GoldMining Inc 6-K, filed Jul 14, 2026

GoldMining Inc. (GLDG)

6-K 2026-07-14 For: 2026-07-31

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Added on July 14, 2026

About this 6-K

GoldMining Inc filed this 6-K on July 14, 2026.

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Exhibit Number	Description

99.1	Condensed consolidated interim financial statements for the three and six months ended May 31, 2026 and 2025 (unaudited).
99.2	Management’s discussion and analysis for the three and six months ended May 31, 2026.
99.3	Certification of interim filings – CEO, dated July 14, 2026.
99.4	Certification of interim filings – CFO, dated July 14, 2026.

			As at May 31,			As at November 30,
	Notes		2026			2025 (revised-note 3)
			($)			($)
Assets
Current assets
Cash and cash equivalents		4		21,442			24,937
Restricted cash				-			60
Restricted deposits		5		1,309			-
Income taxes receivable				-			158
Prepaid expenses and deposits				1,113			555
Short-term investments		6		60,158			1,383
Other assets				193			491
				84,215			27,584
Non-current assets
Reclamation deposits				-			494
Exploration and evaluation assets		7		57,997			57,998
Land, property and equipment		8		3,278			2,953
Investment in joint venture				657			629
Long-term investments		9		96,546			148,303
				242,693			237,961

Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,876			2,171
Due to joint venture				29			29
Due to related parties		14		26			268
Lease liabilities				104			100
Income taxes payable				89			89
Withholding taxes payable				-			253
Derivative liabilities		12		-			1,598
				2,124			4,508
Non-current liabilities
Lease liabilities				146			199
Rehabilitation provisions				1,301			1,327
Deferred tax liability				9,933			3,926
				13,504			9,960

Equity
Issued capital		10		225,210			214,387
Reserves		10		15,565			14,786
Share issuance obligation				-			498
Accumulated deficit				(22,535	)		(8,718	)
Accumulated other comprehensive income				8,377			4,627
Total equity attributable to shareholders of the Company				226,617			225,580
Non-controlling interests		11		2,572			2,421
				229,189			228,001
				242,693			237,961

			For the three months						For the six months ended
			ended May 31,						May 31,
	Notes		2026			2025 (revised-note 3)			2026			2025 (revised-note 3)
			($)			($)			($)			($)
Operating expenses
Consulting fees				131			115			239			183
Depreciation		8		94			87			183			175
Directors' fees, employee salaries and benefits		14		861			582			1,674			1,177
Exploration expenses		7		3,149			1,039			4,727			1,570
General and administrative				1,789			1,756			3,976			3,774
Professional fees				607			543			1,254			1,494
Share-based compensation		10, 11		1,239			721			3,102			1,818
Share of income in associate				-			(527	)		-			(295	)
Share of loss on investment in joint venture				6			1			6			6
				7,876			4,317			15,161			9,902
Operating loss				(7,876	)		(4,317	)		(15,161	)		(9,902	)

Other items
Interest income				171			53			394			139
Gain on share sales of investment in associate				-			41			-			41
Gain on revaluation of derivative liabilities		12		1,865			810			1,342			2,893
Other expenses				(17	)		(42	)		(34	)		(57	)
Net foreign exchange gain (loss)				152			10			(268	)		54
Net loss for the period before taxes				(5,705	)		(3,445	)		(13,727	)		(6,832	)
Current income tax recovery (expense)				(2	)		(35	)		(2	)		82
Deferred income tax recovery (expense)				(3,065	)		1,674			(2,812	)		2,136
Net loss for the period				(8,772	)		(1,806	)		(16,541	)		(4,614	)

Attributable to:
Shareholders of the Company				(8,459	)		(1,733	)		(15,503	)		(4,559	)
Non-controlling interests				(313	)		(73	)		(1,038	)		(55	)
Net loss for the period				(8,772	)		(1,806	)		(16,541	)		(4,614	)

Other comprehensive income (loss)
Items not subsequently reclassified to net income or loss:
Unrealized gain on short-term investments		6		33,678			3			33,980			11
Unrealized gain (loss) on long-term investments		9		(40,695	)		12,382			(26,962	)		15,826
Deferred tax expense on investments				(886	)		(1,671	)		(3,108	)		(2,136	)
Items that may be reclassified subsequently to net income or loss:							-
Foreign currency translation adjustments				766			(2,614	)		(197	)		(644	)
Total comprehensive income (loss) for the period				(15,909	)		6,294			(12,828	)		8,443

