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6-K

GoldMining Inc. (GLDG)

6-K 2023-04-12 For: 2023-04-30
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Added on April 06, 2026

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, 2023.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant's name into English)

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

(Address of principal executive office)

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

☐ Form 20-F ☒ Form 40-F

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

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

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

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

EXHIBIT INDEX

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AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit<br><br> <br>Number Description
99.1 Condensed consolidated interim financial statements for the three months ended February 28, 2023 and 2022 (unaudited).
99.2 Management’s discussion and analysis for the three months ended February 28, 2023.
99.3 Certification of interim filings – CEO, dated April 12, 2023.
99.4 Certification of interim filings – CFO, dated April 12, 2023.

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 12, 2023

ex_498706.htm

Exhibit 99.1

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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 28, 2023 AND 2022

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Financial Position<br><br> <br>As at February 28, 2023 and November 30, 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
As at February 28, As at November 30,
--- --- --- --- --- --- ---
Notes 2023 2022
() ()
Assets **** **** **** ****
Current assets
Cash and cash equivalents 6 7,618 8,325
Other receivables 433 374
Prepaid expenses and deposits 679 475
Short-term investment 20 24
8,750 9,198
Non-current assets
Reclamation deposits 8 524 524
Land, property and equipment 4 1,806 1,826
Exploration and evaluation assets 5 57,738 56,788
Investment in joint venture 1,163 1,154
Long-term investments 3 67,039 77,839
137,020 147,329
Liabilities **** **** **** ****
Current liabilities
Accounts payable and accrued liabilities 1,760 1,721
Due to joint venture 28 28
Due to related parties 11 29 170
Lease liabilities 92 90
Withholding taxes payable 159 156
Margin loan payable 7 6,594 8,824
8,662 10,989
Non-Current Liabilities
Lease liabilities 138 162
Rehabilitation provisions 8 788 791
Deferred tax liability 437 296
10,025 12,238
Equity **** **** **** ****
Issued capital 9 158,888 150,879
Reserves 9 12,628 11,930
Retained earnings 21,872 27,984
Accumulated other comprehensive loss (66,393 (55,702
126,995 135,091
137,020 147,329

All values are in US Dollars.

Commitments (Note 13)

Approved and authorized for issue by the Board of Directors on April 12, 2023.

/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

1

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Comprehensive Loss<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
For the three months
--- --- --- --- --- --- ---
ended February 28,
Notes 2023 2022
() ()
Expenses **** **** **** ****
Consulting fees 73 60
Depreciation 4 44 51
Directors' fees, salaries and benefits 11 409 267
Exploration expenses 5 599 347
General and administrative 1,678 1,368
Professional fees 1,190 542
Share-based compensation 9 875 683
Share of loss on investment in joint venture - 3
Recovery on grant of mineral property option 5 (1,134 -
3,734 3,321
Operating loss (3,734 (3,321
Other items **** **** **** ****
Dividend income 287 -
Unrealized loss on long-term investments 3 (25 -
Loss on modification of margin loan 7 (130 -
Interest income 86 4
Accretion of rehabilitation provisions 8 (9 (2
Financing costs 7 (514 (393
Net foreign exchange loss (gain) (95 32
Net loss for the period before taxes (4,134 (3,680
Deferred income tax recovery (expense) (1,978 606
Net loss for the period (6,112 (3,074
Other comprehensive loss **** **** **** ****
Items that will not be subsequently reclassified to net income or loss:
Unrealized income (loss) on short-term investments (4 6
Unrealized loss on long-term investments 3 (13,290 (25,902
Deferred tax recovery on long-term investments 3 1,797 3,497
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments 806 759
Total comprehensive loss for the period (16,803 (24,714
Net loss per share, basic and diluted (0.04 (0.02
Weighted average number of shares outstanding, basic and diluted 166,883,940 150,342,635

All values are in US Dollars.

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

2

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Changes in Equity<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)
Accumulated
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Other
Number of Issued Retained Comprehensive
Notes Shares Capital Reserves Earnings Loss Total
() () () () ()
Balance at November 30, 2021 150,242,110 131,082 10,107 41,184 (6,669 175,704
Options exercised 9 192,751 410 (116 - - 294
Restricted share rights vested 9 12,500 23 (23 - - -
Share-based compensation 9 - - 683 - - 683
Other comprehensive loss - - - - (21,640 (21,640
Net loss for the period - - - (3,074 - (3,074
Balance at February 28, 2022 150,447,361 131,515 10,651 38,110 (28,309 151,967
Options exercised 9 498,750 1,106 (313 - - 793
Restricted share rights vested 9 60,064 117 (117 - - -
At-the-Market offering:
Common shares issued for cash 12,653,643 18,452 - - - 18,452
Agents' fees and issuance costs - (460 - - - (460
Issued capital pursuant to acquisition of:
Exploration and evaluation assets 10,000 24 - - - 24
Share-based compensation 9 - - 1,709 - - 1,709
Deferred tax benefits of share issuance costs - 125 - - - 125
Other comprehensive loss - - - - (27,393 (27,393
Net loss for the period - - - (10,126 - (10,126
Balance at November 30, 2022 163,669,818 150,879 11,930 27,984 (55,702 135,091
Options exercised 9 272,000 454 (107 - - 347
Restricted share rights vested 9 43,750 70 (70 - - -
At-the-Market offering:
Common shares issued for cash 9 4,139,920 7,633 - - - 7,633
Agents' fees and issuance costs 9 - (191 - - - (191
Share-based compensation 9 - - 875 - - 875
Deferred tax benefits of share issuance costs - 43 - - - 43
Other comprehensive loss - - - - (10,691 (10,691
Net loss for the period - - - (6,112 - (6,112
Balance at February 28, 2023 168,125,488 158,888 12,628 21,872 (66,393 126,995

All values are in US Dollars.

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

3

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Cash Flows<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
For the three months ended
--- --- --- --- ---
February 28,
2023 2022
() ()
Operating activities **** ****
Net loss for the period (6,112 (3,074
Adjustments for items not involving cash:
Depreciation 44 51
Accretion 9 2
Financing costs 514 393
Share of loss on investment in joint venture - 3
Share-based compensation 875 683
Unrealized loss on long-term investments 25 -
Loss on loan modification 130 -
Deferred income tax expense (recovery) 1,978 (606
Recovery on grant of mineral property option (1,134 -
Net unrealized foreign exchange loss (gain) 158 (102
Net changes in non-cash working capital items:
Other receivables (59 (83
Prepaid expenses and deposits (204 53
Accounts payable and accrued liabilities 39 134
Due to related parties (142 (2
Cash used in operating activities (3,879 (2,548
Investing activities **** ****
Investment in exploration and evaluation assets (222 -
Purchase of long-term investments (1,381 -
Investment in joint venture - (25
Purchase of equipment - (35
Proceeds on disposal of equipment - -
Cash used in investing activities (1,603 (60
Financing activities **** ****
Proceeds from At-the-Market offering, net of agents' fees and issuance costs 7,442 -
Proceeds from common shares issued upon exercise of options 347 294
Payment of lease liabilities (27 (29
Principal payment of margin loan (2,542 -
Interest paid on margin loan (487 (198
Cash generated from financing activities 4,733 67
Effect of exchange rate changes on cash 42 (8
Net decrease in cash and cash equivalents (707 (2,549
Cash and cash equivalents **** ****
Beginning of period 8,325 11,658
End of period 7,618 9,109

All values are in US Dollars.

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

4

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
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. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada and Peru.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 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 as issued by the International Accounting Standards Board ("IFRS") 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, 2022 and 2021. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.

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

The Company's condensed consolidated interim financial statements for the three month period ended February 28, 2023 were authorised for issue by the Company's Board of Directors on April 12, 2023.

2.2 Significant Accounting Judgments and Estimates

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

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

5

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
3. Long-term Investments
--- ---

As at February 28, 2023, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC") and NevGold Corp. ("NevGold"), measured at fair value through other comprehensive income ("FVTOCI") and warrants held in NevGold, measured at fair value through profit and loss ("FVTPL"). Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. During the three months ended February 28, 2023, the Company recorded an unrealized loss of $13,290 (three months ended February 28, 2022: unrealized loss of $25,902) and a deferred tax recovery of $1,797 (three months ended February 28, 2022: deferred tax recovery of $3,497) in other comprehensive loss relating to its long-term investments. Refer to tables below for movement in long-term investments measured at FVTOCI.

