GoldMining Inc 6-K, filed Dec 8, 2020

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2020.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of r egistrant's name into English)

Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, Canada

(Address of principal executive office)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLDMINING INC.

Date:      December 8, 2020

ex_216724.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

GoldMining Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering by Gold Royalty

Vancouver, British Columbia – December 8 , 2020 – GoldMining Inc. (TSX: GOLD; NYSE: GLDG) announces that its subsidiary, Gold Royalty Corp. ("Gold Royalty"), has confidentially submitted a draft registration statement on Form F-1 with the Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering of Gold Royalty's securities in the United States. The initial public offering is expected to take place after the SEC completes its review process, subject to market and other conditions. The number of securities to be sold and the pricing thereof has not been determined.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended ("Securities Act") and applicable Canadian securities laws. This announcement is being issued pursuant to and in accordance with Rule 135 under the Securities Act.

For additional information, please contact:

GoldMining Inc.

Amir Adnani, Chairman

Garnet Dawson, CEO

Telephone: (855) 630-1001

Email: info@goldmining.com

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3