Attributable to:
Shareholders of the Company				(15,623	)		6,429			(11,753	)		8,516
Non-controlling interests		11		(286	)		(135	)		(1,075	)		(73	)
Total comprehensive income (loss) for the period				(15,909	)		6,294			(12,828	)		8,443

Net loss per share, basic and diluted				(0.04	)		(0.01	)		(0.07	)		(0.02	)

Weighted average number of shares outstanding, basic and diluted				214,106,198			196,084,604			212,971,566			195,628,781

																	Accumulated			Attributable
																	Other			to Shareholders			Non-
			Number of		Issued						Share Issuance						Comprehensive			of the			Controlling
	Notes		Shares		Capital			Reserves			Obligation			Deficit			Income (Loss)			Company			Interests			Total
					($)			($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2024 (revised- note 3)				194,740,857		190,785			14,050			91			(8,382	)		(86,930	)		109,614			432			110,046
Restricted share rights vested		10		298,240		358			(497	)		140			-			-			1			-			1
US GoldMining																					-						-
Options exercised				-		-			-			-			(2	)		-			(2	)		2			-
Restricted share rights vested				-		-			-			-			(2	)		-			(2	)		2			-
At-the-Market offering:																					-						-
Common shares issued for cash				-		-			-			-			707			-			707			196			903
Agents' fees and issuance costs				-		-			-			-			(21	)		-			(21	)		(5	)		(26	)
At-the-Market offering:																					-						-
Common shares issued for cash		10		1,675,879		1,882			-			-			-			-			1,882			-			1,882
Agents' fees and issuance costs				-		(47	)		-			-			-			-			(47	)		-			(47	)
Share-based compensation		10		-		-			1,262			-			449			-			1,711			107			1,818
Other comprehensive income				-		-			-			-			-			13,075			13,075			(18	)		13,057
Net loss for the period				-		-			-			-			(4,559	)		-			(4,559	)		(55	)		(4,614	)
Balance at May 31, 2025(revised- note 3)				196,714,976		192,978			14,815			231			(11,810	)		(73,855	)		122,359			661			123,020
Options exercised		10		656,751		956			(512	)		-			-			-			444			-			444
Restricted share rights vested		10		146,204		197			(465	)		267			-			-			(1	)		-			(1	)
US GoldMining
Options exercised				-		-			-			-			(1	)		-			(1	)		1			-
Restricted share rights vested				-		-			-			-			(1	)		-			(1	)		1			-
At-the-Market offering:
Common shares issued for cash				-		-			-			-			9,228			-			9,228			2,990			12,218
Agents' fees and issuance costs				-		-			-			-			(249	)		-			(249	)		(76	)		(325	)
At-the-Market offering:
Common shares issued for cash		10		11,357,614		19,437			-			-			-			-			19,437			-			19,437
Agents' fees and issuance costs				-		(486	)		-			-			-			-			(486	)		-			(486	)
Common shares issued in flow-through share financing				373,135		399			-			-			-			-			399			-			399
Share-based compensation		10		-		-			948			-			156			-			1,104			44			1,148
Deferred tax benefits of share issuance costs				-		906			-			-			-			-			906			-			906
Transfer of OCI to accumulated- deficit upon disposal of investment				-		-			-			-			(53	)		53			-			-			-
Other comprehensive income				-		-			-			-			-			78,429			78,429			14			78,443
Net loss for the period				-		-			-			-			(5,988	)		-			(5,988	)		(1,214	)		(7,202	)
Balance at November 30, 2025 (revised- note 3)				209,248,680		214,387			14,786			498			(8,718	)		4,627			225,580			2,421			228,001
Options exercised		10		210,962		392			(121	)		-			-			-			271			-			271
Restricted share rights vested		10		363,950		560			(570	)		(498	)		-			-			(508	)		-			(508	)
US GoldMining
Warrants exercised, net of financing fees				-		-			-			-			(221	)		-			(221	)		551			330
Restricted share rights vested				-		-			-			-			(6	)		-			(6	)		6			-
At-the-Market offering:
Common shares issued for cash		11		-		-			-			-			701			-			701			278			979
Agents' fees and issuance costs		11		-		-			-			-			(22	)		-			(22	)		(7	)		(29	)
At-the-Market offering:
Common shares issued for cash		10		4,770,576		10,125			-			-			-			-			10,125			-			10,125
Agents' fees and issuance costs		10		-		(254	)		-			-			-			-			(254	)		-			(254	)
Share-based compensation		10, 11		-		-			1,470			-			1,234			-			2,704			398			3,102
Other comprehensive income (loss)				-		-			-			-			-			3,750			3,750			(37	)		3,713
Net loss for the period				-		-			-			-			(15,503	)		-			(15,503	)		(1,038	)		(16,541	)
Balance at May 31, 2026				214,594,168		225,210			15,565			-			(22,535	)		8,377			226,617			2,572			229,189

