

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

(Expressed in thousands of Canadian Dollars unless otherwise stated)

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

As at February 29,

As at November 30,

Notes

2024

2023

($)

($)

Assets

Current assets

Cash and cash equivalents

3 18,070 21,589

Restricted cash

3 118 118

Other receivables

515 594

Prepaid expenses and deposits

4 1,067 1,379

Other assets

126 47
19,896 23,727

Non-current assets

Reclamation deposits

494 494

Land, property and equipment

5 3,163 3,233

Exploration and evaluation assets

6 56,973 56,815

Investment in associate

7 9,109 6,297

Investment in joint venture

1,260 1,232

Long-term investments

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

Liabilities

Current liabilities

Accounts payable and accrued liabilities

1,373 1,757

Due to joint venture

30 30

Due to related parties

12 26 239

Lease liabilities

70 66

Income taxes payable

6 1,792 7

Withholding taxes payable

246 245
3,537 2,344

Non-current liabilities

Lease liabilities

311 329

Rehabilitation provisions

898 888

Deferred tax liability

253 904
4,999 4,465

Equity

Issued capital

9 177,420 176,584

Reserves

9 14,560 13,493

Retained earnings

17,667 20,176

Accumulated other comprehensive loss

(78,208 ) (81,010 )

Total equity attributable to shareholders of the Company

131,439 129,243

Non-controlling interests

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

Commitments (Note 14)

Subsequent events (Note 15)

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

/s/ "David Kong"

/s/ "Pat Obara"

David Kong

Director

Pat Obara

Chief Financial Officer

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

1
GoldMining Inc.
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)
For the three months ended February 29, 2024 and February 28, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

For the three months ended

February 29,

February 28,

Notes

2024

2023

($)

($)

Expenses

Consulting fees

120 73

Depreciation

5 77 44

Directors' fees, salaries and benefits

12 521 409

Exploration expenses

6 715 599

General and administrative

1,936 1,678

Professional fees

484 1,190

Share-based compensation

9,10 1,252 875

Share of loss in associate

7 401 -

Share of loss on investment in joint venture

68 -

Recovery on the receipt of mineral property option payments

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

Operating loss

(2,374 ) (3,734 )

Other items

Dividend income

- 287

Loss on modification of margin loan

- (130 )

Interest income

232 86

Other loss

(4 ) (34 )

Financing costs

(9 ) (514 )

Net foreign exchange loss

(9 ) (95 )

Net loss for the period before taxes

(2,164 ) (4,134 )

Current income tax expense

6 (1,768 ) -

Deferred income tax recovery (expense)

1,153 (1,978 )

Net loss for the period

(2,779 ) (6,112 )

Attributable to:

Shareholders of the Company

(2,586 ) (6,112 )

Non-controlling interests

(193 ) -

Net loss for the period

(2,779 ) (6,112 )

Other comprehensive income (loss)

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

Unrealized income (loss) on short-term investments

6 (4 )

Unrealized income (loss) on long-term investments

8 3,296 (13,290 )

Deferred tax recovery (expense) on long-term investments

(447 ) 1,797

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

Reclassification of loss on NevGold shares to net loss

- -

Foreign currency translation adjustments

(51 ) 806

Total comprehensive income (loss) for the period

25 (16,803 )

Attributable to:

Shareholders of the Company

216 (16,803 )

Non-controlling interests

10 (191 ) -

Total comprehensive income (loss) for the period

25 (16,803 )

Net loss per share, basic and diluted

(0.01 ) (0.04 )

Weighted average number of shares outstanding, basic and diluted

183,638,286 166,883,940

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

2
GoldMining Inc.
Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended February 29, 2024 and February 28, 2023
(Expressed in thousands of Canadian dollars, except share and per share amounts)

Accumulated

Attributable

Other

to Shareholders

Non-

Number of

Issued

Retained

Comprehensive

of the

Controlling

Notes

Shares

Capital

Reserves

Earnings

Loss

Company

Interests

Total

($)

($)

($)

($)

($)

($)

($)

Balance at November 30, 2022

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

Options exercised

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

Restricted share rights vested

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

At-the-Market offering:

