GoldMining Inc (GLDG) 6-K, filed Apr 13, 2021

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 April, 2021.

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.

EXHIBIT INDEX

Exhibit<br><br> <br>Number	Description
99.1	Condensed consolidated interim financial statements for the three months ended February 28, 2021 and February 29, 2020 (unaudited).
99.2	Management’s discussion and analysis for the three months ended February 28, 2021.
99.3	Certification of interim filings – CEO, dated April 13, 2021.
99.4	Certification of interim filings – CFO, dated April 13, 2021.

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: April 13, 2021

ex_240238.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 28, 2021 AND FEBRUARY 29, 2020

(Expressed in Canadian Dollars unless otherwise stated)

GoldMining Inc.<br> Condensed Consolidated Interim Statements of Financial Position <br> As at February 28, 2021 and November 30, 2020<br> (Unaudited, expressed in Canadian dollars unless otherwise stated)
			As at February 28,		As at November 30,
---	---	---	---	---	---	---
	Notes		2021		2020
			()		()
Assets	****	****		****		****
Current assets
Cash and cash equivalents		7
Restricted cash		7
Other receivables
Prepaid expenses and deposits
Short-term investments

Non-current assets
Reclamation deposits
Land, property and equipment		3
Exploration and evaluation assets		4
Royalty		5
Investment in joint venture		6

Liabilities	****	****		****		****
Current liabilities
Accounts payable and accrued liabilities		8
Due to joint venture		6
Due to related parties		15
Lease liabilities		9
Short-term credit facility		10

Non-Current Liabilities
Lease liabilities		9
Government loan
Rehabilitation provisions		11

Equity	****	****		****		****
Issued capital		12
Reserves		12
Accumulated deficit				)		)
Accumulated other comprehensive loss				)		)
Total equity attributable to shareholders of the Company
Non-controlling interests		13

All values are in US Dollars.

Commitments (Note 17)

Subsequent events (Note 18)

Approved and authorized for issue by the Board of Directors on April 13, 2021.

/s/ "David Kong"	/s/ "Pat Obara"
David Kong<br><br> <br>Director	Pat Obara<br><br> <br>Chief Financial Officer

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

GoldMining Inc.<br> Condensed Consolidated Interim Statements of Comprehensive Loss<br> For the three months ended February 28, 2021 and February 29, 2020<br> (Unaudited, expressed in Canadian dollars unless otherwise stated)
			For the three months ended
---	---	---	---	---	---	---
			February 28,		February 29,
	Notes		2021		2020
			()		()
Expenses	****	****		****		****
Consulting fees
Depreciation		3
Directors' fees, salaries and benefits		15
Exploration expenses		4
General and administrative
Professional fees
Share-based compensation		12,13
Share of loss on investment in joint venture		6

Operating loss				)		)
Other items	****	****		****		****
Interest income
Accretion of rehabilitation provisions		11		)		)
Financing costs		9,10		)		)
Gain on disposal of equipment		3
Net foreign exchange loss				)		)
Net loss for the period				)		)
Attributable to:	****	****		****		****
Shareholders of the Company				)		)
Non-controlling interests		13		)
Net loss for the period				)		)
Other comprehensive loss	****	****		****		****
Item that will not be subsequently reclassified to net income or loss:
Unrealized loss on short-term investments				)
Item that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments				)		)
Total comprehensive loss for the period				)		)
Attributable to:	****	****		****		****
Shareholders of the Company				)		)
Non-controlling interests		13		)
Total comprehensive loss for the period				)		)
Net loss per share, basic and diluted				)		)
Weighted average number of shares outstanding, basic and diluted

All values are in US Dollars.

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

GoldMining Inc.<br> Condensed Consolidated Interim Statements of Changes in Equity<br> For the three months ended February 28, 2021 and February 29, 2020<br> (Unaudited, expressed in Canadian dollars unless otherwise stated)
										Accumulated		Attributable
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
										Other		to Shareholders
			Number of		Issued					Comprehensive		of the		Non-
	Notes		Shares		Capital	Reserves		Deficit		Loss		Company		controlling			Total
					()	()		()		()		()		Interest			()
Balance at November 30, 2019				138,902,965					)		)				-
Options exercise		12		1,598,250			)								-
Warrants exercise		12		3,771,986			)								-
Issued capital pursuant to acquisiton of:
Exploration and evaluation assets		4		1,118,359											-
Share-based compensation		12		-											-
Foreign currency translation adjustments				-							)		)		-			)
Net loss for the period				-					)				)		-			)
Balance at February 29, 2020				145,391,560					)		)				-
Options exercise		12		2,743,814			)								-
Restricted share rights vested		12		226,198			)								-
Issued capital pursuant to acquisiton of:
Exploration and evaluation assets		4		337,619											-
Gold Royalty private placement		13		-											1,204,414
Share-based compensation		12		-											-
Foreign currency translation adjustments				-							)		)		-			)
Unrealized gain on short-term investments				-											-
Net loss for the period				-					)				)		-			)
Balance at November 30, 2020				148,699,191					)		)				1,204,414
Options exercise		12		32,951			)								-
Gold Royalty private placement		13		-											52,836
Share-based compensation		12,13		-											17,097
Foreign currency translation adjustments				-							)		)		-			)
Unrealized loss on short-term investments				-							)		)		-			)
Net loss for the period				-					)				)		(62,769	)		)
Balance at February 28, 2021				148,732,142					)		)				1,211,578

All values are in US Dollars.

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

GoldMining Inc.<br> Condensed Consolidated Interim Statements of Cash Flows<br> For the three months ended February 28, 2021 and February 29, 2020<br> (Unaudited, expressed in Canadian dollars unless otherwise stated)
	For the three month ended
---	---	---	---	---
	February 28,		February 29,
	2021		2020
	()		()
Operating activities		****		****
Net loss for the period		)		)
Adjustments for items not involving cash:
Depreciation
Accretion
Financing costs
Equity losses of joint venture
Share-based compensation
Gain on disposal of equipment				)
Net unrealized foreign exchange loss
Net changes in non-cash working capital items:
Other receivables		)		)
Prepaid expenses and deposits		)		)
Accounts payable and accrued liabilities		)		)
Due to related parties				)
Cash used in operating activities		)		)
Investing activities		****		****
Investment in exploration and evaluation assets				)
Investment in royalty		)
Purchase of equipment				)
Proceeds on disposal of equipment
Reclamation deposit
Cash used in investing activities		)		)
Financing activities		****		****
Proceeds from shares and warrants issued
Payment of lease liabilities		)		)
Payment of short-term credit facility		)
Proceeds from Gold Royalty private placement
Cash generated from financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents		)
Cash and cash equivalents		****		****
Beginning of period
End of period

All values are in US Dollars.

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

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
1.	Corporate Information
---	---

GoldMining Inc. is a corporation organized under the laws of British Columbia and was incorporated in the Province of British Columbia, Canada, on September 9, 2009, and domiciled in Canada. 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, Peru and other regions of the Americas. GoldMining Inc. changed its name from Brazil Resources Inc. on December 5, 2016 and continued under the Canada Business Corporations Act on December 6, 2016.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". As at February 28, 2021, the head office and principal address of the Company was Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

2.	Basis of Preparation
2.1	Statement of compliance
---	---

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

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, 2020 and 2019 except as described in note 2.3. 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 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 dollar except where otherwise indicated.

The Company's condensed consolidated interim financial statements for the three month period ended February 28, 2021 were authorised for issue by the Company's Board of Directors on April 13, 2021.

2.2	Significant accounting judgments and estimates

The preparation of these condensed consolidated 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 consolidated financial statements is as follows:

Existence of impairment indicators for exploration and evaluation assets

In accordance with the Company's accounting policy, all direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. There is no certainty that costs incurred to acquire exploration rights will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the three months ended February 28, 2021, is as follows:

Recognition and measurement of rehabilitation provisions

A rehabilitation provision represents the present value of estimated future costs for the rehabilitation of the Company's mineral properties. These estimates include assumptions as to the future activities, cost of services, timing of the rehabilitation work to be performed, inflation rates, exchange rates and interest rates. The actual cost to rehabilitate a mineral property may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the rehabilitation of a mineral property. Management periodically reviews the rehabilitation requirements and adjusts the liability as new information becomes available and will assess the impact of new regulations and laws as they are enacted.