Investment in Gold Royalty Corp.

The Company's investment in GRC is recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. 20.7 million of the GRC shares held by the Company are pledged as security for the Company's margin loan (Note 7).

During the three months ended February 28, 2023, the Company acquired 44,632 GRC common shares for $131 including transaction costs, through open market purchases over the facilities of the NYSE American.

NevGold Corp.

On December 1, 2022, the Company entered into an agreement to purchase 2,976,200 units ("Units") of NevGold in a brokered private placement, which closed on December 5, 2022, for a total purchase price of $1,250 (Note 5). Each Unit, priced at $0.42 per Unit, consisted of one common share of NevGold (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant") of NevGold. Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.60 until December 5, 2024. Unless permitted under securities legislation, the NevGold Shares can not be traded before April 6, 2023.

At initial recognition, the purchase price of $1,250 was allocated to the value of the Common Shares and Warrants. The fair value of the Common Shares was determined to be $1,042 based on quoted market prices. The initial fair value of the Warrants of $208 was determined on a residual basis. The Warrants are subsequently measured at FVTPL using the Black-Scholes valuation model.

The fair value of the NevGold Warrants are estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

February 28,<br><br> <br>2023 November 30,<br><br> <br>2022
Risk-free interest rate 4.21 % -
Expected life (years) 1.77 -
Expected volatility 90.35 % -
Estimated dividend yield 0.00 % -

On January 1, 2023, pursuant to the Option Agreement signed with NevGold on the Almaden Project (Note 5) the Company received 3,658,536 common shares of NevGold with a fair value of $1,134. Unless permitted under securities legislation, these NevGold Shares can not be traded before May 2, 2023.

6

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines the movement of long-term investments during the three months ended February 28, 2023, and the year ended November 30, 2022:

As at November 30,<br><br> <br>2022 As at February 28, 2023
Number of<br> warrants Number of<br> shares Fair value () Additions () Unrealized Gains<br> (Losses) (FVTOCI) () Unrealized Gains<br> (Losses) (FVTPL) () Fair Value ()
Investment in GRC - 21,223,291 )
Investment in NevGold - shares - 12,560,661
Investment in NevGold - warrants 1,488,100 - )
) )

All values are in US Dollars.

As at November 30,<br> 2021 As at November 30,<br> 2022
Number of<br> warrants Number of<br> shares Fair value () Additions () Unrealized Gains (Losses) (FVTOCI) () Unrealized Gains (Losses) (FVTPL) () Fair Value ()
Investment in GRC - 21,178,659 )
Investment in NevGold - shares - 5,925,925 )
)

All values are in US Dollars.

4. Land, Property and Equipment
--- --- --- --- --- --- --- --- --- --- ---
Office Exploration
Land Equipment Equipment
() () () () () () ()
Cost **** **** ****
Balance at November 30, 2021 1,010 1,193 141 348 227 347 3,266
Additions - - 35 216 - - 251
Change in reclamation estimate - (88 - - - - (88
Disposition - - - (44 - - (44
Impact of foreign currency translation 50 58 10 (4 13 18 145
Balance at November 30, 2022 1,060 1,163 186 516 240 365 3,530
Change in reclamation estimate - (4 - - - - (4
Impact of foreign currency translation 19 20 1 3 4 6 53
Balance at February 28, 2023 1,079 1,179 187 519 244 371 3,579
Accumulated Depreciation **** **** ****
Balance at November 30, 2021 - 575 118 210 226 347 1,476
Depreciation - 68 44 97 1 - 210
Disposition - - - (44 - - (44
Impact of foreign currency translation - 31 8 (8 13 18 62
Balance at November 30, 2022 - 674 170 255 240 365 1,704
Depreciation - 12 8 24 - - 44
Impact of foreign currency translation - 12 1 2 4 6 25
Balance at February 28, 2023 - 698 179 281 244 371 1,773
Net Book Value **** **** ****
At November 30, 2022 1,060 489 16 261 - - 1,826
At February 28, 2023 1,079 481 8 238 - - 1,806

All values are in US Dollars.

7

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
5. Exploration and Evaluation Assets
--- ---
For the three months ended
--- --- --- --- ---
February 28,
2023 2022
() ()
Balance at the beginning of period 56,788 54,475
Mineral property option payment 222 -
57,010 54,475
Change in reclamation estimate (12 (6
Foreign currency translation adjustments 740 697
Balance at the end of period 57,738 55,166

All values are in US Dollars.

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

February 28,
2023
() ($)
La Mina 14,799 14,326
Titiribi 12,238 12,027
Crucero 7,180 7,056
Yellowknife 7,078 7,090
Cachoeira 6,136 6,086
São Jorge 5,169 5,128
Surubim 2,005 1,989
Yarumalito 1,695 1,668
Whistler 1,001 984
Batistão 232 230
Montes Áureos and Trinta 177 176
Rea 28 28
Total 57,738 56,788

All values are in US Dollars.

Almaden

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

To exercise the option, NevGold must, among other things:

● make additional payments totaling $6,000 to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments may be satisfied by NevGold in cash or through the issuance of NevGold Shares, on the following dates:
o January 1, 2023: $1,500 (completed)
--- ---
o July 1, 2023: $1,500
--- ---
o January 1, 2024: $3,000
--- ---

8

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
In the event that NevGold elects to satisfy any of the foregoing payments by issuing NevGold Shares, the number of such shares will be based upon the volume weighted average price of the NevGold Shares for the then-applicable 30-trading day period.
---
● complete qualifying expenditures on the Project aggregating to $2,250, comprised of $1,500 on or before June 1, 2023, and a further $750 on or before December 31, 2023.
--- ---
● Additionally, NevGold is required to make success-based contingent payments totaling up to $7,500 to GoldMining, payable in cash or shares at the election of NevGold:
--- ---
o $500 on completion of a positive Preliminary Economic Assessment
--- ---
o $2,500 on completion of a positive Preliminary Feasibility Study
--- ---
o $4,500 on completion of a positive Feasibility Study
--- ---

GoldMining had agreed to, subject to certain conditions, purchase additional NevGold equity in an amount to the lesser of $1,250 and 40% of the total gross proceeds raised by NevGold in certain qualifying financings announced prior to November 30, 2022. The Company completed the purchase of shares in NevGold with a value of $1,250 on December 5, 2022 (Note 3).

On January 1, 2023, pursuant to the Option Agreement, the Company received 3,658,536 common shares of NevGold with a fair value of $1,134 (Note 3). As the carrying value of the Almaden Project was $nil on the date of the receipt of the option payment, the Company recorded a recovery on grant of mineral property option of $1,134.

Exploration Expenditures

Exploration expenditures on a project basis for the periods indicated are as follows:
For the three months ended
February 28,
2023
() () ($)
La Mina 244 137 2,931
Whistler 174 37 3,764
Titiribi 59 54 2,162
São Jorge 50 38 1,468
Yarumalito 30 9 196
Cachoeira 19 9 6,787
Yellowknife 16 32 1,285
Almaden 1 24 313
Crucero 1 - 436
Surubim - - 210
Other Exploration Expenses 5 7 3,722
Total 599 347 23,274

All values are in US Dollars.

9

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
6. Cash and Cash Equivalents
--- ---
February 28,
--- --- --- ---
2023
() ($)
Cash and cash equivalents consist of: **** ****
Cash at bank and on hand 1,965 5,425
Guaranteed Investment Certificates 5,653 2,900
Total 7,618 8,325

All values are in US Dollars.