Common shares issued for cash

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

Agents' fees and issuance costs

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

Share-based compensation

9 - - 875 - - 875 - 875

Deferred tax benefits of share issuance costs

- 43 - - - 43 - 43

Other comprehensive loss

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

Net loss for the period

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

Balance at February 28, 2023

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

Options exercised

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

Restricted share rights vested

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

US GoldMining

Net proceeds from Initial Public Offering

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

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

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

At-the-Market offering:

Common shares issued for cash

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

Agents' fees and issuance costs

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

Share-based compensation

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

Deferred tax benefits of share issuance costs

- 53 - - - 53 - 53

Other comprehensive loss

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

Net loss for the period

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

Balance at November 30, 2023

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

Options exercised

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

Restricted share rights vested

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

At-the-Market offering:

Common shares issued for cash

9 579,918 771 - - - 771 - 771

Agents' fees and issuance costs

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

Share-based compensation

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

Deferred tax benefits of share issuance costs

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

Other comprehensive income

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

Net loss for the period

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

Balance at February 29, 2024

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

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

3
GoldMining Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the three months ended February 29, 2024 and February 28, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

For the three months ended

February 29,

February 28,

2024

2023

($)

($)

Operating activities

Net loss for the period

(2,779 ) (6,112 )

Adjustments for items not involving cash:

Depreciation

77 44

Accretion

9 9

Financing costs

9 514

Share of loss on investment in joint venture

68 -

Share-based compensation

1,252 875

Unrealized loss on short-term investments

10 -

Unrealized loss on long-term investments

- 25

Loss on loan modification

- 130

Share of loss in associate

401 -

Deferred income tax expense (recovery)

(1,153 ) 1,978

Recovery on the receipt of mineral property option payments

(3,200 ) (1,134 )

Net foreign exchange loss

- 158

Net changes in non-cash working capital items:

Other receivables

80 (59 )

Prepaid expenses and deposits

312 (204 )

Accounts payable and accrued liabilities

(384 ) 39

Incomes taxes payable

1,785 -

Due to related parties

(213 ) (142 )

Cash used in operating activities

(3,726 ) (3,879 )

Investing activities

Investment in exploration and evaluation assets

(221 ) (222 )

Purchase of securities

(190 ) (1,381 )

Investment in joint venture

(107 ) -

Purchase of equipment

(3 ) -

Cash used in investing activities

(521 ) (1,603 )

Financing activities

Net proceeds from At-the-Market offering

752 7,442

Proceeds from common shares issued upon exercise of options

2 347

Payment of lease liabilities

(23 ) (27 )

Principal payment of margin loan

- (2,542 )

Interest paid on margin loan

- (487 )

Cash generated from financing activities

731 4,733

Effect of exchange rate changes on cash

(3 ) 42

Net decrease in cash and cash equivalents and restricted cash

(3,519 ) (707 )

Cash and cash equivalents and restricted cash

Beginning of period

21,707 8,325

End of period

18,188 7,618

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

4
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

1.

Corporate Information

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

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

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

2.

Basis of Preparation

2.1

Statement of Compliance

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

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

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

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

2.2

Significant Accounting Judgments and Estimates

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

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

5
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

3.

Cash and Cash Equivalents and Restricted Cash

February 29,

November 30,

2024

2023

($)

($)

Cash and cash equivalents consist of:

Cash at bank and on hand

1,889 7,291

Term deposits

16,181 14,298

Total

18,070 21,589

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

4.

Prepaids

February 29,

November 30,

2024 2023

($)

($)

Prepaid corporate development expenses

404 700

Prepaid insurance

243 419

Other prepaid expenses

420 260

Total

1,067 1,379

5.

Land, Property and Equipment

Right-of-

Use Assets

Buildings and

Office

(Office and)

Exploration

Land

Camp Structures

Equipment

warehouse space)

Equipment

Vehicles

Total

($)

($)

($)

($)

($)

($)

($)

Cost

Balance at November 30, 2022

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

Additions

- 1,174 16 830 72 82 2,174

Disposition

- - - (800 ) - - (800 )