2.3	Adoption of new accounting standards

In October 2019, the IASB issued amendments to the definition of a business in IFRS 3 – Business Combinations ("IFRS 3"). The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and assets to qualify as a business. To be considered a business an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Additional guidance is provided that helps to determine whether a substantive process has been acquired. The amendments introduce an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets. The amendments are applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after the first annual reporting period beginning on or after January 1, 2020. Effective December 1, 2020, the Company prospectively adopted the new IFRS 3 accounting standard which did not have an impact on the condensed consolidated interim financial statements for the three months ended February 28, 2021.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
3.	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, 2019		1,007,981
Initial recognition of IFRS 16		-
Additions^(1)^		42,715
Disposal of equipment		-					)				)				)
Change in reclamation estimate		-
Impact of foreign currency translation		(22,795	)		)		)		)		)		)		)
Balance at November 30, 2020		1,027,901
Change in reclamation estimate		-			)										)
Impact of foreign currency translation		(20,794	)		)		)		)		)		)		)
Balance at February 28, 2021		1,007,107
Accumulated Depreciation	****	****	****		****		****		****		****		****		****
Balance at November 30, 2019		-
Disposal of equipment		-					)				)				)
Depreciation		-
Impact of foreign currency translation		-			)		)		)		)		)		)
Balance at November 30, 2020		-
Depreciation		-
Impact of foreign currency translation		-			)		)		)		)		)		)
Balance at February 28, 2021		-
Net Book Value	****	****	****		****		****		****		****		****		****
At November 30, 2020		1,027,901
At February 28, 2021		1,007,107

All values are in US Dollars.

(1)	Additions under right-of-use assets includes $58,591 pertaining to a lease modification for office space.
4.	Exploration and Evaluation Assets
---	---
	For the three months ended
---	---	---	---	---
	February 28,		February 29,
	2021		2020
	()		()
Balance at the beginning of period
Mineral rights and property acquired

Change in reclamation estimate
Foreign currency translation adjustments		)		)
Balance at the end of period

All values are in US Dollars.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

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

	February 28,	November 30,
	2021	2020
	()	()
La Mina
Titiribi
Yellowknife
Crucero
Cachoeira
São Jorge
Surubim
Yarumalito
Almaden
Whistler
Batistão
Montes Áureos and Trinta
Rea
Total

All values are in US Dollars.

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 28,	February 29,	September 9, 2009, to
	2021	2020	February 28, 2021
	()	()	()
Titiribi
La Mina
Cachoeira
Yellowknife
São Jorge
Yarumalito
Almaden
Whistler
Montes Áureos and Trinta
Crucero
Rea
Surubim
Batistão
Other Exploration Expenses
Total

All values are in US Dollars.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
5.	Royalty
---	---

On February 3, 2021, the Company's subsidiary, Gold Royalty Corp. ("GRC"), completed the acquisition of a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, United States from Quartz Mountain Resources Ltd. and its wholly owned subsidiary, Wavecrest Resources Inc., for consideration of $191,790 (US$150,000) paid in cash. Transaction costs totaled $37,384, for an aggregate purchase price of $229,174.

6.	Investment in Joint Venture

As at February 28, 2021, the Company holds an 84.05% (2020: 84.05%) interest in Boa Vista Gold Inc. ("BVG") pursuant to the BGC Arrangement. 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.

The Company accounts for its investment in BVG using the equity method since the Company shares joint control over the strategic, financial, permitting, development and operating decisions with Majestic D&M Holdings, LLC ("Majestic"), formerly Octa Mineração Ltda, who hold a 15.95% (2020: 15.95%) interest in BVG.

Changes in the Company's 84.05% investment in BVG are summarized as follows:

	For the three months ended
	February 28, 2021		February 29, 2020
	()		()
Balance at the beginning of period
Share of losses		)		)
Foreign currency translation adjustments		)		)
Balance at the end of period

All values are in US Dollars.

Pursuant to the terms of a shareholder's agreement among BGC, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and 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 to Majestic if its 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 payments. As a result of the amended terms of the mineral rights agreement, BVG paid R$400,000 in May 2019 to the counterparty and a further R$3,220,000 will be due in December 2022. If GT fails to make such payment, 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.

7.	Cash and Cash Equivalents
	February 28,	November 30,
---	---	---
	2021	2020
	()	()
Cash and cash equivalents consist of:
Cash at bank and on hand
Guaranteed Investment Certificates
Total

All values are in US Dollars.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

Restricted cash of $350,000 (November 30, 2020: $350,000) is held by the bank as security for the Company's short-term credit facility.

8.	Accounts Payable and Accrued Liabilities
	February 28,	November 30,
---	---	---
	2021	2020
	()	()
Trade payables^(1)^
Accrued liabilities
Payroll and tax withholding
Total

All values are in US Dollars.

(1)	Trade payables at February 28, 2021 include $14,168 due to certain key management personnel for expenses incurred on behalf of the Company (November 30, 2020 – $314,123).
9.	Lease Liabilities
---	---

The following outlines the movements in the Company's lease liabilities:

	February 28,		November 30,
	2021		2020
	()		()
Balance at the beginning of period
Additions
Interest expense
Lease payments		)		)
Foreign exchange gain (loss)				)
Balance at the end of period^(1)^

All values are in US Dollars.

(1)	The entire lease liabilities balance as at February 28, 2021 is current.

During the three months ended February 28, 2021, the Company applied exemptions permitted by IFRS 16 to recognize lease expenses on a straight-line basis for low value assets and short-term leases in the amounts of $3,814 and $29,466, respectively (three months ended February 29, 2020: $nil and $21,231, respectively). The lease expenses were recorded within exploration expenses and general and administrative expenses in the consolidated statements of comprehensive loss.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
10.	Short-term Credit Facility
---	---
	February 28,		November 30,
---	---	---	---
	2021		2020
	()		()
Balance at the beginning of period
Initial draw-down
Interest expense
Interest payments		)
Principal payments		)
Balance at the end of period

All values are in US Dollars.

On November 26, 2020, the Company entered into a credit agreement with Toronto Dominion Bank ("TD"), pursuant to an agreement dated November 3, 2020 between the Company and TD, TD agreed to provide a non-revolving credit facility in the amount of $350,000 (the "Credit Facility"). The Credit Facility matures on November 26, 2021, bears an interest rate of 2.59% per annum and is to be repaid in equal monthly payments of principal and interest. The Credit Facility is secured by $350,000 in Guaranteed Investment Certificates held by TD (Note 7).

11.	Rehabilitation Provisions

The Whistler Project's exploration activities are subject to the State of Alaska's laws and regulations governing the protection of the environment. The Whistler Project rehabilitation provision is valued under the following assumptions:

			November 30,
			2020
Undiscounted amount of estimated cash flows (US)	235,000			235,000
Life expectancy (years)	4			5
Inflation rate	1.60	%		1.20	%
Discount rate	0.75	%		0.36	%

All values are in US Dollars.

In July 2017, the Company acquired the Yellowknife Project and assumed a provision for reclamation of $489,818 related to the restoration of the camp sites. The Yellowknife Project rehabilitation provision is expected to be settled in October 2023 and is valued under the following assumptions:

			November 30,
			2020
Undiscounted amount of estimated cash flows (CAD)	490,000			490,000
Life expectancy (years)	3			3
Inflation rate	1.10	%		0.80	%
Discount rate	0.40	%		0.29	%

All values are in US Dollars.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

The following table summarizes the movements in the rehabilitation provisions:

	February 28,		November 30,
	2021		2020
	()		()
Balance at the beginning of year
Accretion
Change in estimate		)		)
Foreign currency translation adjustments		)		)
Total

All values are in US Dollars.

12.	Share Capital
12.1	Authorized
---	---

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

12.2	Reserves
	Restricted Shares ()		Share Options ()		Warrants ()		Total ()
---	---	---	---	---	---	---	---	---
Balance at November 30, 2019
Options exercised				)				)
Warrants exercised						)		)
Share-based compensation
Balance at February 29, 2020
Options exercised				)				)
Restricted share rights vested		)						)
Share-based compensation
Balance at November 30, 2020
Options exercised				)				)
Share-based compensation
Balance at February 28, 2021

All values are in US Dollars.

12.3	Warrants

The following outlines the movements of the Company's share purchase warrants:


Balance at November 30, 2019	3,771,986
Exercised	(3,771,986	)
Balance at February 29, 2020, November 30, 2020 and February 28, 2021	-

All values are in US Dollars.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
12.4	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 and April 5, 2019. Pursuant to the terms of the Option Plan, the Board may designate directors, senior officers, employees and consultants of the Company eligible to receive incentive share options (the "Options") 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 for 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 Meeting held on May 25, 2019.

