GoldMining Inc 6-K, filed Oct 1, 2020

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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 October, 2020.

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Commission File Number: 001-39566

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GoldMining Inc.

(Translation of r egistrant's name into English)

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

(Address of principal executive office)

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

☐ Form 20-F	☒ Form 40-F

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

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

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

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

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EXHIBIT INDEX

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Exhibit<br><br> <br>Number	Description
99.1	News release dated October 1, 2020
99.2	Material change report dated October 1, 2020

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SIGNATURES

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

GOLDMINING INC.

By:     /s/ Pat Obara

Pat Obara

Chief Financial Officer

Date:  October 1, 2020

ex_205801.htm

Exhibit 99.1

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FOR IMMEDIATE RELEASE

GoldMining Announces Approval for Listing on NYSE

American and Inaugural trading date

Vancouver, British Columbia **** – October 1 , 2020 – GoldMining Inc. (the "Company" or "GoldMining") (TSX: GOLD; OTCQX: GLDLF) is pleased to announce that its common shares (the "Common Shares") have been approved for listing and trading on the NYSE American. The Company expects that its Common Shares will commence trading at market open on the NYSE American on October 6, 2020 under the symbol “GLDG” and will be delisted from the OTCQX.

The Common Shares will continue to trade on the Toronto Stock Exchange under the ticker symbol "GOLD".

Amir Adnani, Chairman, stated: "We are pleased to announce our listing on the NYSE American stock exchange, which will provide enhanced access to the world's largest and most liquid equity market, increasing our exposure to a larger and substantially more diverse audience of institutional and retail investors.

Recently, we have announced new strategic initiatives and taken important measures to further our strategy and leverage our expansive diversified portfolio of resource-stage gold projects. These included recent high-profile senior management appointments and the launch of Gold Royalty Corp., our royalty-focused subsidiary. Listing on the NYSE American constitutes an additional and significant step on the road to deliver exceptional value to our shareholders."

About GoldMining Inc.

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

For additional information, please contact:

GoldMining Inc.

Amir Adnani, Chairman

Garnet Dawson, CEO

Telephone: (855) 630-1001

Email: info@goldmining.com

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3

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Qualified Person

Paulo Pereira, President of GoldMining Inc. has reviewed and approved the technical information contained in this news release. Mr. Pereira holds a Bachelors degree in Geology from Universidade do Amazonas in Brazil, is a Qualified Person as defined in Canadian National Instrument 43-101 and is a member of the Association of Professional Geoscientists of Ontario.

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Forward-looking Statements

This document contains certain forward-looking statements that reflect the current views and/or expectations of GoldMining with respect to its business and future events , including statements with respect to the expected listing date on the NYSE American and the Company's long-term plans . Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which GoldMining operates. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: the Company continuing to meet the listing requirements of the NYSE American as at the expected time for commencement of trading, the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with GoldMiningꞌs expectations, title and permitting matters, fluctuating metal prices and uncertainties relating to the availability and costs of financing needed in the future. These risks, as well as others, including those set forth in GoldMiningꞌs Annual Information Form for the year ended November 30, 2019, management's discussion and analysis for the three months ended February 29, 2020 and other filings with Canadian securities regulators, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward looking information, will prove to be accurate. GoldMining does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3

ex_205802.htm

Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

1.	Name and Address of Company:

GOLDMINING INC.

1830-1030 West Georgia Street

Vancouver, BC V6E 2Y3

2.	Date of Material Change:

The material change described in this report occurred on October 1, 2020.

3.	News Release:

On October 1, 2020, GoldMining Inc. (the "Company") issued a news release through the facilities of CNW.

4.	Summary of Material Change:

The Company announced that commencing at market open on October 6, 2020, the Company expects that its common shares will trade on the NYSE American under the symbol "GLDG" and will be delisted from the OTCQX.

5.	Full Description of Material Change:
6.	The Company announced that commencing at market open on October 6, 2020, the Company expects that its common shares will trade on the NYSE American under the symbol "GLDG" and will be delisted from the OTCQX.
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7.	Reliance on Subsection 7.1(2) of National Instrument 51-102
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Not applicable.

8.	Omitted Information:

Not applicable.

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9.	Executive Officer:

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

Patrick Obara

Chief Financial Officer

Telephone: (604) 630-1000

10.	Date of Report:

October 1, 2020