Change in reclamation estimate

- 6 - - - - 6

Impact of foreign currency translation

12 13 10 2 4 5 46

Balance at November 30, 2023

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

Additions

- - 10 (7 ) - - 3

Impact of foreign currency translation

1 4 (1 ) - - - 4

Balance at February 29, 2024

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

Accumulated Depreciation

Balance at November 30, 2022

- 674 170 255 240 365 1,704

Depreciation

- 78 25 94 2 3 202

Disposition

- - - (205 ) - - (205 )

Impact of foreign currency translation

- 8 4 1 4 5 22

Balance at November 30, 2023

- 760 199 145 246 373 1,723

Depreciation

- 39 6 24 4 4 77

Impact of foreign currency translation

- 1 (1 ) - - - -

Balance at February 29, 2024

- 800 204 169 250 377 1,800

Net Book Value

At November 30, 2023

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

At February 29, 2024

1,073 1,560 17 372 66 75 3,163
6
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

6.

Exploration and Evaluation Assets

For the three months ended

February 29,

February 28,

2024

2023

($)

($)

Balance at the beginning of period

56,815 56,788

Mineral property option payment

221 222
57,036 57,010

Change in reclamation estimate

(1 ) (12 )

Foreign currency translation adjustments

(62 ) 740

Balance at the end of period

56,973 57,738

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

February 29

November 30,

2024

2023

($)

($)

La Mina

15,167 14,926

Titiribi

12,177 12,161

Crucero

7,144 7,135

Yellowknife

7,058 7,061

Cachoeira

6,432 6,489

São Jorge

5,419 5,467

Yarumalito

1,688 1,685

Whistler

1,080 1,076

Surubim

351 354

Batistão

243 246

Montes Áureos and Trinta

186 187

Rea

28 28

Total

56,973 56,815

Almaden

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

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

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

o

January 1, 2023: $1,500

o

July 1, 2023: $1,500

o

January 1, 2024: $3,000

7
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

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

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

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

o

$500 on completion of a positive Preliminary Economic Assessment

o

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

o

$4,500 on completion of a positive Feasibility Study

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

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

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

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

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

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

Surubim

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

8
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

Exploration Expenditures

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

For the period from

For the three months ended

incorporation,

February 29,

February 28,

September 9, 2009, to

2024

2023

February 29, 2024

($)

($)

($)

Whistler

336 174 10,754

Yarumalito

133 30 560

São Jorge

123 50 1,980

Titiribi

70 59 2,419

La Mina

33 244 3,249

Rea

9 5 376

Cachoeira

6 19 6,822

Crucero

3 1 633

Yellowknife

2 16 1,361

Other Exploration Expenses

- 1 3,943

Total

715 599 32,097

7.

Investment in Associate

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

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

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

Balance at November 30, 2022

$ -

Investment in NevGold - July 13, 2023

6,335

Share of loss in NevGold

(147 )

Share of OCI in NevGold

78

Gain on dilution of ownership interest in NevGold

31

Balance at November 30, 2023

$ 6,297

Investment in NevGold - January 18, 2024

3,200

Share of loss in NevGold

(671 )

Share of OCI in NevGold

13

Gain on dilution of ownership interest in NevGold

270

Balance at February 29, 2024

$ 9,109

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

9
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

8.

Long-term Investments

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

Investment in Gold Royalty Corp.

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

NevGold Corp.

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

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

As at

November 30,

As at

February 29,

2023

2024

Number of
warrants(1)

Number of
shares(1)

Fair value
($)

Additions
($)

Unrealized Gains (Losses)
(FVTOCI)
($)

Unrealized Gains (Losses)
(FVTPL)
($)

Reclassification to Short-term Investments
($)

Fair Value
($)

Investment in GRC

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

Investment in NevGold - warrants(2)

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

As at

November 30,

As at

November 30,

2022

2023

Number of
warrants(4)

Number of
shares(4)

Fair value
($)

Additions
($)

Unrealized Gains (Losses)
(FVTOCI)
($)

Unrealized Gains (Losses)
(FVTPL)
($)

Derecognition of investment measured at FVTOCI
($)

Fair Value
($)

Investment in GRC

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

Investment in NevGold - shares(3)

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

Investment in NevGold - warrants

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

(1)

As of February 29, 2024.

(2)

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

(3)

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

(4)

As of November 30, 2023.

10
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

9.