7. Margin Loan Payable

On October 28, 2021, as amended on July 27, 2022 and October 27, 2022, the Company established a margin loan facility (the "Facility") for $13.4 million (US$10 million). The Facility: (i) is subject to an interest rate of 3-month USD Adjusted Term Secured Overnight Finance Rate ("SOFR") plus 5.65% per annum, with the unutilized portion of the Facility subject to a standby fee of 3.00% per annum; (ii) matures on the earlier of October 27, 2023 or an earlier repayment date in accordance with its terms; (iii) is secured by 20,700,000 shares of GRC owned by the Company; and (iv) is subject to customary loan-to-value and minimum share price requirements and conditions to drawdowns. In addition, the Company paid a one-time facility fee equal to 1.50% of the Facility. The Facility provided for a minimum outstanding advance of $9.4 million (US$7 million) and certain customary early repayment fees in the event that any portion of such minimum amount is repaid prior to maturity.

On February 28, 2023, the Company and the lender modified the Facility, pursuant to which, among other things, the Company repaid $2.7 million (US$2.0 million) without incurring early prepayment fees and the Facility's margin and pricing requirements were amended in light of existing market conditions. The amended Facility provided for a minimum outstanding advance of $7.1 million (US$5.2 million).

The Company does not currently expect to make further drawdowns prior to the upcoming maturity of the Facility. Further drawdowns and additional availability under the Facility are subject to satisfying certain conditions, which would not be met as of February 28, 2023. As of February 28, 2023, the outstanding principal is $7.2 million (US$5.3 million).

During the three months ended February 28, 2023, the Company recorded a loss on modification of margin loan of $130 as a result of executing an amendment to the loan Facility.

10

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines the movement of the margin loan during the three months ended February 28, 2023, and the year ended November 30, 2022:

US
Balance at November 30, 2021 12,482
Interest expense 390
Interest paid ) (198
Unrealized foreign exchange loss (102
Balance at February 28, 2022 12,572
Less: transaction costs and fees ) (203
Principal repayment ) (3,696
Interest expense 1,342
Interest paid ) (933
Gain on modification of margin loan ) (834
Unrealized foreign exchange loss 576
Balance at November 30, 2022 8,824
Principal repayment ) (2,542
Interest expense 510
Interest paid ) (487
Loss on modification of margin loan 130
Unrealized foreign exchange loss 159
Balance at February 28, 2023 6,594

All values are in US Dollars.

8. Rehabilitation Provisions

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

November 30,
2022
Undiscounted amount of estimated cash flows (US) 235 235
Life expectancy (years) 2 3
Inflation rate 3.94 % 3.48 %
Discount rate 4.81 % 4.13 %

All values are in US Dollars.

In July 2017, the Company acquired the Yellowknife Project and assumed a provision for reclamation of $490 related to the restoration of the camp sites. The Yellowknife Project rehabilitation provision is expected to be settled in October 2025 and is valued under the following assumptions:

November 30,
2022
Undiscounted amount of estimated cash flows (CAD) 490 490
Life expectancy (years) 3 3
Inflation rate 2.66 % 3.00 %
Discount rate 3.94 % 3.64 %

All values are in US Dollars.

Reclamation deposits totalling $524 (November 30, 2022 - $524) in cash have been posted with the Mackenzie Valley Land and Water Board and are held by Crown-Indigenous Relations and Northern Affairs Canada and the Government of the Northwest Territories for land use permits and a water license on the Yellowknife Project.

11

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following table summarizes the movements in the rehabilitation provisions:

February 28, November 30,
2023 2022
() ()
Balance at the beginning of year 791 900
Accretion 9 19
Change in estimate (17 (145
Foreign currency translation adjustments 5 17
Total 788 791

All values are in US Dollars.

9. Share Capital
9.1 Authorized
--- ---

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

At-the-Market Equity Program

On December 10, 2021, the Company entered into an equity distribution agreement (the "2021 Distribution Agreement") with a syndicate of agents for an at-the-market equity distribution program (the "ATM Program"). The 2021 Distribution Agreement allows the Company to distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares"). The ATM Shares sold under the ATM Program, were sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. The 2021 Distribution Agreement was terminated on December 30, 2022.

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

During the three months ended February 28, 2023, the Company issued 4,139,920 common shares under the ATM Program for gross proceeds of $7,633, with aggregate commissions paid to agents of $191.

12

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
9.2 Reserves
--- ---
Restricted Shares () Share Options () Warrants () Total ()
--- --- --- --- --- --- --- ---
Balance at November 30, 2021
Options exercised ) )
Restricted share rights vested ) )
Share-based compensation
Balance at February 28, 2022
Options exercised ) )
Restricted share rights vested ) )
Share-based compensation
Balance at November 30, 2022
Options exercised ) )
Restricted share rights vested ) )
Share-based compensation
Balance at February 28, 2023

All values are in US Dollars.

9.3 Share Options

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

13

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's Options:

Number of<br><br> <br>Options Weighted<br> Average<br> Exercise Price<br> ()
Balance at November 30, 2021 12,444,150
Granted 93,945
Exercised^(1)^ (206,770 )
Expired (15,000 )
Balance at February 28, 2022 12,316,325
Granted 4,600,500
Exercised (498,750 )
Cancelled/Forfeited (175,000 )
Expired (2,240,000 )
Balance at November 30, 2022 14,003,075
Exercised^(2)^ (272,000 )
Cancelled/Forfeited (17,500 )
Expired (163,000 )
Balance at February 28, 2023 13,550,575

All values are in US Dollars.

(1) During the three months ended February 28, 2022, the Company issued 192,751 common shares at weighted average trading prices of $2.02. The common shares were issued pursuant to the exercise of 206,770 share options, of which 5,981 common shares were issued pursuant to the exercise of 20,000 share options on a net exercise basis.
(2) During the three months ended February 28, 2023, the Company issued 272,000 common shares at weighted average trading prices of $1.55.
--- ---

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

Three months<br><br> <br>ended<br><br> <br>February 28,<br><br> <br>2023 Three months<br><br> <br>ended<br><br> <br>February 28,<br><br> <br>2022
Risk-free interest rate - 1.39 %
Expected life (years) - 2.73
Expected volatility - 61.52 %
Expected dividend yield - 0.00 %
Estimated forfeiture rate - 3.13 %

14

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable at February 28, 2023, 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<br><br> <br>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)
0.78 - 0.96 1,837,500 0.75 1,837,500 0.75
0.97 - 1.57 2,664,500 1.61 2,542,000 1.48
1.58 - 1.60 4,145,500 4.74 1,036,375 4.74
1.61 - 1.83 2,498,750 3.70 1,876,250 3.70
1.84 - 3.38 2,404,325 2.69 2,313,010 2.64
13,550,575 3.03 9,605,135 2.41

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, 2023, was $695 (three months ended February 28, 2022: $638), using the Black-Scholes option pricing model.

9.4 Restricted Share Rights

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

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

15

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

Number of<br><br> <br>RSRs Weighted Average Value<br> ()
Balance at November 30, 2021 62,500
Vested^^ (12,500 )
Balance at February 28, 2022 50,000
Granted^^ 239,490
Vested^^ (60,064 )
Balance at November 30, 2022 229,426
Vested^^ (43,750 )
Balance at February 28, 2023^^ 185,676

All values are in US Dollars.

The fair value of the RSRs recognized as share-based compensation expense during the three months ended February 28, 2023 was $177 (three months ended February 28, 2022: $45).

9.5 U.S. GoldMining Inc. Equity Incentive Plan

On September 23, 2022, (the "Effective Date"), the Company's subsidiary, U.S. GoldMining Inc. ("USGMI"), domiciled in Nevada, adopted an equity incentive plan (the "Legacy Incentive Plan"). Unless sooner terminated by US GoldMining's board of directors, the Legacy Incentive Plan will terminate and expire on the tenth anniversary of the Effective Date. No award may be made under the Legacy Incentive Plan after its expiration date, but awards made prior thereto may extend beyond that date. The purpose of the Legacy Incentive Plan is to attract and retain the services of key employees, key contractors, and outside directors of US GoldMining and its subsidiaries. The Legacy Incentive Plan only provides for the grant of restricted stock awards. The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards shall be 1,000,000 shares of common stock in US GoldMining.

9.6 U.S. GoldMining Inc. Long-Term Incentive Plan

On February 6, 2023 (the "Effective Date"), US GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). Unless sooner terminated by US GoldMining's board of directors, the 2023 Incentive Plan will terminate and expire on the tenth anniversary of the Effective Date. No award may be made under the 2023 Incentive Plan after its expiration date, but awards made prior thereto may extend beyond that date.