The following outlines movements of the Company's Options:


Balance at November 30, 2019	12,463,000
Granted	665,000
Exercised^(1)^	(1,598,250	)
Expired/Forfeited	(66,250	)
Balance at February 29, 2020	11,463,500
Granted	2,030,000
Exercised	(2,761,500	)
Balance at November 30, 2020	10,732,000
Exercised^(2)^	(45,000	)
Balance at February 28, 2021	10,687,000

All values are in US Dollars.

(1)	During the three months ended February 29, 2020, the Company issued 1,598,250 common shares at a weighted average trading price of $1.47.
(2)	During the three months ended February 28, 2021, the Company issued 32,951 common shares at a weighted average trading price of $2.55. The common shares were issued pursuant to the exercise of 45,000 share options, of which 20,000 share options were exercised on a forfeiture basis, resulting in the issuance of 7,951 common shares.
---	---

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:


Risk-free interest rate	-	0.35	%
Expected life (years)	-	2.43
Expected volatility	-	59.25	%
Expected dividend yield	-	0.00	%
Estimated forfeiture rate	-	2.45	%

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

A summary of Options outstanding and exercisable at February 28, 2021, are as follows:

					Options Exercisable
Exercise<br> Prices		Weighted<br> Average<br> Exercise<br> Price<br> ()	Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Life<br><br> <br>(years)		Number of<br><br> <br>Options<br><br> <br>Exercisable		Weighted<br> Average<br> Exercise<br> Price<br> ()	Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Life<br><br> <br>(years)
0.71 - 0.76	665,000			0.09		665,000			0.09
0.77 - 0.84	1,867,500			2.74		1,867,500			2.74
0.85 - 1.05	2,334,500			3.46		2,240,250			3.45
1.06 - 1.72	3,605,000			1.49		3,605,000			1.49
1.73 - 3.38	2,215,000			4.25		777,750			3.55
	10,687,000			2.62		9,155,500			2.30

All values are in US Dollars.

The fair value of the Options recognized as share-based compensation expense during the three months ended February 28, 2021 was $402,609 (three months ended February 29, 2020: $406,315), respectively, using the Black-Scholes option pricing model.

12.5	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 new common shares from treasury.

The following outlines the movements of the Company's RSRs:


Balance at November 30, 2019 and February 29, 2020	207,488
Granted	67,750
Vested^^	(226,198	)
Balance at November 30, 2020 and February 28, 2021^^	49,040

All values are in US Dollars.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

The fair value of the RSRs recognized as share-based compensation expense during the three months ended February 28, 2021 was $49,335 (three months ended February 29, 2020: $79,666).

13.	Non-Controlling Interests

During the year ended November 30, 2020, the Company's subsidiary, GRC received share subscription receipts of $3,584,717 (US$2,741,250) for the subscription of 1,275,000 common shares. As the Company did not participate in the private placement, the NCI in GRC increased from nil to 5.99%, resulting in the recognition of a dilution gain of $2,380,303 and an NCI in the Company's statements of financial position of $1,204,414 as at November 30, 2020.

On December 4, 2020, GRC received share subscription receipts of $137,428 (US$107,500) for the subscription of 50,000 common shares. As the Company did not participate in the private placement, the NCI in GRC increased from 5.99 to 6.21%, resulting in the recognition of a dilution gain of $84,592 during the three months ended February 28, 2021 and an increase of $52,836 to the NCI in the Company's statements of financial position. On December 4, 2020, GRC completed the related private placement of 1,325,000 common shares to third parties for aggregate gross proceeds of 3,722,145 (US$2,848,750).

As at February 28, 2021, GRC's significant assets include $2,586,667 in cash (November 30, 2020: $3,503,060), $17,213,590 in royalties (November 30, 2020: $17,027,027) and $124,117 in prepaid expenses (November 30, 2020: $nil), and its significant liabilities include $468,921 in accounts payable and accrued liabilities (November 30, 2020: $292,698) and $29,069 due to GoldMining (November 30, 2020: $156,174).

Subsequent to February 28, 2021, GRC completed its IPO and listed its shares on NYSE American. Upon the completion of GRC's IPO, the Company no longer controls GRC (Note 18).

13.1	Sale of Royalty Interests to GRC

On November 27, 2020, the Company entered into a royalty purchase agreement with GRC. Pursuant to such agreement, the Company caused certain of its subsidiaries to create and grant to GRC the following royalties (the "New GRC Royalties"):

● a 1.0% NSR on the Whistler Project, located in Alaska, USA, including each of the Whistler, Raintree West and Island Mountain properties;

● a 1.0% NSR on the Yellowknife Project, located in the Northwest Territories, Canada, including each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky properties;

● a 2.0% NSR on the Titiribi Project, located Colombia;

● a 2.0% NSR on the La Mina Project, located in Colombia;

● a 1.0% NSR on the São Jorge Project, located in Brazil;

● a 1.0% NSR on the Batistão Project, located in Brazil;

● a 0.5% NSR on the Almaden Project, located in Idaho, USA;

● a 1.0% NSR on the Cachoeira Project, located in Brazil;

● a 1.0% NSR on the Crucero Project, located in Peru;

● a 1.0% NSR on the Surubim Project, located in Brazil; and

● a 1.0% NSR on the Yarumalito Project, located in Colombia.

Pursuant to the agreement, the Company also caused its subsidiaries to assign and transfer to GRC the following buyback rights held by them under existing royalty agreements with third parties (the "GRC Buyback Rights"):

● the right to acquire a 2.0% NSR on the Batistão Project for US$1,000,000;

● the right to acquire a 0.5% NSR on the Surubim area of the Surubim Project for US$1,000,000, which royalty is payable after production at the project has exceeded two million ounces;

● the right to acquire a 1.5% NSR on the Surubim area of the Surubim Project for US$1,000,000;

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

● the right to acquire a 0.65% NSR on the Rio Novo area of the Surubim Project for US$1,500,000;

● the right to acquire a 0.75% NSR on the Whistler Project (including an area of interest) for US$5,000,000;

● the right to acquire a 1.0% NSR on the Yarumalito Project for $1,000,000;

● the right to acquire a 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for $1,000,000;

● the right to acquire a 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for $500,000; and

● the right to acquire a 0.25% NSR on the Narrow Lake property at the Yellowknife Project for $250,000, in cash or common shares of GoldMining at any time until the fifth anniversary of commercial production.

As the Company controlled GRC at the time, the effects of these transactions were eliminated on consolidation.

13.2	GRC Equity Incentive Plan

On October 19, 2020, GRC's equity incentive plan (the "Equity Incentive Plan") was approved by GRC's board of directors (the "GRC Board") and by the board of directors of GoldMining. The Equity Incentive Plan provides sole and complete authority to GRC's Board to grant share options (the "GRC Share Options"), incentive share options (the "ISO"), Restricted Shares and restricted share units (the "GRC RSUs") (collectively, the "Awards") of GRC to eligible participants. The maximum number of common shares that may be issued pursuant to the grant of the Awards shall be 2,000,000 common shares in the capital of GRC. The eligible participants of the Equity Incentive Plan (the "Participants") are directors, senior officers, employees and consultants of: (a) GRC; or (b) an entity that controls or is controlled by GRC or a Related Entity.

GRC's Board may designate Participants eligible to receive GRC Share Options to acquire such numbers of common shares of GRC as GRC's Board may determine, each GRC Option so granted being for a term specified by GRC's Board up to a maximum of 10 years from the date of grant. The GRC Share Options vest in accordance with the vesting schedule during the optionee's continual service with GRC. The Equity Incentive Plan provides for a "net exercise" feature that permits an optionee to elect to exercise a GRC Option or a portion thereof by surrendering such GRC Share Option or a portion thereof in consideration for GRC delivering common shares to the optionee but withholding the minimum number of common shares otherwise deliverable in respect of GRC Share Options that are needed to pay for the exercise price of such GRC Share Options.

GRC Share Options may be granted as ISOs only to individuals who are employees of GRC or its Related Entity and GRC Share Options shall not be granted as ISOs to non-employee directors or independent contractors. GRC's Board may designate Participants eligible to receive Restricted Shares and GRC RSUs to acquire such number of common shares of GRC as GRC's Board may determine, in accordance with the restricted periods, including the attainment of pre-established performance goals, objectives and periods, during the recipient's continual service with GRC. The Restricted Shares shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of during the restriction period.