	For the six months ended
	May 31,
	2026			2025 (revised-note 3)
	($)			($)
Operating activities
Net loss for the period		(16,541	)		(4,614	)
Adjustments for non-cash items:
Depreciation		183			175
Share-based compensation		3,102			1,818
Share of income in associate		-			(295	)
Gain on revaluation of derivative liabilities		(1,342	)		(2,893	)
Deferred income tax expense (recovery)		2,812			(2,136	)
Others		39			(2	)
Net changes in non-cash working capital items:
Other assets		38			30
Incomes taxes receivable		231			-
Prepaid expenses and deposits		(558	)		104
Accounts payable and accrued liabilities		(295	)		16
Incomes taxes payable		-			(579	)
Due to related parties		(242	)		(243	)
Cash used in operating activities		(12,573	)		(8,619	)

Investing activities
Return of reclamation deposits		494			-
Investment in joint venture		(7	)		-
Purchase of equipment		(544	)		-
Proceeds from share sales of investment in associate, net of transaction costs		-			192
Payments for restricted deposits		(1,309	)		-
Cash (used in) generated from investing activities		(1,366	)		192

Financing activities
Net proceeds from At-the-Market offering, net of issuance costs		9,871			1,835
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		950			877
Proceeds from US GoldMining warrant exercises, net of issuance costs		103			-
Proceeds from common shares issued upon exercise of options		271			-
Cash paid for withholding taxes on restricted share rights vested		(508	)		-
Payment of lease liabilities		(61	)		(59	)
Cash generated from financing activities		10,626			2,653

Effect of exchange rate changes on cash		(242	)		(83	)

Net decrease in cash and cash equivalents and restricted cash		(3,555	)		(5,857	)
Cash and cash equivalents and restricted cash
Beginning of period		24,997			12,002
End of period		21,442			6,145



Supplemental cash flow disclosure:
Cash (received) paid for income taxes		(229	)		503

	As at November 30,
	2024 (as reported)			Adjustments			2024 (as revised)
Liabilities
Derivative liabilities		-			5,115			5,115
Current liabilities		4,235			5,115			9,350
Total liabilities		5,800			5,115			10,915

Equity
Accumulated deficit		(4,436	)		(3,946	)		(8,382	)
Accumulated other comprehensive income		(86,731	)		(199	)		(86,930	)
Total equity attributable to shareholders of the Company		113,759			(4,145	)		109,614
Non-controlling interests		1,402			(970	)		432
Total equity		115,161			(5,115	)		110,046

	As at May 31,
	2025 (as reported)			Adjustments			2025 (as revised)
Liabilities
Derivative liabilities		-			2,228			2,228
Current liabilities		3,430			2,228			5,658
Total liabilities		4,989			2,228			7,217

Equity
Accumulated deficit		(10,219	)		(1,591	)		(11,810	)
Accumulated other comprehensive income		(73,650	)		(205	)		(73,855	)
Total equity attributable to shareholders of the Company		124,155			(1,796	)		122,359
Non-controlling interests		1,093			(432	)		661
Total equity		125,248			(2,228	)		123,020