The purpose of the 2023 Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of US GoldMining or its subsidiaries to remain in the service of US GoldMining or its subsidiaries, to extend to them the opportunity to acquire a proprietary interest in US GoldMining so that they will apply their best efforts for the benefit of US GoldMining, and to aid US GoldMining in attracting able persons to enter the service of US GoldMining and its subsidiaries. The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards.

The aggregate number of shares of US GoldMining's common stock issuable under the 2023 Incentive Plan in respect of awards is equal to 10% of the aggregate number of shares issued and outstanding determined as of the Effective Date, of which 100% of the available shares may be delivered pursuant to incentive stock options (the "ISO Limit"). Notwithstanding the foregoing, on the first trading date immediately following the issuance of any shares by US GoldMining to any person (the "Adjustment Date"), the number of shares of our common stock available under the 2023 Incentive Plan shall be increased so that the total number of shares issuable under the 2023 Incentive Plan shall be equal to 10% of the total number of shares issued and outstanding, as determined as of the Adjustment Date, provided that no such adjustment shall have any effect on the ISO Limit, except for any adjustments summarized below.

16

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Shares to be issued may be made available from authorized but unissued shares of common stock, shares of common stock held by US GoldMining in its treasury, or shares of common stock purchased by US GoldMining on the open market or otherwise. During the term of the 2023 Incentive Plan, US GoldMining, will at all times, reserve and keep enough shares of common stock available to satisfy the requirements of the 2023 Incentive Plan. If an award under the 2023 Incentive Plan is cancelled, forfeited or expires, in whole or in part, the shares subject to such forfeited, expired or cancelled award may again be awarded under the 2023 Incentive Plan.

Awards that may be satisfied either by the issuance of shares of common stock or by cash or other consideration shall be counted against the maximum number of shares of common stock that may be issued under the 2023 Incentive Plan only during the period that the award is outstanding or to the extent the award is ultimately satisfied by the issuance of shares of common stock. Shares of common stock otherwise deliverable pursuant to an award that are withheld upon exercise or vesting of an award for purposes of paying the exercise price or tax withholdings shall be treated as delivered to the participant and shall be counted against the maximum number of available shares. Awards will not reduce the number of shares of common stock that may be issued, however, if the settlement of the award will not require the issuance of shares of common stock. Only shares forfeited back to US GoldMining, shares cancelled on account of termination, or expiration or lapse of an award, shall again be available for grant of incentive stock options under the 2023 Incentive Plan, but shall not increase the maximum number of shares described above as the maximum number of shares of common stock that may be delivered pursuant to incentive stock options.

9.7 U.S. GoldMining Inc. Restricted Shares

On September 23, 2022, US GoldMining granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted Shares") of common stock under the Legacy Incentive Plan to certain of US GoldMining's and GoldMining's executive officers, directors and consultants.

The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to US GoldMining without the requirement of any further consideration. Assuming completion of US GoldMining's initial public offering ("IPO"), these conditions are:

(a) with respect to 15% of the performance based restricted shares of common stock, if US GoldMining has not completed equity financing(s) in an aggregate amount of at least US$15,000,000 prior to or concurrently with the earlier of: (i) the date that is two years after the date of grant of such award; and (ii) the occurrence of a liquidation event, as such term is defined in the Legacy Incentive Plan, or any merger with or sale of US GoldMining's outstanding shares or all or substantially all of US GoldMining's assets to a third-party, referred to as an "Exit Transaction", provided that, for greater certainty, the following shall not be considered an Exit Transaction: (A) any amalgamation, merger or consolidation of US GoldMining's business with or into a related entity; (B) a transaction undertaken solely for the purpose of changing US GoldMining's place of domicile or jurisdiction of incorporation; (C) an equity financing; and (D) completion of an initial public offering, spin-off from GoldMining or other going public transaction, referred to as an "IPO Event";
(b) with respect to 15% of the performance based restricted shares of common stock, an IPO Event has not occurred that values US GoldMining's business at a minimum of US$100,000,000 prior to the date that is two years after the date of grant of such award;
(c) with respect to 15% of the performance based restricted shares of common stock, if the recipient of such award ceases to be US GoldMining's or US GoldMining's affiliates' director, officer, employee or consultant, as applicable, at any time during the period from the date of grant of such award until the date that is two years after the date of grant;

17

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
(d) with respect to 15% of the performance based restricted shares of common stock, if US GoldMining has not re-established camp at the Whistler Project and performed a minimum of 10,000 meters of drilling prior to the date that is three years after the date of grant of such award;
--- ---
(e) with respect to 15% of the performance based restricted shares of common stock, if US GoldMining has not achieved a share price of US$15.00 prior to the date that is four years after the date of grant of such award;
(f) with respect to 15% of the performance based restricted shares of common stock, if US GoldMining has not achieved a US$250,000,000 market capitalization, based on the number of shares of US GoldMining's outstanding common stock multiplied by the volume-weighted average price for any applicable five (5) consecutive trading day period on the principal stock exchange on which US GoldMining's common stock is listed prior to the date that is five years after the date of grant of such award; or
(g) with respect to 10% of the performance based restricted common stock, if US GoldMining has not achieved a share price of US$25.00 prior to the date that is six years after the date of grant of such award.

During the three months ended February 28, 2023, the Company recognized share-based compensation expense of $3 (three months ended February 28, 2022 - $nil) related to US GoldMining's Restricted Shares.

As at February 28, 2023 no performance conditions have been met.

10. Financial Instruments

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

18

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
10.1 Financial Risk Management Objectives and Policies
--- ---

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

10.2 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,
2023
() ($)
Assets **** ****
United States Dollar 66,959 80,053
Brazilian Real 25 44
Colombian Peso 223 392
Total 67,207 80,489

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 $7,232.

The impact of a Canadian dollar change against the United States Dollar on the investment in GRC by 10% at February 28, 2023 would have an impact, net of tax, of approximately $5,386 on other comprehensive loss for the three months ended February 28, 2023. The impact of a Canadian dollar change against the United States Dollar on the Company's other financial instruments based on balances at February 28, 2023 would have an impact of $230 on net loss for the three months ended February 28, 2023.

10.3 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 exposure to interest rate risk arises from the impact of interest rates on its cash, guaranteed investment certificates, lease liabilities and margin loan payable, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash and cash equivalents and lease liabilities are minimal. The Company's margin loan bears a floating interest rate and an increase (decrease) of 10 basis points in the 3-month USD Adjusted Term SOFR would not have a significant impact on net loss for the three months ended February 28, 2023. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

10.4 Credit Risk

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

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents with Schedule I chartered banks in Canada and their US affiliates.

19

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
10.5 Liquidity Risk
--- ---

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities.  To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations.  As at February 28, 2023, the Company has working capital (current assets less current liabilities) of $88.  The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities, margin loan and withholding taxes payable are expected to be realized or settled within a one-year period.

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company owns 21.22 million shares of NYSE listed Gold Royalty Corp. (closing share price as of February 28, 2023 of US$2.15 reflects a value of US$45.6 million), 12.56 million shares of NevGold (value of $4.6 million) and received dividends of $287 from GRC during the three months ended February 28, 2023. GoldMining believes that its cash on hand, access to its ATM Program and ability to enter into future borrowings collateralized by the GRC and NevGold shares after the maturity of the existing Facility will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

10.6 Equity Price Risk

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at February 28, 2023, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $5,386 on other comprehensive loss for the three months ended February 28, 2023.

11. Related Party Transactions
11.1 Related Party Transactions
--- ---

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

● The Company granted Options to a direct family member of its Chairman and the fair value of the Options recognized as expense during the three months ended February 28, 2023 was $nil (three months ended February 28, 2022: $7), using the Black-Scholes option pricing model.
● During the three months ended February 28, 2023, the Company incurred $11 (three months ended February 28, 2022: $36) 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. $5 was payable to such related party as at February 28, 2023 (November 30, 2022: $nil).
--- ---

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2023, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

20

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
11.2 Transactions with Key Management Personnel
--- ---

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three months ended February 28, 2023:

For the three months ended
February 28,
2023
() ($)
Management fees 44 41
Director and officer fees 97 63
Share-based compensation 487 342
Total 628 446

All values are in US Dollars.