13.3	GRC Restricted Shares

On October 19, 2020, as amended on January 10, 2021, GRC issued 1,500,000 restricted shares (the "Restricted Shares") to certain officers and directors of GRC and GoldMining. 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 performance conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to GRC without the requirement of any further consideration. The performance conditions upon completion of an IPO, or other going-public transaction, are as follows:

(1)	with respect to one-third of the Restricted Shares awarded to the holder, if GRC's initial public offering (the "IPO") or any liquidity event (being any liquidation, dissolution or winding-up of GRC or distribution of all or substantially all of GRC's assets among shareholders or a change of control transaction) occurs that values GRC at a minimum of US$50,000,000;

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
(2)	with respect to one-third of the Restricted Shares awarded to the holder, if GRC receives US$1,000,000 of royalty payments under any of GRC's royalty interests prior to October 19, 2023; and
---	---
(3)	with respect to one-third of the Restricted Shares awarded to the holder, if the holder continues to be a director, officer or employee of GRC or an entity that is under common control with GRC (a "Related Entity") for a period of one year after the IPO is completed.
---	---

The fair value of the Restricted Shares recognized as share-based compensation expense was $275,159 during the three months ended February 28, 2021 (three months ended February 29, 2020 - $nil).

13.4	GRC Share Options

GRC entered into agreements with certain directors, officers and consultants of GRC. These agreements provide that such directors, officers and consultants of GRC will receive GRC Share Options to purchase an aggregate of 1,555,000 common shares of GRC at an exercise price equal to the lesser of US$5.00 per share or the price per share under the financing that results in GRC having raised US$10,000,000 in the aggregate. These GRC Share Options will be exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter.

No GRC Share Options were granted by GRC as at February 28, 2021. Subsequent to February 28, 2021, GRC granted 2,505,000 GRC Share Options in connection with its long-term incentive plan adopted on March 7, 2021 and the Equity Incentive Plan.

14.	Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, short-term investments, and reclamation deposits. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities, short-term credit facility and government loan. 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, accounts payable and accrued liabilities, due to joint venture due to related parties, short-term credit facility and government loan amounts approximate fair value due to their short terms to settlement. The Company's short-term investment is measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of short-term investments is determined by obtaining the quoted market price of the short-term investment and multiplying it by the quantity of shares held by the Company. The determination of the fair value of lease liabilities is based on the discounted cash flow model using incremental borrowing rates ranging from 3.35% to 4.60%.

14.1	Financial Risk Management Objectives And Policies

The financial risk arising from the Company's operations are currency risk, credit risk, liquidity risk and commodity 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 these 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.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
14.2	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 28,	As at November 30,
	2021	2020
	()	()
Assets
United States Dollar
Brazilian Real
Colombian Peso
Total

All values are in US Dollars.

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $1,557,522.

The Company's sensitivity analysis suggests that a consistent 10% change in the foreign currencies relative to the Canadian dollar exchange rate on the Company's financial instruments based on balances at February 28, 2021 would have an impact of $116,832 on net loss for the three months ended February 28, 2021.

14.3	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 market interest rates. The Company's interest-bearing financial asset is cash and guaranteed investment certificates, which bear interest at fixed or variable rates. The Company's interest-bearing financial liabilities are the short-term credit facility and government loan, which bear interest at fixed rates. The Company does not believe it is exposed to material interest rate risk related to these instruments. As such, the Company has not entered into any derivative instruments to manage interest rate fluctuations.

14.4	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 balance by only holding cash and cash equivalents and restricted cash with large, reputable financial institutions.

14.5	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. At February 28, 2021, the Company's working capital (current assets less current liabilities) was $4,967,530. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and short-term credit facility are expected to be realized or settled within a one-year period.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

The Company has current cash and cash equivalent balances, restricted cash and ownership of liquid assets at its disposal. The Company also owns 20 million GRC shares, which are subject to a 180 day lockup period from March 8, 2021. The Company has the availability to implement corporate-wide cost reductions or eliminate expenditures to; discretionary and non-core activities, cash compensation paid to directors, management, employees and certain consultants and service providers, and cash generated from the exercise of in-the-money options. GoldMining believes that these cash saving and cash generating measures will sufficiently reduce cash outlays and enhance the Company's cash position in order to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

However, there can be no assurance that the Company will be able to obtain adequate financing in the future, that the terms of a financing will be favourable, or whether the Company will be able to obtain adequate proceeds from the sale of its liquid assets or exercise of options.

15.	Related Party Transactions
15.1	Related Party Transactions
---	---

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

●

During the three months ended February 28, 2021, the Company incurred $10,500 (three months ended February 29, 2020: $14,164) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. As at February 28, 2021, $7,350 was payable to such related party (November 30, 2020: $3,675). The Company also granted Options to the related party and the fair value of the Options recognized as expense during the three months ended February 28, 2021 was $4,086 (three months ended February 29, 2020: $54,101), using the Black-Scholes option pricing model.

●

During the three months ended February 28, 2021, the Company incurred $16,800 (three months ended February 29, 2020: $22,000) 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 its Chairman. As at February 28, 2021, $5,788 was payable to such related party (November 30, 2020: $5,341).

---

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2021, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

15.2	Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and including directors' fees, for the three months ended February 28, 2021 comprised of:

	For the three months ended
	February 28,	February 29,
	2021	2020
	()	()
Management Fees^(1)^
Director and Officer Fees^(1)^
Share-based compensation
Total

All values are in US Dollars.

(1)

Total directors' fees, salaries and benefits of $329,490 (three months ended February 29, 2020: $247,003) disclosed in the consolidated statement of comprehensive loss for the three months ended February 28, 2021, includes $46,250 and $9,720 (three months ended February 29, 2020: $43,750 and $9,720) paid to the Company's Chief Executive Officer and Chief Financial Officer, respectively, and $111,265 (three months ended February 29, 2020: $66,679) in fees paid to companies controlled by the Company's President and Chief Development Officer, and directors, and $162,255 (three months ended February 29, 2020: $126,854) paid for employees' salaries and benefits.

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020

Total compensation, including share-based compensation, to key members of management and directors for the three months ended February 28, 2021 was $643,629 (three months ended February 29, 2020: $319,440). As at February 28, 2021, $24,549 was payable to key management personnel for services provided to the Company (November 30, 2020: $20,997). Compensation is comprised entirely of employment and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer, who is also a director of the Company and the Chief Financial Officer.

16.	Segmented Information

The Company conducts its business as a single operating segment, being the acquisition, exploration and development of mineral properties. 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		Total liabilities
	As at February 28,	As at November 30,	As at February 28,	As at November 30,
	2021	2020	2021	2020
	()	()	()	()
Colombia
Brazil
Canada
Peru
United States
Total

All values are in US Dollars.

	Total operating loss
	For the three months ended
	February 28, 2021	February 29, 2020
	()	()
Canada
Colombia
Brazil
United States
Peru
Total

All values are in US Dollars.

17.	Commitments

Surubim Project

Jarbas Agreement

The Company is required to make the following remaining payments:

●	US$40,000 (payable in R$ equivalent) in July 2021; and

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
●	US$628,660 (payable in R$ equivalent) in December 2022.
---	---

If the Company's subsidiary fails to make any of the aforementioned payments, subject to a cure period, the counterparty may seek to terminate the agreement and the interest in the exploration license will be returned to the counterparty.

Altoro Agreement

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 an aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon ANM granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. Surface rights over a portion of the La Garrucha concession contract is subject to a surface rights lease agreement and an option agreement as outlined below:

Pursuant to a surface rights lease agreement dated July 6, 2016 and amended August 19, 2016, April 4, 2017, November 5, 2018, and July 10, 2020, the Company can lease the surface rights over a portion of the La Garrucha concession contract by making the following remaining payments:

●	US$25,000 in June 2021;
●	US$25,000 in December 2021;
---	---
●	US$25,000 in June 2022; and
---	---
●	US$55,000 in December 2022.
---	---

In addition, pursuant to an option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

In addition to the La Garrucha agreements, Jarbas Agreement and Altoro Agreement, and Boa Vista Mineral Rights Agreement (Note 6), as at February 28, 2021, the Company is renting or leasing various offices and storage spaces located in Brazil, Colombia and Peru that relate to lease agreements with terms of 12 months or less from the date of initial application or relate to low value assets.

Future rental payments are as follows:

	Amount<br> ()
Due within 1 year
1 – 3 years
3 – 5 years
More than 5 years
Total		^(1)^

All values are in US Dollars.

(1)	Includes $13,268 related to low value assets and $32,450 related to short-term 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, are disclosed as lease liabilities (Note 9).