Share Capital

9.1

Authorized

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

At-the-Market Equity Program

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

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

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

9.2

Reserves

Restricted Shares
($)

Share Options
($)

Warrants
($)

Total
($)

Balance at November 30, 2022

35 8,354 3,541 11,930

Options exercised

- (107 ) - (107 )

Restricted share rights vested

(70 ) - - (70 )

Share-based compensation

180 695 - 875

Balance at February 28, 2023

145 8,942 3,541 12,628

Options exercised

- (698 ) - (698 )

Restricted share rights vested

(346 ) - - (346 )

Share-based compensation

201 1,708 - 1,909

Balance at November 30, 2023

- 9,952 3,541 13,493

Options exercised

- (1 ) - (1 )

Restricted share rights vested

(91 ) - - (91 )

Share-based compensation

231 928 - 1,159

Balance at February 29, 2024

140 10,879 3,541 14,560
11
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

9.3

Share Options

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

The following outlines movements of the Company's Options:

Number of

Options

Weighted

Average

Exercise Price

($)

Balance at November 30, 2022

14,003,075 1.61

Exercised(1)

(272,000 ) 1.28

Cancelled/Forfeited

(17,500 ) 1.83

Expired

(163,000 ) 1.23

Balance at February 28, 2023

13,550,575 1.63

Granted

3,700,000 1.10

Exercised

(2,105,000 ) 0.88

Expired

(200,380 ) 1.63

Balance at November 30, 2023

14,945,195 1.60

Granted

290,000 1.21

Exercised(2)

(2,500 ) 0.78

Expired

(50,000 ) 0.95

Balance at February 29, 2024

15,182,695 1.59

(1)

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

(2)

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

12
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

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

Three months

ended

February 29,

2024

Three months

ended

February 28,

2023

Risk-free interest rate

3.90 % -

Expected life (years)

2.88 -

Expected volatility

51.18 % -

Expected dividend yield

0.00 % -

Estimated forfeiture rate

0.30 % -

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

Options Outstanding

Options Exercisable

Exercise

Prices

Number of

Options

Outstanding

Weighted

Average

Exercise

Price

($)

Weighted

Average

Remaining

Contractual

Life

(years)

Number of

Options

Exercisable

Weighted

Average

Exercise

Price

($)

Weighted

Average

Remaining

Contractual

Life

(years)

$0.94 - $1.08

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

$1.09 - $1.59

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

$1.60 - $1.82

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

$1.83 - $2.00

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

$2.01 - $3.38

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

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

9.4

Restricted Share Rights

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

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

13
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's RSRs:

Number of

RSRs

Weighted Average

Value

($)

Balance at November 30, 2022

229,426 1.61

Vested

(43,750 ) 1.60

Balance at February 28, 2023

185,676 1.62

Granted

403,700 1.23

Vested

(222,846 ) 1.55

Balance as at November 30, 2023

366,530 1.23

Vested

(74,375 ) 1.23

Balance at February 29, 2024

292,155 1.23

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

10.

Non-Controlling Interests

10.1

U.S. GoldMining equity transactions

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

14
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

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

February 29,

2024

($)

Assets

Cash and cash equivalents

14,946

Restricted cash

118

Prepaid expenses and deposits

298

Other receivables

167

Other assets

37

Land, property and equipment

1,461

Exploration and evaluation assets

84
17,111

Liabilities

Accounts payable and accrued liabilities

621

Income taxes payable

7

Withholdings taxes payable

246

Rehabilitation provisions

423

Lease liability

184
1,481

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

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

For the three months ended

February 29,

2024

($)

Cash used in operating activities

(555 )

Cash used in investing activities

(3 )

Cash generated from financing activities

32

Effect of exchange rate changes on cash

11

Net increase in cash and cash equivalents and restricted cash

(515 )

Cash and cash equivalents and restricted cash

Beginning of period

15,579

End of period

15,064

10.2

U.S. GoldMining Stock Options

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

15
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

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

Number of

Options

Weighted

Average

Exercise Price

(US$)

Balance at February 28, 2023 and November 30, 2022

- -

Granted

82,500 10.00

Balance at November 30, 2023

82,500 10.00

Granted

99,050 10.00

Balance at February 29, 2024

181,550 (1) 10.00

(1)