As at February 28, 2023, $24 was payable to key management personnel for services provided to the Company (November 30, 2022: $170). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

12. 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
As at February 28,
2023
() () () ($)
Canada 74,985 85,814 8,160 10,759
Colombia 30,137 29,411 16 12
Brazil 14,882 14,762 87 89
Peru 7,180 7,056 - -
United States 1,086 1,088 1,762 1,378
Total 128,270 138,131 10,025 12,238

All values are in US Dollars.

Total operating loss (income)
For the three months ended
February 28, 2023 February 28, 2022
() ($)
Canada 3,130 2,791
Colombia 403 286
Brazil 208 161
Peru 4 3
United States (11 80
Total 3,734 3,321

All values are in US Dollars.

13. Commitments

Boa Vista Joint Venture Project

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

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of Boa Vista Gold Inc. ("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%.

21

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

The Company is actively negotiating to modify the payment due in December 2022 to a mutually agreeable alternative with amended agreement terms to extend the time period for making a final payment.

Surubim Project

Jarbas Agreement

The Company was required to make the following remaining payment:

● US$628,660 (payable in R$ equivalent) in December 2022 (see below).

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.

The Company is actively negotiating to modify the payment due in December 2022 to a mutually agreeable alternative with amended agreement terms to extend the time period for making a final payment.

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 aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon the National Mining Agency (Agência Nacional de Mineração or ANM) granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina 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. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

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

● US$162,500 in May 2023.
● US$162,500 in December 2023.
--- ---
● US$162,500 in May 2024.
--- ---

22

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>For the three months ended February 28, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

In addition to the aforementioned agreements, as of February 28, 2023, 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 $17 related to low value assets and $36 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.

23

ex_498707.htm

Exhibit 99.2

img01.jpg

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2023

(Expressed in Canadian dollars unless otherwise stated)

April 12, 2023

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations for the three months ended February 28, 2023, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended February 28, 2023, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2022, copies of which are available under the Company's profile at www.sedar.com.

The Company's unaudited condensed consolidated interim financial statements for the three months ended February 28, 2023 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 12, 2023.

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

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) the Company's expectations and plans regarding the launch of U.S. GoldMining Inc. ("US GoldMining") and the completion of its IPO (as defined herein); (iii) capital requirements and ability to obtain requisite financing; (iv) expectations respecting the receipt of necessary licences and permits, including obtaining extensions thereof; and (v) the Company's strategy and future business plans. 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 Company's ability to complete the IPO as expected or at all; (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; (v) 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; (vi) the timing and ability to obtain requisite operational, environmental and other licences, permits and approvals, including extensions thereof; and (vii) the value of publicly traded securities held by the Company. 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 and market 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, licences 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; (xiv) fluctuations in the market price of publicly traded securities held by the Company; and (xv) other risks and uncertainties listed in the Company's public filings, including those set out under "Risk Factors" in the AIF.

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.

1

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

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-stage 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 São Jorge, Cachoeira, Surubim, Boa Vista, and Batistão, Montes Aureos and Trinta Gold Projects, located in the States of Pará, Mato Grosso and Maranhão, Brazil, respectively; the Crucero Gold Project, located in the Department of Puno, Peru; the Almaden Gold Project, located in Idaho, United States, which is subject to an option to a subsidiary of NevGold Corp. ("NevGold"); and the Yellowknife Gold Project and Rea Uranium Project, located in Northwest Territories and Alberta, Canada, respectively.

The Company's common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange under the symbol "GOLD", on the 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 of acquiring and developing gold assets in the Americas is premised on a disciplined execution strategy of advancing the existing portfolio including pursuing partnerships and joint ventures, while also continuing to evaluate accretive acquisition opportunities and potential spin-outs and property divestiture opportunities.

Recent Developments

Advancement of the Whistler Gold-Copper Project

On February 28, 2022, the Company announced that its board of directors had approved a strategy to advance the Whistler Gold-Copper Project ("Whistler Project" or "Whistler"), located in Alaska as a separate company that would conduct an initial public offering ("IPO") or similar transaction.

Since the date of such announcement, the Company has taken steps to progress this strategy, including the appointment of Tim Smith as Chief Executive Officer of US GoldMining and the appointment of six directors to the board of US GoldMining.

In September 2022, US GoldMining issued 635,000 performance-based restricted common shares to directors, officers and other personnel, representing approximately 6.3% of the outstanding shares of the entity. The performance based restricted shares are subject to restrictions and forfeiture if such performance conditions are not met within applicable periods.

On February 27, 2023, the Company announced the launch of US GoldMining's proposed IPO. The completion of the IPO is subject to customary conditions and there can be no assurance that it will be completed as contemplated or at all.

2

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Option of Almaden Project and Strategic Investments in NevGold Corp.

On July 4, 2022, pursuant to an option agreement (the "Option Agreement") with NevGold and its subsidiary, the Company's subsidiary granted an option to acquire 100% of the Almaden Project to NevGold's subsidiary in consideration for 4,444,444 common shares of NevGold ("NevGold Shares"). On January 1, 2023, pursuant to the Option Agreement, NevGold satisfied a $1.5 million option payment by issuing to GoldMining's subsidiary 3,658,526 NevGold Shares. Under the Option Agreement, additional option payments of $1.5 million and $3.0 million must be made on or before July 1, 2023 and January 1, 2024, respectively in order for NevGold to exercise the option. The Option Agreement provides for certain qualifying expenditures to be completed by NevGold to exercise the Option along with additional success-based contingent payments totalling up to $7.5 million. Please refer to the AIF for additional information.

In connection with the transaction, GoldMining agreed to, subject to certain conditions, purchase additional NevGold equity in an amount to the lesser of $1.25 million and 40% of the total gross proceeds raised by NevGold in certain qualifying financings announced prior to November 30, 2022. In connection therewith, on December 5, 2022, GoldMining acquired 2,976,000 units ("Units") of NevGold at a price of $0.42 per Unit in a brokered private placement, for a total purchase price of $1.25 million. Each Unit, consisted of one NevGold Share and one-half of one warrant (each whole warrant, a "Warrant") of NevGold. Each Warrant entitles the holder to purchase one NevGold Share at an exercise price of $0.60 until December 5, 2024. GoldMining currently holds 12,560,661 NevGold Shares and 1,488,100 Warrants.

At-the-Market Equity Program

On December 30, 2022, the Company announced an updated at-the-market equity distribution program (the "ATM Program"). The ATM Program allows the Company to distribute up to US$50.0 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares"). Sales of ATM Shares through the ATM Program will be made pursuant to an equity distribution agreement dated December 30, 2022 with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Haywood Securities, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC (collectively, the "Agents"). The ATM Shares sold under the ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Unless earlier terminated by the Company or the agents as permitted therein, the ATM Program will terminate upon the earlier of: (i) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50.0 million (or the equivalent in Canadian dollars); or (ii) November 27, 2023.

During the three months ended February 28, 2023, the Company issued a total of 4,139,920 ATM Shares under the ATM Program for gross proceeds of $7.6 million. Aggregate gross proceeds raised over the three months ended February 28, 2023, were approximately $1.8 million on the TSX (representing net proceeds of $1.7 million) and US$4.3 million on the NYSE (representing net proceeds of US$4.2 million), and the Agents were paid aggregate commissions on such sales of approximately $0.04 million and US$0.1 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

Subsequent to the three months ended February 28, 2023, the Company has not issued ATM Shares under the ATM Program.

3

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Update on Material Properties

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 prioritized projects (the "Strategic Review Process"). To date, pursuant to this Strategic Review Process, the Company has identified additional studies and reports to be completed at certain of its properties as detailed below. Such work may include undertaking additional studies, economic assessments and/or exploration and development work.

The Company currently plans to continue to maintain each of its existing projects in good standing.