GoldMining Inc.<br> Notes to Condensed Consolidated Interim Financial Statements <br> (Unaudited, expressed in Canadian dollars unless otherwise stated)<br> February 28, 2021 and February 29, 2020
18.	Subsequent Events
---	---

On March 11, 2021, GRC announced the closing of its IPO (the "Offering") of 18,000,000 units of GRC (the "Units") at a price of US$5.00 per Unit. The gross proceeds to GRC from the offering were $112.8 million (US$90.0 million). On completion of the Offering, the Company held 20,000,000 common shares of GRC, or approximately 49.0% of its outstanding common shares. GRC granted the underwriters a 30-day option to purchase up to an additional 2,700,000 common shares and/or up to 1,350,000 warrants at the initial public offering price (the "Overallotment Option").

On March 19, 2021, the underwriters partially exercised the Overallotment Option and GRC issued an additional 721,347 common shares to the underwriters, bringing the Company's interest in GRC to 48%.

ex_240239.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2021

(Expressed in Canadian dollars unless otherwise stated)

April 13, 2021

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc., for the three months ended February 28, 2021, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended February 28, 2021, and its audited consolidated financial statements and the notes thereto for the years ended November 30, 2020, and 2019, copies of which are available under the Company's profile at www.sedar.com.

The Company's condensed consolidated interim financial statements for the three months ended February 28, 2021, have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). Unless otherwise stated, all information contained in this MD&A is as of April 13, 2021.

Unless otherwise stated, references herein to "$" or "dollars" are to Canadian dollars, references to "US$" are to United States dollars, references to "R$" are to Brazilian Reals and references to "COP" are to Colombian Pesos. References in this MD&A to the "Company" mean "GoldMining Inc.", together with its subsidiaries, unless the context otherwise requires.

Forward-looking Information

This document contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively, "forward-looking statements"), including statements regarding the Company's: (i) future exploration and development plans; (ii) capital requirements and ability to obtain requisite financing; (iii) expectations respecting the receipt of necessary licenses and permits, including obtaining extensions thereof; (iv) future acquisition strategy; (v) future plans and expectations with respect to GRC (as defined herein); and (vi) the Company's strategy and future business plans, including the execution of its value enhancement strategies. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "estimates", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should" or "will" be taken, occur or be achieved. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates including: (i) assumptions about general business and economic conditions; (ii) the availability of equity and other financing on reasonable terms or at all, including necessary financing to meet the Company's contractual obligations to maintain its property interests or exercise mineral property options; (iii) commodities prices; (iv) the ability of the Company to identify and execute on value enhancement opportunities such as joint ventures, option agreements and other divestitures; and (v) the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to: (i) the Company's limited operating history; (ii) general economic conditions; (iii) the Company not being able to obtain necessary financing on acceptable terms or at all; (iv) any inability to identify or complete value enhancing transactions on acceptable terms or at all; (v) the Company losing or abandoning its property interests; (vi) the Company's properties being in the exploration stage and without known bodies of commercial ore; (vii) the Company being able to obtain or maintain all necessary permits, licenses and approvals; (viii) environmental laws and regulations becoming more onerous; (ix) potential defects in title to the Company's properties; (x) fluctuating exchange rates; (xi) fluctuating commodities prices; (xii) operating hazards and other risks of the mining and exploration industry; (xiii) competition; potential inability to find suitable acquisition opportunities and/or complete the same; and (xiv) other risks and uncertainties listed in the Company's public filings, including those set out under "Risk Factors" in the Company's Annual Information Form (the "AIF") for the year ended November 30, 2020.

These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. 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 laws.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Business Overview

The Company is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company now controls a diversified portfolio of resource-staged gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.

The Company's projects currently include the La Mina, Titiribi and Yarumalito Gold-Copper Projects, all of which are located in the Department of Antioquia, Colombia; the Whistler Gold-Copper Project, located in Alaska, United States; the Almaden Gold Project, located in west-central Idaho, United States; São Jorge, Cachoeira, Surubim, Boa Vista, and Batistão, Montes Aureos and Trinta Gold Projects, located in the States of Pará, Mato Grosso and Maranhão, northeastern Brazil, respectively; Crucero Gold Project, located in southeastern Peru; and Yellowknife Gold Project and Rea Uranium Project, located in Northwest Territories and northeast Alberta, Canada, respectively.

The Company's common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange under the symbol "GOLD", on NYSE American under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR".

The head office and principal address of the Company is Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

Company Strategy

The Company's long-term growth strategy is premised on the execution of a two-pronged long-term strategy of expanding its project portfolio of gold projects through accretive acquisitions and enhancing the value of its existing portfolio through potential development, exploration and value driven divestitures, joint ventures and other transactions. The Company's long-term growth strategy is premised on, among other things, pursuing accretive acquisitions of resource projects, together with maintaining and advancing its existing projects in a prudent manner. This strategy is focused on identifying and acquiring projects that present compelling value for the Company's shareholders.

Recent Developments

Launch of Gold Royalty Corp.

In June 2020, the Company announced the launch of Gold Royalty Corp. ("GRC") with the goal of enhancing value for GoldMining shareholders through exposure to a gold and precious metals focused royalty and streaming company.

In October, 2020, the Company subscribed for 5,000,000 common shares of GRC (the "GRC Shares") at a price of US$0.01 per share. On November 27, 2020, the Company entered into a royalty purchase agreement with GRC. Pursuant to such agreement, the Company caused certain of its subsidiaries to create and grant to GRC the following royalties (the "New GRC Royalties"):

●	a 1.0% net smelter returns ("NSR") on the Whistler Project, including each of the Whistler, Raintree West and Island Mountain properties;
●	a 1.0% NSR on the Yellowknife Project, including each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky properties;
---	---
●	a 2.0% NSR on the Titiribi Project;
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●	a 2.0% NSR on the La Mina Project;
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●	a 1.0% NSR on the São Jorge Project;
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●	a 1.0% NSR on the Batistão Project;
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●	a 0.5% NSR on the Almaden Project;
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●	a 1.0% NSR on the Cachoeira Project;
---	---
●	a 1.0% NSR on the Crucero Project;
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●	a 1.0% NSR on the Surubim Project; and
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●	a 1.0% NSR on the Yarumalito Project.
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GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

●	the right to acquire a 2.0% NSR on the Batistão Project for US$1,000,000;
●	the right to acquire a 0.5% NSR on the Surubim area of the Surubim Project for US$1,000,000, which royalty is payable after production at the project has exceeded two million ounces;
---	---
●	the right to acquire a 1.5% NSR on the Surubim area of the Surubim Project for US$1,000,000;
---	---
●	the right to acquire a 0.65% NSR on the Rio Novo area of the Surubim Project for US$1,500,000;
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●	the right to acquire a 0.75% NSR on the Whistler Project (including an area of interest) for US$5,000,000;
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●	the right to acquire a 1.0% NSR on the Yarumalito Project for $1,000,000;
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●	the right to acquire a 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for $1,000,000;
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●	the right to acquire a 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for $500,000; and
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●	the right to acquire a 0.25% NSR on the Narrow Lake property at the Yellowknife Project for $250,000, in cash or common shares of GoldMining at any time until the fifth anniversary of commercial production.
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The total consideration paid by GRC to the Company for the New GRC Royalties and the GRC Buyback Rights was US$13,076,000, which was satisfied by GRC by issuing to the Company 15,000,000 GRC Shares.

In February 2021, GRC completed the acquisition of a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, USA for consideration of US$150,000.

On March 11, 2021, GRC announced the closing of its initial public offering (the "IPO") of 18,000,000 units of GRC (the "Units") at a price of US$5.00 per Unit. The gross proceeds to GRC from the offering were $112.8 million (US$90.0 million). On completion of the offering and after the exercise of over-allotments, the Company continues to hold 20,000,000 common shares of GRC, or approximately 48.0% of its outstanding common shares. As a result of the completion of GRC’s IPO, the Company no longer controls GRC and will deconsolidate it effective March 11, 2021. Based on the retained shareholding interest in GRC, the Company expects to exercise significant influence and will account for GRC as an associate using the equity method. The investment in GRC will be recorded at its fair value at the time of deconsolidation.

Material Properties

The Company's principal exploration properties are its Yellowknife, Titiribi, La Mina, São Jorge and Whistler projects.

The Company is currently in the process of identifying and planning additional work relating to its projects with the goal of directing resources to enhance value at each such project (the "Strategic Review Process"). Such work may include undertaking additional studies, economic assessments and/or exploration and development work. Other than as disclosed herein, such work has not been finalized as of the date hereof. Additionally, the Company currently plans to keep each of its projects in good standing.