	For the three months ended
	May 31
	2025 (as reported)			Adjustments		2025 (as revised)
Other items
Gain on revaluation of derivative liabilities		-			810		810
Net loss for the period before taxes		(4,255	)		810		(3,445	)
Net loss for the period		(2,616	)		810		(1,806	)

Attributable to:
Shareholders of the Company		(2,368	)		635		(1,733	)
Non-controlling interests		(248	)		175		(73	)
Net loss for the period		(2,616	)		810		(1,806	)

Other comprehensive income (loss)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments		(2,763	)		149		(2,614	)
Total comprehensive income for the period		5,335			959		6,294
Attributable to:
Shareholders of the Company		5,645			784		6,429
Non-controlling interests		(310	)		175		(135	)
Total comprehensive income for the period		5,335			959		6,294

	May 31,		November 30,
	2026		2025
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		7,922		4,396
Term deposits		13,520		20,541
Total		21,442		24,937

										Right-of-
										Use Assets
				Buildings and			Office			(Office and)			Exploration
	Land			Camp Structures			Equipment			warehouse space)			Equipment			Vehicles			Total
	($)			($)			($)			($)			($)			($)			($)
Cost
Balance at November 30, 2024		1,107			2,433			217			451			398			623			5,229
Disposition		-			-			(1	)		-			-			-			(1	)
Impact of foreign currency translation		(3	)		(6	)		6			4			2			-			3
Balance at November 30, 2025		1,104			2,427			222			455			400			623			5,231
Additions		-			-			-			-			432			112			544
Impact of foreign currency translation		(14	)		(31	)		2			(2	)		(4	)		(7	)		(56	)
Balance at May 31, 2026		1,090			2,396			224			453			828			728			5,719

Accumulated Depreciation
Balance at November 30, 2024		-			947			206			83			271			422			1,929
Depreciation		-			160			5			91			30			60			346
Disposition		-			-			(1	)		-			-			-			(1	)
Impact of foreign currency translation		-			(5	)		6			1			2			-			4
Balance at November 30, 2025		-			1,102			216			175			303			482			2,278
Depreciation		-			78			2			46			21			36			183
Impact of foreign currency translation		-			(14	)		2			(1	)		(2	)		(5	)		(20	)
Balance at May 31, 2026		-			1,166			220			220			322			513			2,441


Net Book Value
At November 30, 2025		1,104			1,325			6			280			97			141			2,953
At May 31, 2026		1,090			1,230			4			233			506			215			3,278

	Restricted Share Rights ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2024		18			10,491			3,541		14,050
Restricted share rights vested		(497	)		-			-		(497	)
Share-based compensation		719			543			-		1,262
Balance at May 31, 2025		240			11,034			3,541		14,815
Options exercised		-			(512	)		-		(512	)
Restricted share rights vested		(465	)		-			-		(465	)
Share-based compensation		232			716			-		948
Balance at November 30, 2025		7			11,238			3,541		14,786
Options exercised		-			(121	)		-		(121	)
Restricted share rights vested		(570	)		-			-		(570	)
Share-based compensation		554			916			-		1,470
Balance at May 31, 2026		(9	)		12,033			3,541		15,565

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2024		15,481,429			1.61
Granted		250,000			1.24
Forfeited		(227,500	)		1.75
Balance at May 31, 2025		15,503,929			1.60
Granted		2,797,000			1.94
Exercised		(1,091,984	)		1.30
Forfeited		(17,500	)		1.19
Expired		(1,925,000	)		2.82
Balance at November 30, 2025		15,266,445			1.53
Granted		289,200			2.12
Exercised⁽¹⁾		(250,000	)		1.38
Forfeited		(31,500	)		1.76
Balance at May 31, 2026		15,274,145			1.54

	Six months ended May 31, 2026			Six months ended May 31, 2025
Risk-free interest rate		2.58	%		2.59	%
Expected life (years)		2.87			2.81
Expected volatility		44.94	%		41.66	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		5.99	%		0.27	%