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

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

Three months

ended

February 29,

2024

Three months

ended

February 28,

2023

Risk-free interest rate

4.50 % -

Expected life (years)

3.00 -

Expected volatility(1)

54.93 % -

Expected dividend yield

0.00 % -

Estimated forfeiture rate

0.00 % -

(1)

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

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

10.3

U.S. GoldMining Restricted Shares

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

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

16
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

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

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

10.4

U.S. GoldMining Warrants

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

Number of

Warrants

Weighted Average

Exercise Price

(US$)

Balance at November 30, 2022

- -

Common stock purchase warrants issued at the IPO

2,000,000 13.00

Exercised

(258,708 ) 13.00

Balance at February 29, 2024 and November 30, 2023

1,741,292 (1) 13.00

(1)

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

11.

Financial Instruments

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

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

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

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

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

17
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

11.1

Financial Risk Management Objectives and Policies

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

11.2

Currency Risk

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

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

As at February 29,

As at November 30,

2024

2023

($)

($)

Assets

United States Dollar

63,723 60,652

Brazilian Real

27 30

Colombian Peso

204 546

Total

63,954 61,228

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

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

11.3

Interest Rate Risk

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

11.4

Credit Risk

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

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

18
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

11.5

Liquidity Risk

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

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

11.6

Equity Price Risk

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

12.

Related Party Transactions

12.1

Related Party Transactions

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

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

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

19
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

12.2

Transactions with Key Management Personnel

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

For the three months ended

February 29,

February 28,

2024

2023

($)

($)

Management fees

48 44

Director and officer fees

120 97

Share-based compensation

698 487

Total

866 628

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

13.

Segmented Information

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

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

Total non-current assets

As at February 29,

As at November 30,

2024

2023

($)

($)

Canada

65,737 59,488

Colombia

30,398 30,139

Brazil

13,893 13,977

Peru

7,144 7,135

United States

2,365 2,412

Total

119,537 113,151
20
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

Total operating loss (income)

For the three months ended

February 29, 2024

February 28, 2023

($)

($)

Canada

3,936 3,130

Colombia

385 403

Brazil

326 208

Peru

7 4

United States

(2,280 ) (11 )

Total

2,374 3,734

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

Total assets

Total liabilities

As at February 29,

As at November 30,

As at February 29,

As at November 30,

2024

2023

2024

2023

($)

($)

($)

($)

U.S. GoldMining(1)

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

Others(2)

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

Total

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

For the three months ended February 29, 2024

For the three months ended February 28, 2023

U.S. GoldMining(1)

Others(2)

Total

U.S. GoldMining(1)

Others(2)

Total

($)

($)

($)

($)

($)

($)

Expenses

Consulting fees

3 117 120 33 40 73

Depreciation

39 38 77 3 41 44

Directors' fees, salaries and benefits

116 405 521 43 366 409

Exploration expenses

336 379 715 174 425 599

General and administrative

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

Professional fees

230 254 484 753 437 1,190

Share-based compensation

93 1,159 1,252 3 872 875

Share of loss on investment in associate

- 401 401 - - -

Share of loss on investment in joint venture

- 68 68 - - -

Recovery on the receipt of mineral property option payments

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

Operating loss

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

Other items

Dividend income

- - - - 287 287

Unrealized loss on long-term investments

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

Gain (loss) on modification of margin loan

- - - - (130 ) (130 )

Interest income

197 35 232 - 86 86

Other income

- 15 15 - - -

Accretion of rehabilitation provisions

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

Financing costs

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

Net foreign exchange gain (loss)

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

Net loss for the year before taxes

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

Current income tax expense

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

Deferred income tax recovery (expense)

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

Net loss for the period

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

(1)

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

(2)

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

21
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 29, 2024 and November 30, 2023
(Expressed in thousands of Canadian dollars unless otherwise stated)

14.

Commitments

Boa Vista Joint Venture Project

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

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

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

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

Surubim Project

Altoro Agreement- Surubim Property

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

La Mina Project

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

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

US$162,500 in May 2024.

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

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

Future rental payments for these commitments are as follows:

Amount

($)

Due within 1 year

150

1 - 3 years

168

3 - 5 years

131

More than 5 years

-

Total

449 (1)

(1)

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

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

15.

Subsequent Events

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

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