Yellowknife Gold Project

During the three months ended February 28, 2021, the Company incurred $33,262 of expenditures on the Yellowknife Project, which included expenditures for consulting fees to vendors that provided geological and technical services, camp maintenance costs and canon fees. As part of its current Strategic Review Process, the Company is initiating a preliminary economic assessment ("PEA") on the Yellowknife Project. We expect the study to be completed in H2 2021. Further details will be announced as the study progresses.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Titiribi Gold-Copper Project

During the three months ended February 28, 2021, the Company incurred $60,699 of expenditures on the Titiribi Project, which included expenditures for camp maintenance costs, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments. In 2021, the Company intends to maintain the Titiribi Project in good standing. The Company's current work program includes a 3,200 metre drill program to be completed in 2021. The drill program will look to infill and expand on the current gold-copper and gold mineralization identified in the vicinity of the Cerro Vetas and Chisperos deposits. Based on management's initial reviews and planning, the cost of such work is expected to be approximately $1.6 million. The timing and completion of any such program may be impacted by the ongoing COVID-19 pandemic and related restrictions on the movement of personnel, consultants and contractors. See "Results of Operations – COVID-19".

La Mina Gold Project

During the three months ended February 28, 2021, the Company incurred $58,962 of expenditures on the La Mina Project, which included expenditures for camp maintenance costs, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments. In 2021, the Company intends to maintain the La Mina Project in good standing. The Company's current approved work program includes a 3,600 metre drill program to be completed in 2021. The drill program will look to infill and step-out southeast of gold-copper mineralization identified in historic drill programs at the La Garrucha target. Based on management's initial reviews and planning, the cost of such work is expected to be approximately $1.8 million. The timing and completion of any such program may be impacted by the ongoing COVID-19 pandemic and related restrictions on the movement of personnel, consultants and contractors. See "Results of Operations – COVID-19". Additionally, as part of its current Strategic Review Process, the Company is reviewing various additional options for potential work at the project in 2021, which includes initiating a PEA expected to be completed in H2 2021.

São Jorge Gold Project

During the three months ended February 28, 2021, the Company incurred $23,445 of expenditures on the São Jorge Project. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services, and expenditures for camp maintenance costs. As part of its current Strategic Review Process, the Company is reviewing various additional options for potential work at the project in 2021, which may include the commission of additional studies on the project, including a preliminary economic assessment, with a view to enhancing value at the project. The Company has not completed this Strategic Review Process and, therefore, it does not yet have definitive plans for any such work.

Whistler Gold-Copper Project

During the three months ended February 28, 2021, the Company incurred nominal expenditures on the Whistler Project which included expenses associated with camp maintenance costs.

In 2021, the Company intends to maintain the Whistler Project in good standing. The Company does not currently plan to complete any exploration programs at the project in 2021.

Other Properties

In addition to the above projects, the Company, through its wholly owned subsidiaries, holds the following interests in other properties:

There were no material updates to report for the following projects:

●	Cachoeira Project, located in Brazil;

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021
●	Surubim Project, located in Brazil;
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●	Boa Vista Project, located in Brazil;
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●	Batistão Project, located in Brazil;
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●	Montes Áureos and Trinta Projects, located in Brazil;
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●	Crucero Project, located in Peru;
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●	Yarumalito Project, located in Colombia;
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●	Almaden Project, located in Idaho, USA;
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●	Rea Project, located in Alberta, Canada.
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The Company currently intends to hold these early-stage properties in good standing with the intention of conducting exploration programs, entering into potential option agreements or selling the properties.

Results of Operations

COVID-19

The Company is closely monitoring the ongoing COVID-19 pandemic. The COVID-19 pandemic continues to cause significant widespread global infections and fatalities. It has materially adversely affected global economic activity, caused significant market volatility and resulted in numerous governments declaring emergencies and implementing measures, such as travel bans, quarantines, business closures, shelter-in-place and other restrictions.

In response to the COVID-19 pandemic, the Company implemented various measures designed to ensure the health. and safety of its personnel and other stakeholders, including instituting protocols and work from home procedures at its head office and other offices and operations.

In addition, as a result of the above-described restrictions and other measures, the Company determined to delay certain work programs that were planned for 2020 on certain of its projects due to restrictions on the ability of its personnel and contractors to attend sites. Other than the aforementioned delay of scheduled work, the COVID-19 pandemic has not had a significant impact on the Company's operations.

In mid-2020, many countries eased restrictions on economic and social activities to, among other things, reopen their economies by allowing businesses to restart and encourage economic recovery. The results of such economic measures and the reopening have varied from country to country. Commencing in the fourth quarter of 2020, there has been a significant widespread increase or "second wave" in reported infections including in Europe, the United States and Canada, as well as the emergence and rapid spread of new variants of the COVID-19 virus. In response, various countries have announced the re-imposition of restrictions on social, business, travel and other activities. In several countries such restrictions are at or near the level of lockdown restrictions imposed earlier in 2020. In December 2020, various countries approved the use of certain vaccines to aid in the prevention and spread of the COVID-19 virus. Vaccinations started to be rolled out in late 2020 and are expected to continue throughout 2021. Although trial results for the vaccines were positive and encouraging, we cannot predict how successful the vaccines will be against COVID-19 or any of its variants, if there will be significant adverse side effects, how quickly the vaccines will be available and rolled out to the general population, the level of willingness of people to get vaccinated and how long it will take the vaccines to be effective enough for global economies to reopen.

Currently, the Company is unable to predict the impact of the recent resurgence in infections or emergence and spread of new variants of the virus, the extent of measures governments may take in response thereto, including imposing some or all prior or new restrictive measures, including business closures, nor the effectiveness of and the time required to roll out vaccinations on a large scale. Further, the Company is currently unable to predict the overall impact of such resurgence or emergence on global economic activity or the pace of any economic recovery. In addition, any additional restrictions and other measures imposed in connection with the COVID-19 pandemic may impact the ability of the Company to complete proposed work programs. See Risk Factors "Public Health Crises" in the Company's AIF.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Three months ended February 28, 2021 compared to the three months ended February 29, 2020

Net loss

For the three months ended February 28, 2021, the Company posted a net loss of $2,918,607, compared to $1,859,484 for the three months ended February 29, 2020. This was comprised of net loss attributed to shareholders of the Company of $2,826,082 (three months ended February 29, 2020: $1,859,484) and net loss attributed to non-controlling interest of $92,525 (three months ended February 29, 2020: $nil).

Expenses

For the three months ended February 28, 2021, the Company incurred consolidated operating expenses of $2,785,987, compared to $1,830,240 for the three months ended February 29, 2020. The increase was primarily the result of increased directors' fees, salaries and benefits, general and administrative expenses, professional fees and share-based compensation.

General and administrative expenses were $731,725 in the three months ended February 28, 2021, compared to $473,687 for the three months ended February 29, 2020. The increase in expenses was primarily the result of increased insurance, transfer agent and regulatory costs during the three months ended February 28, 2021. These increases were the result of the Company's listing on NYSE American during the fourth quarter of fiscal 2020. Additionally, costs incurred during the period were the result of the Company's launch of GRC, which was initiated during the third quarter of fiscal 2020.

Exploration expenses were $223,702 in the three months ended February 28, 2021, compared to $251,712 for the three months ended February 29, 2020. The decrease was primarily the result of lower camp maintenance fees incurred on the Whistler, Sao Jorge and Cachoeira projects and lower consulting fees on the Yarumalito project. These decreases were partially offset by higher consulting fees on the Yellowknife project and higher camp maintenance costs on the Titiribi and Almaden projects

Exploration expenditures incurred in the three months ended February 28, 2021 consisted primarily of: exploration and field expenses of $94,403, compared to $101,769 for the three months ended February 29, 2020; consulting fees to vendors who provided geological and technical services respecting the Company's projects, of $37,119, compared to $51,990 for the three months ended February 29, 2020; payroll and employee expenses of $39,449, compared to $43,774 for the three months ended February 29, 2020; and other exploration expenses which included land fees required to maintain the projects in good standing of $52,731, compared to $54,179 for the three months ended February 29, 2020.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

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

			For the period from
	For the three months ended		incorporation,
	February 28,	February 29,	September 9, 2009, to
	2021	2020	February 28, 2021
	()	()	()
Titiribi
La Mina
Cachoeira
Yellowknife
São Jorge
Yarumalito
Almaden
Whistler
Montes Áureos and Trinta
Crucero
Rea
Surubim
Batistão
Other Exploration Expenses
Total

All values are in US Dollars.