	Options Outstanding						Options Exercisable
Exercise Prices	Number of Options Outstanding		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)		Number of Options Exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
$1.09 - $1.18		3,000,000		1.09		2.40		3,000,000		1.09		2.40
$1.19 - $1.59		2,863,750		1.22		3.21		2,863,750		1.22		3.21
$1.60 - $1.72		3,811,750		1.60		1.48		3,811,750		1.60		1.48
$1.73 - $1.89		2,367,500		1.83		0.45		2,367,500		1.83		0.45
$1.90 - $2.34		3,231,145		1.96		4.32		1,627,745		1.96		4.12
		15,274,145		1.54		2.43		13,670,745		1.49		2.18

	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2024		765,165			1.19
Vested		(417,615	)		1.19
Forfeited		(6,500	)		1.19
Balance at May 31, 2025		341,050			1.19
Granted		379,840			1.94
Vested		(371,204	)		1.25
Balance at November 30, 2025		349,686			1.94
Granted		10,000			1.90
Vested⁽¹⁾⁽²⁾		(200,571	)		1.94
Forfeited		(2,275	)		1.94
Balance at May 31, 2026		156,840			1.94

	May 31,		November 30,
	2026		2025
	($)		($)
La Mina		15,495		15,695
Titiribi		12,371		12,531
Yellowknife		7,396		7,419
Crucero		7,358		7,452
Cachoeira		6,442		6,171
São Jorge		5,428		5,199
Yarumalito		1,712		1,733
Whistler		1,072		1,104
Surubim		265		254
Batistão		244		234
Montes Áureos and Trinta		186		178
Rea		28		28
Total		57,997		57,998

	For the six months ended			For the six months ended
	May 31, 2026			May 31, 2025
	($)			($)
Cash used in operating activities		(4,564	)		(2,384	)
Cash used in investing activities		(600	)		-
Cash generated from financing activities		3,217			852

Effect of exchange rate changes on cash		(141	)		(56	)

Net decrease in cash and cash equivalents and restricted cash		(2,088	)		(1,588	)
Cash and cash equivalents and restricted cash
Beginning of period		10,253			5,666
End of period		8,165			4,078

	Number of Options			Weighted Average Exercise Price (US$)
Balance at November 30, 2024		185,550			10.00
Granted		140,500			10.00
Exercised		(20,000	)		10.00
Forfeited		(12,500	)		10.00
Balance at May 31, 2025		293,550			10.00
Exercised		(13,750	)		10.00
Balance at November 30, 2025		279,800			10.00
Granted		155,500			9.55
Forfeited		(5,800	)		9.79
Balance at May 31, 2026		429,500	⁽¹⁾		9.84

	Six months ended May 31, 2026			Six months ended May 31, 2025
Share price at grant date	US$9.55			US$8.74
Risk-free interest rate		3.51	%		4.32	%
Expected life (years)		3.00			3.00
Expected volatility⁽¹⁾		56.95	%		55.45	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.00	%		0.00	%

	Number of RSUs			Weighted Average Value (US$)
Balance at November 30, 2024		-			-
Granted		15,050			8.32
Vested		(3,763	)		8.32
Forfeited		(600	)		8.32
Balance at May 31, 2025		10,687			8.32
Granted		5,000			9.25
Vested		(7,126	)		8.32
Balance at November 30, 2025		8,561			8.86
Granted		16,200			9.40
Vested		(9,986	)		8.98
Forfeited		(500	)		9.40
Balance at May 31, 2026		14,275			9.37

	Number of Warrants			Weighted Average Exercise Price (US$)
Balance at November 30, 2024, May 31, 2025, and November 30, 2025		1,740,992			13.00
Exercised⁽¹⁾		(455,837	)		13.00
Expired		(1,285,155	)		13.00
Balance at May 31, 2026		-			-

Equity Holdings	Exchange	Number of Securities	Fair Value⁽¹⁾
U.S. GoldMining	NASDAQ	10,000,751 shares	$140.7 million (US$102.0 million)
Gold Royalty Corp.	NYSE American	21,533,125 shares	$96.5 million (US$70.0 million)
NevGold	TSX-V	19,073,350 shares	$57.8 million⁽²⁾
Australian Mines Limited	ASX	84,429,563 shares	$2.3 million (AUD$2.3 million)
Galleon Gold Corp.	TSX-V	100,000 shares	$0.1 million

