6-K

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 January, 2023.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant'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.

☐ Form 20-F	☒ 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.

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INCORPORATION BY REFERENCE

EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-255705), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

Exhibit<br><br> <br>Number	Description
99.1	News Release dated January 9, 2023
99.2	Material Change Report dated January 9, 2023

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SIGNATURES

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

GOLDMINING INC.

By:	/s/ Pat Obara
	Pat Obara
	Chief Financial Officer
Date:	January 9, 2023

ex_462439.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

GoldMining announces the Appointment of David Garofalo as Co-Chair

Designated News Release

Vancouver, British Columbia – January 9, 2023 – GoldMining Inc. (the "Company" or "GoldMining") (TSX: GOLD; NYSE American: GLDG) is pleased to announce the appointment of David Garofalo as a director and co-Chair of the Company.

Amir Adnani, founder and Co-Chair of GoldMining, commented: "David brings more than 30 years of leadership experience in the gold mining industry, including leading the largest merger in gold industry history between Goldcorp and Newmont. His addition to our leadership team will be invaluable as we continue our value creation strategy, which recently has included the successful IPO of Gold Royalty and recent optioning of the Almaden Project.”

He added: “David has been a member of our advisory board since 2020 where we partnered to complete the IPO of Gold Royalty in 2021. I look forward to working closely alongside David as co-Chair as we continue to execute our strategy."

Mr. Garofalo has worked in various leadership capacities in the natural resources sector over the last 30 years. He has served as Chairman & CEO of Gold Royalty Corp since August 2020, President and CEO of Goldcorp Inc. from 2016 to 2019, President & CEO of Hudbay Minerals Inc. from 2010 to 2015, Senior Vice President, Finance & CFO of Agnico-Eagle Limited from 1998 to 2010 and as treasurer and other various finance roles with Inmet Mining Corporation from 1990 to 1998.

David was named Mining Person of the Year by The Northern Miner in 2012 and Canada’s CFO of the Year by Financial Executives International Canada in 2009. A graduate of the University of Toronto (B.Comm.), he is also an FCPA, FCA, ICD.D. He also serves on the boards of directors of the Vancouver Board of Trade and the Vancouver Symphony Orchestra.

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia, and Peru. The Company also owns more than 21 million shares of Gold Royalty Corp. (NYSE American: GROY).

For additional information, please contact:

GoldMining Inc.

Amir Adnani, Co-Chair

Alastair Still, CEO

Telephone: (855) 630-1001

Email: [email protected]

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3

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Forward-looking Statements

This document contains certain forward-looking statements that reflect the current views and/or expectations, including statements regarding the Company's strategies and future plans, including the proposed initial public offering of U.S. GoldMining Inc. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which GoldMining operates. Investors are cautioned that all forward-looking statements involve risks and uncertainties, the inherent risks involved in the exploration and development of mineral properties, fluctuating metal prices, economic conditions, unanticipated costs and expenses and uncertainties relating to the availability and costs of financing needed in the future. These risks, as well as others, including those set forth in GoldMiningꞌs Annual Information Form for the year ended November 30, 2021, and other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

ex_462386.htm

Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

1.	Name and Address of Company:

GOLDMINING INC.

1830-1030 West Georgia Street

Vancouver, BC V6E 2Y3

2.	Date of Material Change:

The material change described in this report occurred on January 6, 2023.

3.	News Release:

On January 9, 2023, GoldMining Inc. (the "Company") issued a news release through the facilities of CNW.

4.	Summary of Material Change:

The Company announced that, effective January 6, 2023, David Garofalo has been appointed as a director of the Company and as co-Chair of the Board of Directors of the Company.

5.	Full Description of Material Change:

The Company announced that, effective January 6, 2023, David Garofalo has been appointed as a director of the Company and as co-Chair of the Board of Directors of the Company.

6.	Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

7.	Omitted Information:

Not applicable.

8.	Executive Officer:

The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:

Patrick Obara

Chief Financial Officer

Telephone: (604) 630-1000

9.	Date of Report:

January 9, 2023