La Mina Gold-Copper Project

During the three months ended February 28, 2023, the Company incurred $0.2 million of expenditures on the La Mina Project, which included expenditures for its camp maintenance costs, consulting fees to vendors that provided geological and technical services including work on an updated Mineral Resource Estimate, payroll and personnel expenses and surface rights lease payments.

On January 23, 2023, the Company announced an updated Mineral Resource Estimate ("MRE") subsequent to additional drilling on the La Garrucha concession at the La Mina Project. The MRE includes a maiden resource estimate on the La Garrucha deposit which incorporates drilling completed by the Company in 2022. On the strength of this updated MRE, the Company has announced that it plans on updating the La Mina PEA, which is expected to be complete on or around mid-2023.

On February 27, 2023, the Company filed a technical report including such updated MRE titled "NI 43-101 Technical Report and Preliminary Economic Assessment for the La Mina Project, Antioquia, Republic of Colombia" dated effective December 20, 2022. For further information regarding the La Mina Project, including the PEA disclosed above, please refer to such technical report, a copy of which is available under the Company's profile at www.sedar.com.

São Jorge Gold Project

During the three months ended February 28, 2023, the Company incurred $0.05 million 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.

A review of the geological and resource models for the deposit continues to integrate the new information obtained from the core sampling program that was completed in 2022 as well as some localized soil sampling programs. This new information will assist in better constraining the geological and resource model for the deposit and help identify additional exploration targets. The Company has also initiated a program with third party consultants to compile and interpret an existing database of geophysical surveys and data completed by previous operators.

The Company is currently evaluating a potential exploration program in 2023 to investigate numerous targets identified with geophysical and soil gold anomalies distributed throughout the property focusing within a five-kilometre radius of the existing São Jorge deposit. Additionally, the recent announcement made by Serabi Gold PLC, of the discovery of porphyry-style mineralization in the Tapajós region has opened a new perspective for exploration on the São Jorge property for this previously unidentified style of deposit. The Company has not finalized any exploration plans as of the date hereof.

4

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Whistler Gold-Copper Project

During the three months ended February 28, 2023, the Company incurred $0.17 million of expenditures on the Whistler Project which included consulting fees to vendors that provided geological, environmental, permitting, regulator and community stakeholder engagements and other technical services and camp maintenance costs.

US GoldMining, the Company's subsidiary that owns the Whistler Project, is currently pursuing an IPO. See "Recent Developments". US GoldMining currently intends to pursue planned exploration activities upon completion of its IPO.

In January 2023, US GoldMining was granted, through staking, 73 new claims in Alaska from the Division of Mining, Land and Water, Alaska Department of Natural Resources (DNR). The claims are ancillary to the core property which contains the Whistler, Raintree and Island Mountain mineral resources. The new claims provide flexibility for possible future exploration or operational needs. There is no known extension of mineral resources or unclassified mineralization or interpreted geological prospectivity underlying the new claims. Currently US GoldMining has no immediate plans for exploration on these claims, however they will be assessed in the future for possible work programs.

US GoldMining's currently planned exploration program consists of approximately 15,000-meters of drilling, surface exploration including soil geochemical sampling and geophysical surveying, and collection of mine planning and mineral processing information including metallurgical, geotechnical and hydrogeological data. Additional environmental baseline data collection, as well as heritage surveying, including archaeological and traditional land use studies, are also expected to take place in 2023.

Titiribi Gold-Copper Project

During the three months ended February 28, 2023, the Company incurred $0.06 million of expenditures on the Titiribi Project, which included expenditures for camp maintenance costs, payroll and personnel expenses and surface rights lease payments. The Company maintains the Titiribi Project in good standing. The Company had initially proposed a work program which included a drill program to be completed in 2022, however the program has received approval for deferral from Antioquia's Secretary of Mines. A deferral of this program was submitted as a result of restrictions due to the COVID-19 pandemic, as well as recent proceedings of the local municipality, described in further detail below, which was granted and extends to April 2024. With the granting of the deferral, the initially planned work program will be deferred as the Company focuses on higher priority projects.

In August 2021, the Municipal Council of Titiribi issued a Territorial Ordinance Scheme which prohibits mining and mineral exploitation activities in the municipality. The Company believes that the Territorial Ordinance Scheme is unconstitutional and outside the authority of the municipality. As such, the Company plans to challenge this decision of the municipality through appropriate proceedings on the same basis as the prior successful challenge of the municipality's similar actions in 2017 and 2018. While the Company believes that it will be successful based on the advice of its local counsel and past precedent, there can be no assurance that it will be successful in such proceedings, which are subject to the risks normally associated with such legal proceedings, generally.

Long-term Investments

Investment in Gold Royalty Corp.

As at February 28, 2023, the Company owns 21,223,291 shares of Gold Royalty Corp. ("GRC"), which is listed on the NYSE American. The shares owned by the Company had a fair value of $62.3 million at February 28, 2023.

5

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Investment in NevGold Corp.

As at February 28, 2023, the Company owns 12,560,661 shares of NevGold, which are listed on the TSX Venture exchange. The shares owned by the Company had a fair value of $4.6 million. Additionally, the Company owns 1,488,100 warrants in NevGold with an exercise price of $0.60 until December 5, 2024.

Results of Operations

Three months ended February 28, 2023, compared to the three months ended February 28, 2022

For the three months ended February 28, 2023, the Company had an operating loss of $3.7 million, compared to an operating loss of $3.3 million for the same period of 2022. The increase in operating loss was primarily the result of an increase in general and administrative expenses and professional fees, offset by a recovery on the grant of a mineral property option on the Almaden Project.

General and administrative expenses were $1.7 million in the three months ended February 28, 2023, compared to $1.4 million in the three months ended February 28, 2022. This increase was primarily the result of higher investor communications, marketing, travel and regulatory expenses.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $0.4 million in the three months ended February 28, 2023, compared to $0.3 million in the same period of 2022. This increase was primarily due to the hiring of additional staff, including the Company's VP Exploration and CEO of US GoldMining and the addition of a director to the Company's board.

Exploration expenses were $0.6 million in the three months ended February 28, 2023, compared to $0.3 million in the three months ended February 28, 2022. This increase was primarily due to costs associated with updating the MRE at the La Mina Project resulting from exploratory drilling on the La Garrucha target and consulting fees incurred for the Whistler Project.

Exploration expenditures incurred in the three months ended February 28, 2023, consisted primarily of: exploration and field expenses of $0.2 million compared to $0.1 million in the three months ended February 28, 2022; consulting fees to vendors who provided geological and technical services on the Company's projects, of $0.2 million, compared to $0.1 million in the three months ended February 28, 2022; payroll and employee expenses of $0.06 million, compared to $0.04 million in the three months ended February 28, 2022; and other exploration expenses which included land fees required to maintain the projects in good standing of $0.1 million, compared to $0.1 million in the three months ended February 28, 2022.

6

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Exploration expenditures on a project basis for the periods indicated were as follows:
For the three months ended
February 28,
2023
(in thousands of dollars) () () ($)
La Mina 244 137 2,931
Whistler 174 37 3,764
Titiribi 59 54 2,162
São Jorge 50 38 1,468
Yarumalito 30 9 196
Cachoeira 19 9 6,787
Yellowknife 16 32 1,285
Almaden 1 24 313
Crucero 1 - 436
Surubim - - 210
Other Exploration Expenses 5 7 3,722
Total 599 347 23,274

All values are in US Dollars.

Non-cash share-based compensation expenses were $0.9 million in the three months ended February 28, 2023, compared to $0.7 million in the three months ended February 28, 2022. The increase was primarily the result of a higher number of options vesting during the three months ended February 28, 2023, compared to the three months ended February 28, 2022. During the three months ended February 28, 2023, no options were granted (three months ended February 28, 2022: options were granted to employees and consultants of the Company, which had a weighted average exercise price of $1.89 per GoldMining Share and were valid for a weighted average period of 5 years from their grant dates).

Consulting fees paid to corporate development, information technology and human resources service providers were $0.07 million in the three months ended February 28, 2023, compared to $0.06 million in the three months ended February 28, 2022.

Professional fees were $1.2 million in the three months ended February 28, 2023, compared to $0.5 million in the three months ended February 28, 2022. The increase was primarily the result of increased fees for legal, accounting, tax and advisory services, associated with the launch of the IPO of US GoldMining.