	Total non-current assets
	As at May 31,		As at November 30,
	2026		2025
	($)		($)
Canada		104,339		156,661
Colombia		30,891		31,308
Brazil		13,221		12,665
Peru		7,358		7,452
United States		2,669		2,291
Total		158,478		210,377

	Total operating loss				Total operating loss
	For the three months ended				For the six months ended
	May 31, 2026		May 31, 2025		May 31, 2026		May 31, 2025
	($)		($)		($)		($)
Canada		2,316		2,066		5,756		5,467
United States		3,398		987		5,713		2,512
Brazil		1,404		805		2,399		1,088
Colombia		715		453		1,221		809
Peru		43		6		72		26
Total		7,876		4,317		15,161		9,902

	Total assets				Total liabilities
	As at May 31,		As at November 30,		As at May 31,		As at November 30,
	2026		2025		2026		2025
	($)		($)		($)		($)
U.S. GoldMining⁽¹⁾		11,476		12,891		1,008		2,882
Others⁽²⁾		231,217		225,070		12,496		7,078
Total		242,693		237,961		13,504		9,960

	For the three months ended May 31, 2026									For the three months ended May 31, 2025
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			131			131			7			108			115
Depreciation		71			23			94			64			23			87
Directors' fees, employee salaries and benefits		156			705			861			145			437			582
Exploration expenses		1,673			1,476			3,149			360			679			1,039
General and administrative		851			938			1,789			390			1,366			1,756
Professional fees		283			324			607			187			356			543
Share-based compensation		612			627			1,239			198			523			721
Share of income in associate		-			-			-			-			(527	)		(527	)
Share of loss on investment in joint venture		-			6			6			-			1			1
		3,646			4,230			7,876			1,351			2,966			4,317
Operating loss		(3,646	)		(4,230	)		(7,876	)		(1,351	)		(2,966	)		(4,317	)

Other items
Interest income		55			116			171			42			11			53
Gain on sales of investment in associate		-			-			-			-			41			41
Gain on revaluation of derivative liabilities		1,865			-			1,865			810			-			810
Other expenses		(7	)		(10	)		(17	)		(8	)		(34	)		(42	)
Net foreign exchange gain (loss)		(5	)		157			152			-			10			10
Net loss for the period before taxes		(1,738	)		(3,967	)		(5,705	)		(507	)		(2,938	)		(3,445	)
Current income tax expense		-			(2	)		(2	)		-			(35	)		(35	)
Deferred income tax recovery (expense)		-			(3,065	)		(3,065	)		-			1,674			1,674
Net loss for the period		(1,738	)		(7,034	)		(8,772	)		(507	)		(1,299	)		(1,806	)

	For the six months ended May 31, 2026									For the six months ended May 31, 2025
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			239			239			17			166			183
Depreciation		137			46			183			128			47			175
Directors' fees, employee salaries and benefits		342			1,332			1,674			313			864			1,177
Exploration expenses		2,166			2,561			4,727			504			1,066			1,570
General and administrative		1,435			2,541			3,976			1,312			2,462			3,774
Professional fees		509			745			1,254			376			1,118			1,494
Share-based compensation		1,633			1,469			3,102			556			1,262			1,818
Share of income in associate		-			-			-			-			(295	)		(295	)
Share of loss on investment in joint venture		-			6			6			-			6			6
		6,222			8,939			15,161			3,206			6,696			9,902
Operating loss		(6,222	)		(8,939	)		(15,161	)		(3,206	)		(6,696	)		(9,902	)

Other items
Interest income		140			254			394			93			46			139
Gain on sales of investment in associate		-			-			-			-			41			41
Gain on revaluation of derivative liabilities		1,342			-			1,342			2,893			-			2,893
Other expenses		(15	)		(19	)		(34	)		(17	)		(40	)		(57	)
Net foreign exchange gain (loss)		(8	)		(260	)		(268	)		(1	)		55			54
Net loss for the period before taxes		(4,763	)		(8,964	)		(13,727	)		(238	)		(6,594	)		(6,832	)
Current income tax recovery (expense)		-			(2	)		(2	)		(5	)		87			82
Deferred income tax recovery (expense)		-			(2,812	)		(2,812	)		-			2,136			2,136
Net loss for the period		(4,763	)		(11,778	)		(16,541	)		(243	)		(4,371	)		(4,614	)