Non-cash share-based compensation expenses were $727,103 in the three months ended February 28, 2021, compared to $485,981 in the three months ended February 29, 2020. The increase was primarily the result of share-based compensation of $275,159 recorded by GRC in the three months ended February 28, 2021 with respect to the issuance of performance based restricted shares, compared to $nil for the three months ended February 29, 2020. During the three months ended February 28, 2021, no options were granted (three months ended February 29, 2020: options were granted to consultants of the Company, which had a weighted average exercise price of $1.50 per GoldMining Share and are valid for a weighted average period of 2 years from their grant dates).

Consulting fees paid to corporate development, information technology and human resources service providers were $17,970 in the three months ended February 28, 2021, compared to $129,561 in the three months ended February 29, 2020. The decrease was primarily the result of lower marketing and corporate development activities in the current period.

Professional fees were $709,079 in the three months ended February 28, 2021, compared to $173,750 in the three months ended February 29, 2020. The increase was primarily the result of increased legal, accounting, tax and advisory services associated with the launch of GRC, its IPO and related transactions and planning.

During the three months ended February 28, 2021, the Company incurred a net loss of $2,918,607, or $0.02 per share on a basic and diluted basis, compared to $1,859,484, or $0.01 per share, on a basic and diluted basis, for the three months ended February 29, 2020.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Summary of Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated. The Company did not have any revenues during such periods.

		Basic and diluted
For the quarter ended	Net loss	net loss per share
	()	()
February 28, 2021
November 30, 2020
August 31, 2020
May 31, 2020
February 29, 2020
November 30, 2019
August 31, 2019
May 31, 2019

All values are in US Dollars.

The Company's fluctuations in net loss from quarter to quarter were mainly related to changes in exploration, permitting and licensing work as well as corporate activities conducted during the respective quarters. During the three months ended November 30, 2020, net loss was higher compared to other quarters as a result of increased share-based compensation due to the increase in the Company’s share price during the period and increased transactional activities.

Liquidity and Capital Resources

The following table sets forth selected information regarding the Company's financial position for the periods indicated:

	As at February 28,	As at November 30,
	2021	2020
	()	()
Cash and cash equivalents
Working capital
Total assets
Total current liabilities
Accounts payable and accrued liabilities
Total non-current liabilities
Shareholders' equity
Non-controlling interests

All values are in US Dollars.

Capital resources of the Company consist primarily of cash and liquid short-term investments. As at February 28, 2021, the Company had cash and cash equivalents totaling $6,907,339 compared to $9,193,089 at November 30, 2020, and $979,060 in other current assets compared to $928,953 at November 30, 2020. Such amount at February 28, 2021, included cash held by GRC of $2,586,667. GRC ceased to be a consolidated subsidiary of the Company on March 11, 2021. The decrease in cash and cash equivalents was primarily the result of operating expenditures and the acquisition of a royalty by GRC, which was partially offset by cash inflows from GRC's private placement discussed below under "Cash Flows". The Company had accounts payable and accrued liabilities of $2,538,720 as at February 28, 2021, compared to $2,573,937 as at November 30, 2020. The decrease in accounts payable and accrued liabilities of $35,217 was primarily the result of the payment of annual land dues of $295,733 for the Whistler Project, which were included in accounts payable at November 30, 2020, offset by an increase in accounts payable and accrued liabilities for legal, accounting, tax and advisory services associated with GRC’s IPO, related transactions and planning. Accounts payable and accrued liabilities includes an advanced royalty payment accrual relating to the dispute with a royalty holder on the Cachoeira Project, of $1,257,241 as at February 28, 2021, compared to $1,255,897 as at November 30, 2020. As at February 28, 2021, the Company had working capital (current assets less current liabilities) of $4,967,530 compared to $7,065,368 as at November 30, 2020.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

In addition to planned work programs described under "Material Properties", certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects are subject to certain ongoing agreements that require additional payments by the Company (see "Contractual obligations") and, in order to maintain its properties in good standing, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, license application and extension fees, and camp maintenance costs. Management currently believes that available cash will be adequate to meet ongoing liquidity needs in the short-term and over the next year for the Company's existing business and projects. Additional work on projects identified as part of the Strategic Review Process and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, including additional equity and/or debt financing. There can be no assurance that such additional financing will be available on acceptable terms or at all.

The Company believes that it has sufficient capital resources, including cash and cash equivalents and securities, to meet its obligations over the next 12 months. The Company's ability to meet its obligations and finance exploration and development activities over the long-term will depend on its ability to generate cash flow through the issuance of GoldMining Shares pursuant to equity financings and/or short-term or long-term loans. The Company's growth and success is dependent on external sources of financing, which may not be available on acceptable terms or at all. Refer to "Liquidity Risk" below.

Contractual Obligations

The following table summarizes the Company's contractual obligations, including payments due for each of the next five years and thereafter:

Contractual Obligations	Payments Due by Period
	Total<br><br> <br>($)	Less than 1 year<br><br> <br>($)	1 – 3 years<br><br> <br>($)	3 – 5 years<br><br> <br>($)	After 5 years<br><br> <br>($)
Office and Storage Leases	103,203	101,474	1,729	-	-
Land Access Agreement^(1)^	5,119	5,119	-	-	-
Mineral Rights Agreement - Boa Vista Project^(2)^	732,551	-	732,551	-	-
Mineral Property Option Agreement - Surubim Project^(3)^	851,688	50,949	800,739	-	-
Surface Rights Lease Agreement - La Mina Project^(4)^	165,584	63,686	101,898	-	-
Total Contractual Obligations	1,858,145	221,228	1,636,917	-	-
(1)	Payment is converted from R$22,500 to C$5,119 using the period end exchange rate of R$4.3956/C$1.
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(2)	Payment is converted from R$3,220,000 to C$732,551 using the period end exchange rate of R$4.3956/C$1.
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(3)	Payment is converted from US$668,660 to C$851,688 using the period end exchange rate of US$0.7851/C$1.
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(4)	Payment is converted from US$130,000 to C$165,584 using the period end exchange rate of US$0.7851/C$1.
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General and Administrative

The Company is renting or leasing various offices and storage spaces located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $103,203, which includes $13,268 related to low value assets and $32,450 related to short-term leases on the date of initial application. The remaining $57,485 in contractual payments relates to long-term leases at the date of initial application, that do not relate to low value assets and are disclosed as lease liabilities in the consolidated financial statements for the three months ended February 28, 2021. Contractual obligations under land access agreements related to the Company's Brazilian projects are $5,119.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Mineral Projects

Boa Vista Project

Pursuant to the terms of a shareholder's agreement among BGC, 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 will be due in December 2022. If GT fails to make such payment, 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

Mineração Regent Brasil Ltda. ("Regent"), a subsidiary of BGC, entered into an option agreement on February 11, 2010, as amended January 16, 2011, March 23, 2015, May 30, 2019 and July 20, 2020, pursuant to which Regent acquired its interest in certain exploration licenses by making cash payments. Pursuant to the amendment on July 20, 2020, the Company is required to make the following payments:

●	R$300,000 in May 2019 (paid);
●	US$40,000 (payable in R$ equivalent) in July 2020 (deferred to October 2020 and paid);
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●	US$40,000 (payable in R$ equivalent) in July 2021; and
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●	US$628,660 (payable in R$ equivalent) in December 2022.
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If Regent fails to make any of the aforementioned payments, subject to a cure period, the counterparty may seek to terminate the agreement and the interest in the exploration license will be returned to the counterparty.

Pursuant to an option agreement between BGC and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, BGC was granted the option to acquire certain exploration licenses for an aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon ANM granting a mining concession over certain exploration concessions.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

La Mina Project

●	US$75,000 in May 2017 (paid);
●	US$75,000 in November 2017 (paid);
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●	US$75,000 in May 2018 (paid);
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●	US$75,000 in November 2018 (paid);
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●	US$25,000 in June 2019 (paid);
---	---
●	US$25,000 in December 2019 (paid);
---	---
●	US$25,000 in June 2020 (paid);
---	---
●	US$25,000 in December 2020 (paid);
---	---
●	US$25,000 in June 2021;
---	---
●	US$25,000 in December 2021;
---	---
●	US$25,000 in June 2022; and
---	---
●	US$55,000 in December 2022.
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In addition, pursuant to an option agreement entered into by Bellhaven on November 18, 2016, amended April 4, 2017, November 5, 2018, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

Cash Flows

Operating Activities

Net cash used in operating activities during the three months ended February 28, 2021 was $2,256,030, compared to $1,693,292 in the three months ended February 29, 2020. Significant operating expenditures during the current period included general and administrative expenses, directors' fees, salaries and benefits, professional fees and exploration expenditures. The increase of net cash used in operating activities is primarily due to the Company's increase in general and administrative expenses, professional fees and directors' fees, salaries and benefits due to the launch of GRC and its IPO.