For the three months ended February 28, 2023, the Company recognized a recovery on the grant of a mineral property option of $1.1 million, compared to $nil in the three months ended February 28, 2022. The recovery resulted from the receipt of NevGold Shares as an option payment from NevGold in the amount of $1.1 million for the Almaden Project, which had a carrying value of $nil.

Dividend income was $0.3 million in the three months ended February 28, 2023, compared to $nil in the three months ended February 28, 2022. The dividend income was comprised of the quarterly cash dividends paid by GRC on December 30, 2022.

For the three months ended February 28, 2023, the Company recognized a loss on modification of the BMO margin loan of $0.1 million, as a result of a $2.5 million (US$1.9 million) principal repayment of the credit facility.

Financing costs were $0.5 million in the three months ended February 28, 2023, compared to $0.4 million in the three months ended February 28, 2022. The increase was primarily the result of a higher interest rate on the Company's margin loan.

7

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

For the three months ended February 28, 2023, the Company recognized a deferred income tax expense of $2.0 million, compared to a deferred income tax recovery of $0.6 million for the three months ended February 28, 2022. The deferred tax expense during the three months ended February 28, 2023 resulted from the recognition of a deferred tax liability upon receipt of NevGold Shares pursuant to the Option Agreement, and remeasurement of common shares of GRC at fair value during the three months ended February 28, 2023. The deferred income tax recovery during the three months ended February 28, 2022 was recognized as a result of the Company's loss during the period, reducing the Company's deferred tax liability.

For the three months ended February 28, 2023, the Company recorded an unrealized loss on revaluation of long-term investments of $13.3 million in other comprehensive loss, compared to an unrealized loss of $25.9 million for the three months ended February 28, 2022 as a result of a decrease in the fair value of its long-term investments. The unrealized losses during the three months ended February 28, 2023 and 2022 were offset by deferred income tax recoveries of $1.8 million and $3.5 million respectively, during these periods. The long-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

During the three months ended February 28, 2023, the Company's net loss was $6.1 million, or $0.04 per share on a basic and diluted basis, compared to net loss of $3.1 million during the three months ended February 28, 2022, or $0.02 per share on a basic and diluted basis.

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 receive any revenues during such periods.

For the quarter ended Net income (loss) Basic income (loss) per share Diluted income (loss) per share
(in thousands of dollars, except per share amounts) () () ()
February 28, 2023 (6,112 (0.04 (0.04
November 30, 2022 (4,385 (0.03 (0.03
August 31, 2022 (2,878 (0.02 (0.02
May 31, 2022 (2,863 (0.02 (0.02
February 28, 2022 (3,074 (0.02 (0.02
November 30, 2021 5,919 0.04 0.04
August 31, 2021 (6,985 (0.05 (0.05
May 31, 2021 104,169 0.70 0.68

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 February 28, 2023, net loss was higher compared to other quarters as a result of increased activities and expenses associated with US GoldMining's IPO and a higher deferred tax expense, primarily associated with the Company's long-term investments. During the three months ended November 30, 2022, net loss was higher compared to other quarters as a result of increased activities and expenses associated with the US GoldMining's IPO and increased share-based compensation. During the three months ended November 30, 2021, the Company's positive net income was primarily the result of the Company's non-cash gain resulting from re-measuring its retained interest in GRC at the fair value of ownership interest in GRC on November 5, 2021. During the three months ended August 31, 2021, net loss was higher compared to other quarters as a result of the Company's share of loss in its then associate, GRC. During the three months ended May 31, 2021, the Company's positive net income was primarily the result of a non-cash gain resulting from re-measuring its retained interest in GRC at fair value following the loss of control of GRC as a subsidiary and the start of equity accounting on March 11, 2021, the date GRC completed its IPO.

8

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Liquidity and Capital Resources

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

As at February 28,
2023
(in thousands of dollars) () ()
Cash and cash equivalents 7,618 8,325
Working capital (deficit) 88 (1,791
Long-term investments 67,039 77,839
Total assets 137,020 147,329
Total current liabilities 8,662 10,989
Accounts payable and accrued liabilities 1,760 1,721
Total non-current liabilities 1,363 1,249
Shareholders' equity 126,995 135,091

All values are in US Dollars.

Capital resources of the Company consist primarily of cash, liquid short-term investments and long-term investments. As of February 28, 2023, the Company had cash and cash equivalents totalling $7.6 million compared to $8.3 million at November 30, 2022, and $1.1 million in other current assets compared to $0.9 million at November 30, 2022. The decrease in cash and cash equivalents was primarily the result of operating expenditures incurred, the purchase of $0.1 million of GRC shares and $1.3 million of NevGold shares and warrants as disclosed herein and interest and principal payments made on the margin loan during the three months ended February 28, 2023. As at February 28, 2023 the Company had long-term investments of $67.0 million compared to $77.8 million as at November 30, 2022. The decrease in the value of long-term investments was primarily the result of a decrease in the market price of publicly traded securities held by the Company.

As of February 28, 2023, the Company had a margin loan payable of $6.6 million compared to $8.8 million at November 30, 2022. The decrease was the result of a $2.5 million principal payment during the three months ended February 28, 2023. The Company had accounts payable and accrued liabilities of $1.8 million as of February 28, 2023, compared to $1.7 million at November 30, 2022. The increase in accounts payable and accrued liabilities of $0.1 million was primarily the result of additional professional fees incurred for the proposed launch of US GoldMining. As of February 28, 2023, the Company had working capital (current assets less current liabilities) of $0.1 million compared to a working capital deficit of $1.8 million at November 30, 2022.

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 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, licence application and extension fees and camp maintenance costs. 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.

On October 28, 2021, as amended on July 27, 2022 and October 27, 2022, the Company established a margin loan facility (the "Facility") for $13.4 million (US$10 million). The Facility: (i) is subject to an interest rate of 3-month USD Adjusted Term Secured Overnight Finance Rate ("SOFR") plus 5.65% per annum, with the unutilized portion of the Facility subject to a standby fee of 3.00% per annum; (ii) matures on the earlier of October 27, 2023 or an earlier repayment date in accordance with its terms; (iii) is secured by 20,700,000 shares of GRC owned by the Company; and (iv) is subject to customary loan-to-value and minimum share price requirements and conditions to drawdowns. In addition, the Company paid a one-time facility fee equal to 1.50% of the Facility. The Facility provided for a minimum outstanding advance of $9.4 million (US$7 million) and certain customary early repayment fees in the event that any portion of such minimum amount is repaid prior to maturity.

9

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

On February 28, 2023, in order to provide the Company greater capital flexibility, the Company and the lender modified the Facility, pursuant to which, among other things, the Company repaid $2.7 million (US$2.0 million) without incurring early pre-payment fees and the Facility's margin and pricing requirements were amended to provide greater flexibility to the Company in light of existing market conditions. The amended Facility provided for a minimum outstanding advance of $7.1 million (US$5.2 million).

The Company does not currently expect to make further drawdowns prior to the upcoming maturity of the Facility. Further drawdowns and additional availability under the Facility are subject to satisfying certain conditions, which would not be met as of the date hereof. As of February 28, 2023, the outstanding principal is $7.2 million (US$5.3 million).

The Company believes that cash on hand, its ATM Program and its holdings of publicly traded securities, will provide sufficient capital resources to meet the Company's 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 and debt financings. 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 as at February 28, 2023, including payments due for each of the next five years and thereafter.

Payments Due by Period
Contractual Obligations<br><br> <br>(in thousands of dollars) Total<br> () Less than 1 year<br> () 1 – 3 years<br> () 3 – 5 years<br> () After 5 years<br> ()
Margin Loan Payable^(1)^
Office and Storage Leases
Land Access Agreement
Mineral Rights Agreement - Boa Vista Project^(2)^
Mineral Property Option Agreement - Surubim Project^(3)^
Total Contractual Obligations

All values are in US Dollars.