	Amount ($)
Due within 1 year		315
1 – 3 years		120
3 – 5 years		-
More than 5 years		-
Total		435	⁽¹⁾

Selected Operating Results	U.S. GoldMining⁽¹⁾									Others⁽²⁾								Consolidated
	For the three months ended									For the three months ended								For the three months ended
	May 31,			May 31,						May 31,		May 31,						May 31,			May 31,
(in millions of dollars)	2026 ($)			2025- revised ($)			Change ($)			2026 ($)		2025- revised ($)			Change ($)			2026 ($)			2025- revised ($)			Change ($)
Operating loss		3.6			1.4			2.2			4.3		2.9			1.4			7.9			4.3			3.6
Consulting fees		-			-			-			0.1		0.1			-			0.1			0.1			-
Directors' fees, employee salaries and benefits		0.2			0.1			0.1			0.7		0.5			0.2			0.9			0.6			0.3
Exploration expenses		1.7			0.4			1.3			1.4		0.6			0.8			3.1			1.0			2.1
General and administrative expenses		0.9			0.4			0.5			0.9		1.4			(0.5	)		1.8			1.8			-
Professional fees		0.3			0.2			0.1			0.3		0.3			-			0.6			0.5			0.1
Share-based compensation		0.6			0.2			0.4			0.6		0.5			0.1			1.2			0.7			0.5
Share of income in associate		-			-			-			-		(0.5	)		0.5			-			(0.5	)		0.5
Gain on revaluation of derivative liabilities		(1.9	)		(0.8	)		(1.1	)		-		-			-			(1.9	)		(0.8	)		(1.1	)
Deferred income tax expense (recovery)		-			-			-			3.1		(1.7	)		4.8			3.1			(1.7	)		4.8
Net loss		1.7			0.5			1.2			7.1		1.3			5.8			8.8			1.8			7.0

For the quarter ended	Net Income (loss)						Net Income (loss)			Basic and diluted net loss per share						Basic and diluted net loss per share
	(as reported)			Adjustments			(as revised)			(as reported)			Adjustments			(as revised)
(in thousands of dollars, except per share amounts)	($)						($)			($)						($)
May 31, 2026		(8,772	)		-			(8,772	)		(0.04	)		-			(0.04	)
February 28, 2026		(7,246	)		(523	)		(7,769	)		(0.03	)		-			(0.03	)
November 30, 2025		(7,722	)		268			(7,454	)		(0.04	)		0.01			(0.03	)
August 31, 2025		(103	)		355			252			(0.00	)		-			(0.00	)
May 31, 2025		(2,616	)		810			(1,806	)		(0.01	)		-			(0.01	)
February 28, 2025		(4,891	)		2,083			(2,808	)		(0.02	)		0.01			(0.01	)
November 30, 2024		(9,396	)		(3,826	)		(13,222	)		(0.04	)		(0.02	)		(0.06	)
August 31, 2024		(9,480	)		(111	)		(9,591	)		(0.05	)		-			(0.05	)

Contractual Obligations	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		After 5 years
(in thousands of dollars)	($)		($)		($)		($)		($)
Office and Storage Leases		718		436		282		-		-
Land Access Agreements		6		6		-		-		-
Total Contractual Obligations		724		442		282		-		-

Expiry Date	Exercise/Grant Price ($)		Number Outstanding
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,227,500
November 24, 2026		1.84		140,000
December 07, 2026		1.57		25,000
January 17, 2027		1.98		18,945
January 18, 2027		2.01		50,000
April 07, 2027		2.07		100,000
June 20, 2027		1.46		25,000
July 15, 2027		1.18		75,000
November 24, 2027		1.60		3,811,750
May 08, 2028		1.45		50,000
May 24, 2028		1.34		75,000
November 04, 2028		1.09		2,875,000
December 01, 2028		1.22		240,000
January 16, 2029		1.14		50,000
November 27, 2029		1.19		2,098,750
March 14, 2030		1.24		250,000
November 28, 2030		1.94		2,773,000
December 03, 2030		1.97		50,000
January 23, 2031		2.34		100,000
February 16, 2031		2.07		100,000
April 20, 2031		1.90		39,200
			15,274,145