Investing Activities

Net cash used in investing activities during the three months ended February 28, 2021 was $182,098, compared to $299,900 during the three months ended February 29, 2020. The net cash used in investing activities was related to GRC's acquisition of a royalty on the Quartz Mountain Project in the amount of $212,098 compared to $nil during the three months ended February 29, 2020 and the refund of a reclamation deposit of $30,000 compared to $nil during the three months ended February 29, 2020.

During the three months ended February 28, 2021, the Company invested $nil in exploration and evaluation assets compared to $288,867 during the three months ended February 29, 2020.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Financing Activities

Net cash provided by financing activities during the three months ended February 28, 2021 was $62,695, compared to $4,014,116 during the three months ended February 29, 2020. Net cash provided by financial activities was related to cash received from the exercise of options during the three months ended February 28, 2021 in the amount of $43,000 compared to $4,029,460 received from the exercise of options and warrants during the three months ended February 29, 2020. During the three months ended February 28, 2021, share subscriptions in the amount of $137,428 were received in connection with GRC's private placement, which closed on December 4, 2020, compared to $nil received during the three months ended February 29, 2020. GRC was a consolidated subsidiary of the Company during the period ended February 28, 2021 and subsequently ceased to be a consolidated subsidiary on completion of the IPO. During the three months ended February 28, 2021, lease payments were made in the amount of $28,134 compared to $15,344 during the three months ended February 29, 2020 and short-term credit facility payments were made in the amount of $89,599 compared to $nil during the three months ended February 29, 2020.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

During the three months ended February 28, 2021, the Company incurred the following related party transactions:

●

During the three months ended February 28, 2021, the Company incurred $10,500 (compared to $14,164 for the three months ended February 29, 2020) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. As at February 28, 2021, $7,350 was payable to such related party compared to $3,675 as at November 30, 2020. The Company also granted Options to the related party and the fair value of the Options recognized as expense during the three months ended February 28, 2021 was $4,086 compared to $54,101 during the three months ended February 29, 2020, using the Black-Scholes option pricing model.

●

During the three months ended February 28, 2021, the Company incurred $16,800 (compared to $22,000 for the three months ended February 29, 2020) 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 its Chairman. As at February 28, 2021, $5,788 was payable to such related party compared to $5,341 as at November 30, 2020.

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GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Transactions with Key Management Personnel

	For the three months ended
	February 28,	February 29,
	2021	2020
	()	()
Management Fees^(1)^
Director and Officer Fees^(1)^
Share-based compensation
Total

All values are in US Dollars.

(1)

Total directors' fees, salaries and benefits of $329,490 (three months ended February 29, 2020: $247,003) disclosed in the consolidated statement of comprehensive loss for the three months ended February 28, 2021, includes $46,250 and $9,720 (three months ended February 29, 2020: $43,750 and $9,720) paid to the Company's Chief Executive Officer and Chief Financial Officer, respectively, and $111,265 (three months ended February 29, 2020: $66,679) in fees paid to the companies controlled by the President, Chief Development Officer, and directors, and $162,255 (three months ended February 29, 2020: $126,854) paid for employees' salaries and benefits.

Total compensation, including share-based compensation, to key members of management and directors for the three months ended February 28, 2021 was $643,629 compared to $319,440 for the three months ended February 29, 2020. As at February 28, 2021, $24,549 was payable to key management personnel compared to $20,997 as at November 30, 2020. Compensation is comprised entirely of employment and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer, who is also a director of the Company and the Chief Financial Officer.

Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact our consolidated financial statements. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are as follows:

Existence of impairment indicators for exploration and evaluation assets

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the three months ended February 28, 2021, is as follows:

Recognition and measurement of rehabilitation provisions

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Adoption of New Accounting Standards

The accounting policies adopted are consistent with those of the previous financial year. The Company adopted the following new accounting standard effective December 1, 2020:

Amendments to IFRS 3 Definition of a Business

Financial Instruments and Risk Management

●	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.
---	---

Financial risk management objectives and policies

Currency risk

The Company's operating expenses and acquisition costs are denominated in United States Dollars, Brazilian Reals, Colombian Pesos and Canadian dollars. 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 its foreign exchange exposure.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

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

	As at February 28,	As at November 30,
	2021	2020
	()	()
Assets
United States Dollar
Brazilian Real
Colombian Peso
Total

All values are in US Dollars.

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $1,557,522.

Interest rate risk

Credit risk

The Company mitigates credit risk associated with its bank balance by only holding cash and cash equivalents with large, reputable financial institutions.

Liquidity risk

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Outstanding Share Data

As at the date hereof, the Company has 149,511,380 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

Share Options

The outstanding share options to purchase GoldMining Shares as at the date of this MD&A are as follows:

Expiry Date	Exercise/Grant Price<br><br> <br>($)	Number Outstanding
August 18, 2021	2.51	50,000
October 6, 2021	2.50	55,000
March 1, 2022	1.74	50,000
April 4, 2022	1.75	30,000
July 22, 2022	1.69	2,535,000
October 27, 2022	1.55	50,000
January 30, 2023	1.34	50,000
February 28, 2023	1.23	335,000
March 29, 2023	1.21	100,000
April 20, 2023	1.20	200,000
November 26, 2023	0.78	1,840,000
January 2, 2024	0.78	2,500
January 14, 2024	0.95	50,000
April 10, 2024	0.94	5,000
June 24, 2024	0.96	25,000
August 7, 2024	1.05	1,964,250
November 25, 2024	1.05	290,250
January 20, 2022	1.50	245,000
January 29, 2022	1.50	40,000
July 8, 2022	2.28	65,000
July 8, 2025	2.28	50,000
August 1, 2025	2.22	150,000
August 31, 2025	3.38	50,000
September 24, 2025	2.86	200,000
November 19, 2025	2.88	1,515,000
March 30, 2023	2.09	250,000
		10,197,000

Each option entitles the holder thereof to purchase one GoldMining Share.

Restricted Share Rights

As at the date of this MD&A, there are 36,540 restricted share rights outstanding, which are convertible into 36,540 GoldMining Shares. ****

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2021

Risk Factors

A comprehensive discussion of risk factors is included in the AIF and other filings with the Canadian Regulatory Authorities available on SEDAR at www.sedar.com.

Disclosure Controls and Procedures

Management of the Company performed an evaluation of the design and operating effectiveness of the Company's Disclosure Controls and Procedures ("DC&P"), as defined by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"). This evaluation was performed under the supervision of and with participation by the Company's CEO and CFO. Management concluded the Company's DC&P were effective as at February 28, 2021 to provide reasonable assurance that: (i) material information relating to the Company and its consolidated subsidiaries is made known to them by others, particularly during the period in which interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within required time periods.

Internal Controls over Financial Reporting

In accordance with NI 52-109, management is responsible for establishing and maintaining adequate DC&P and Internal Control Over Financial Reporting ("ICFR").

The Company uses the 2013 Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission as the basis for assessing its ICFR. Management performed an evaluation of the Company's ICFR and concluded that, as at November 30, 2020, ICFR were designed and operating effectively so as to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There were no significant changes in the Company's ICFR that materially affected, or are reasonably likely to materially affect, ICFR during the three months ended February 28, 2021.

While management of the Company have designed the Company's DC&P and ICFR, they expect that these controls and procedures may not prevent all errors and fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

Additional Information

Additional information regarding the Company, including the Company's AIF, are available under the Company's profile at www.sedar.com.

ex_240240.htm

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Alastair Still, Chief Executive Officer of GoldMining Inc., certify the following:

1.	Review: **** I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended February 28, 2021.
2.	No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
---	---
5.2	N/A
---	---
5.3	N/A
---	---

6.	Reporting changes in ICFR: ** The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2020 and ended on February 28, 2021 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: **** April 13, 2021

/s/ Alastair Still

Alastair Still

Chief Executive Officer

ex_240241.htm

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Patrick Obara, Chief Financial Officer of GoldMining Inc., certify the following:

1.	Review: **** I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended February 28, 2021.
2.	No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
---	---
5.2	N/A
---	---
5.3	N/A
---	---

6.	Reporting changes in ICFR: ** The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2020 and ended on February 28, 2021 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: **** April 13, 2021

/s/ Patrick Obara

Patrick Obara

Chief Financial Officer

GoldMining Inc 6-K, filed Apr 13, 2021

About this 6-K