(1) Payment is converted from US$4.83 million to C$6.59 million using the period end exchange rate of US$0.7328/C$1.
(2) Payment is converted from R$3.22 million to C$0.84 million using the period end exchange rate of R$3.8373/C$1.
--- ---
(3) Payment is converted from US$0.63 million to C$0.86 million using the period end exchange rate of US$0.7328/C$1.
--- ---

General and Administrative

The Company is renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $0.3 million, which includes $0.02 million related to low value assets and $0.03 million related to short-term leases on the date of initial application. The remaining $0.25 million 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, 2023.

10

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Commitments

Boa Vista Joint Venture Project

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

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on August 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$3.62 million in September 2018 to the counterparty thereunder. In August 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$0.40 million in August 2019 to the counterparty and a further R$3.22 million ($0.84 million) was 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.

The Company is actively negotiating to modify the payment that was due in December 2022 to a mutually agreeable alternative with amended agreement terms to extend the time period for making a final payment.

Surubim Project

Jarbas Agreement

The Company is required to make the following remaining payments:

● US$0.63 million (payable in R$ equivalent) in December 2022.

The Company is actively negotiating to modify the payment that was due in December 2022 to a mutually agreeable alternative with amended agreement terms to extend the time period for making a final payment.

If the Company's subsidiary fails to make the aforementioned payment, 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 aggregate consideration of US$0.85 million. Pursuant to this agreement, a cash payment of US$0.65 million 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. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

11

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

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, July 10, 2020 and September 27, 2022, the Company can acquire the La Garrucha concession by making the following remaining optional payments:

● US$0.16 million in May 2023.
● US$0.16 million in December 2023.
--- ---
● US$0.16 million in May 2024.
--- ---

Cash Flows

Operating Activities

Net cash used in operating activities during the three months ended February 28, 2023, was $3.9 million, compared to $2.5 million in the three months ended February 28, 2022. 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, exploration expenditures, and professional fees, which includes increased costs associated with the IPO of US GoldMining.

Investing Activities

Net cash used in investing activities during the three months ended February 28, 2023 was $1.6 million, compared to $0.1 million during the three months ended February 28, 2022. The net cash used in investing activities during the three months ended February 28, 2023 was primarily related to an investment in GRC shares in the amount of $0.1 million compared to $nil during the three months ended February 28, 2022, investment in NevGold shares in the amount of $1.3 million compared to $nil during the three months ended February 28, 2022 and an investment in exploration and evaluation assets as an option payment of $0.2 million was made for the La Garrucha concession compared to $nil during the three months ended February 28, 2022.

Financing Activities

Net cash provided by financing activities during the three months ended February 28, 2023, was $4.7 million, compared to $0.1 million during the three months ended February 28, 2022. Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's At-the-Market offering during the three months ended February 28, 2023 in the amount of $7.4 million compared to $nil in the same period of the prior year, exercise of options during the three months ended February 28, 2023, in the amount of $0.3 million compared to $0.3 million during the three months ended February 28, 2022, interest paid on the margin loan of $0.5 million compared to $0.2 million during the three months ended February 28, 2022, and a principal repayment of margin loan in the amount of $2.5 million compared to $nil during the three months ended February 28, 2022.

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.

12

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Transactions with Related Parties

Related Party Transactions

During the three months ended February 28, 2023, the Company incurred the following related party transactions:

● the Company granted Options to a direct family member of its Chairman and the fair value of the Options recognized as expense during the three months ended February 28, 2023 was $nil, compared to $0.01 million during the three months ended February 28, 2022, using the Black-Scholes option pricing model.
● the Company incurred $0.01 million, compared to $0.04 million for the three months ended February 28, 2022, 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 the Company's Chairman and are within industry standards. $0.005 million was payable to such related party as at February 28, 2023 compared to $nil as at November 30, 2022.
--- ---

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2023, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three months ended February 28, 2023:

For the three months ended
February 28,
2023
(in thousands of dollars) () ($)
Management fees 44 41
Director and officer fees 97 63
Share-based compensation 487 342
Total 628 446

All values are in US Dollars.

As at February 28, 2023, $0.02 million was payable to key management personnel for services provided to the Company compared to $0.17 million as at November 30, 2022. Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

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

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.

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. As at February 28, 2023, the Company concluded no impairment indicators exist for any of its exploration and evaluation assets.

13

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Changes in, and Initial Adoption of, Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year.

Financial Instruments and Risk Management

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

Financial Risk Management Objectives and Policies

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

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.

14

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

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

As at February 28,
2023
(in thousands of dollars) () ($)
Assets **** ****
United States Dollar 66,959 80,053
Brazilian Real 25 44
Colombian Peso 223 392
Total 67,207 80,489

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 $7.2 million.

The impact of a Canadian dollar change against the United States Dollar on the investment in GRC by 10% at February 28, 2023 would have an impact, net of tax, of approximately $5.4 million on other comprehensive loss for the three months ended February 28, 2023. The impact of a Canadian dollar change against the United States Dollar on the Company's other financial instruments based on balances at February 28, 2023 would have an impact of $0.2 million on net loss for the three months ended February 28, 2023.

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 exposure to interest rate risk arises from the impact of interest rates on its cash, guaranteed investment certificates, lease liabilities and margin loan payable, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash and cash equivalents and lease liabilities are minimal. The Company's margin loan bears a floating interest rate and an increase (decrease) of 10 basis points in the 3-month USD Adjusted Term SOFR would not have a significant impact on net loss for the three months ended February 28, 2023. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

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 holding cash and cash equivalents with Schedule I chartered banks in Canada and their US affiliates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities.  To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations.  As at February 28, 2023, the Company has working capital (current assets less current liabilities) of $0.1 million.  The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities, margin loan and withholding taxes payable are expected to be realized or settled within a one-year period.

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company also owns 21.22 million shares of NYSE listed Gold Royalty Corp. (closing share price as of February 28, 2023 of US$2.15 reflects a value of US$45.6 million ($62.3 million)), 12.56 million shares of NevGold (value of $4.6 million) and received dividends of $0.3 million from GRC during the three months ended February 28, 2023. GoldMining believes that its cash on hand, access to its ATM Program and ability to enter into future borrowings collateralized by the GRC and NevGold shares after the maturity of the existing Facility will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

15

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at February 28, 2023, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $5.7 million on other comprehensive loss for the three months ended February 28, 2023.

Outstanding Share Data

As of the date hereof, the Company has 168,225,486 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 of the date of this MD&A are as follows:

Expiry Date Exercise/Grant Price<br> () Number Outstanding
April 20, 2023 200,000
November 26, 2023 1,755,000
January 2, 2024 2,500
January 14, 2024 50,000
April 10, 2024 5,000
June 25, 2024 25,000
August 7, 2024 1,829,250
November 25, 2024 230,250
July 8, 2025 50,000
August 1, 2025 150,000
August 31, 2025 50,000
September 24, 2025 200,000
November 19, 2025 1,515,000
August 25, 2026 100,000
November 11, 2026 2,498,750
November 24, 2026 140,000
December 7, 2026 25,000
January 17, 2027 18,945
January 18, 2027 50,000
April 7, 2027 100,000
June 20, 2027 25,000
June 29, 2027 50,000
July 7, 2027 25,000
July 15, 2027 75,000
October 24, 2027 5,000
November 24, 2027 4,145,500
13,320,195

All values are in US Dollars.

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

16

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three months ended February 28, 2023

Restricted Share Rights

As of the date of this MD&A, there are 185,676 restricted share rights outstanding, which are convertible into 185,676 GoldMining Shares in accordance with their terms.

Disclosure Controls and Procedures

The Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP"). The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The CEO and CFO have evaluated whether there were changes to the DCP during the three months ended February 28, 2023 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that

unauthorized acquisitions or dispositions of assets can be detected.

The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.

The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended February 28, 2023 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Risk Factors

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

Additional Information

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

17

ex_499966.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, 2023.
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, 2022 **** and ended on February 28, 2023 **** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
--- ---

Date: **** April 12, 2023

/s/ Alastair Still

Alastair Still

Chief Executive Officer

ex_499967.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, 2023.
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, 2022 **** and ended on February 28, 2023 **** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
--- ---

Date: **** April 12, 2023

/s/ Patrick Obara

Patrick Obara

Chief Financial Officer

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