GoldMining Inc 6-K, filed Oct 13, 2023

GoldMining Inc. (GLDG)

6-K 2023-10-13 For: 2023-10-31

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Added on April 06, 2026

About this 6-K

GoldMining Inc filed this 6-K on October 13, 2023.

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Exhibit Number	Description

99.1	Condensed consolidated interim financial statements for the three and nine months ended August 31, 2023 and 2022 (unaudited).
99.2	Management’s discussion and analysis for the three and nine months ended August 31, 2023.
99.3	Certification of interim filings – CEO, dated October 13, 2023.
99.4	Certification of interim filings – CFO, dated October 13, 2023.

			As at August 31,			As at November 30,
	Notes		2023			2022
			($)			($)
Assets
Current assets
Cash and cash equivalents		3		20,805			8,325
Restricted cash		3		118			-
Other receivables				546			374
Prepaid expenses and deposits		4		2,623			475
Short-term investment				13			24
Inventory				43			-
				24,148			9,198
Non-current assets
Reclamation deposits		10		494			524
Land, property and equipment		7		3,262			1,826
Exploration and evaluation assets		8		56,455			56,788
Investment in associate		6		6,337			-
Investment in joint venture				1,218			1,154
Long-term investments		5		42,338			77,839
				134,252			147,329

Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,008			1,721
Due to joint venture				30			28
Due to related parties		14		32			170
Lease liabilities				88			90
Withholding taxes payable				244			156
Margin loan payable		9		-			8,824
				1,402			10,989
Non-current liabilities
Lease liabilities				368			162
Rehabilitation provisions		10		778			791
Deferred tax liability				868			296
				3,416			12,238

Equity
Issued capital		11		169,542			150,879
Reserves		11		13,351			11,930
Retained earnings				26,971			27,984
Accumulated other comprehensive loss				(82,913	)		(55,702	)
Total equity attributable to shareholders of the Company				126,951			135,091
Non-controlling interests		12		3,885			-
				130,836			135,091
				134,252			147,329

			For the three months						For the nine months
			ended August 31,						ended August 31,
	Notes		2023			2022			2023			2022
			($)			($)			($)			($)
Expenses
Consulting fees				87			73			217			179
Depreciation		7		51			53			134			157
Directors' fees, salaries and benefits		14		475			352			1,421			954
Exploration expenses		8		2,629			1,146			3,928			2,217
General and administrative				2,204			937			5,940			3,371
Professional fees				277			686			3,033			1,912
Share-based compensation		11,12		498			236			2,402			1,352
Share of loss on investment in joint venture				20			29			33			51
Share of loss on investment in associate		6		66			-			66			-
Recovery on the receipt of mineral property option payments		8		(1,562	)		(1,379	)		(2,696	)		(1,379	)
				4,745			2,133			14,478			8,814
Operating loss				(4,745	)		(2,133	)		(14,478	)		(8,814	)

Other items
Dividend income				282			260			856			515
Unrealized loss on long-term investments		5		(70	)		-			(140	)		-
Loss on recognition of investment in associate		5		(892	)		-			(892	)		-
Gain on government loan forgiveness				-			-			-			10
Loss on modification of margin loan		9		(163	)		-			(422	)		-
Interest income				288			15			477			25
Other income				-			-			-			4
Accretion of rehabilitation provisions		10		(8	)		(6	)		(25	)		(11	)
Financing costs		9		(306	)		(480	)		(1,264	)		(1,282	)
Impairment of exploration and evaluation assets		8		(1,809	)		-			(1,809	)		-
Net foreign exchange loss (gain)				77			(452	)		83			(448	)
Net loss for the period before taxes				(7,346	)		(2,796	)		(17,614	)		(10,001	)
Current income tax expense				-			-			(15	)		-
Deferred income tax recovery (expense)				(2,278	)		(82	)		(5,181	)		1,186
Net loss for the period				(9,624	)		(2,878	)		(22,810	)		(8,815	)

Attributable to:
Shareholders of the Company				(9,064	)		(2,878	)		(22,100	)		(8,815	)
Non-controlling interests				(560	)		-			(710	)		-
Net loss for the period				(9,624	)		(2,878	)		(22,810	)		(8,815	)

Other comprehensive loss
Items that will not be subsequently reclassified to net income or loss:
Unrealized loss on short-term investments				(9	)		(14	)		(11	)		(24	)
Unrealized loss on long-term investments		5		(13,532	)		(7,300	)		(33,624	)		(62,892	)
Deferred tax recovery on long-term investments		5		1,861			986			4,573			8,490
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments				723			681			1,810			2,544
Total comprehensive loss for the period				(20,581	)		(8,525	)		(50,062	)		(60,697	)

Attributable to:
Shareholders of the Company				(19,980	)		(8,525	)		(49,311	)		(60,697	)
Non-controlling interests		12		(601	)		-			(751	)		-
Total comprehensive loss for the period				(20,581	)		(8,525	)		(50,062	)		(60,697	)


Net loss per share, basic and diluted				(0.05	)		(0.02	)		(0.13	)		(0.06	)


Weighted average number of shares outstanding, basic and diluted				173,490,578			155,105,640			169,720,079			152,614,721

														Accumulated			Attributable
											Retained			Other			to Shareholders			Non-
			Number of		Issued						Earnings			Comprehensive			of the			Controlling
	Notes		Shares		Capital			Reserves			(Deficit)			Loss			Company			Interests			Total
					($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2021				150,242,110		131,082			10,107			41,184			(6,669	)		175,704			-			175,704
Options exercised		11		686,501		1,510			(426	)		-			-			1,084			-			1,084
Restricted share rights vested		11		37,500		82			(82	)		-			-			-			-			-
At-the-Market offering:
Common shares issued for cash				5,448,932		9,198			-			-			-			9,198			-			9,198
Agents' fees and issuance costs				-		(230	)		-			-			-			(230	)		-			(230	)
Issued capital pursuant to acquisition of:
Exploration and evaluation assets				10,000		24			-			-			-			24			-			24
Share-based compensation		11		-		-			1,352			-			-			1,352			-			1,352
Other comprehensive loss				-		-			-			-			(51,882	)		(51,882	)		-			(51,882	)
Net loss for the period				-		-			-			(8,815	)		-			(8,815	)		-			(8,815	)
Balance at August 31, 2022				156,425,043		141,666			10,951			32,369			(58,551	)		126,435			-			126,435
Options exercised		11		5,000		6			(3	)		-			-			3			-			3
Restricted share rights vested		11		35,064		58			(58	)		-			-			-			-			-
At-the-Market offering:
Common shares issued for cash				7,204,711		9,254			-			-			-			9,254			-			9,254
Agents' fees and issuance costs				-		(230	)		-			-			-			(230	)		-			(230	)
Share-based compensation		11		-		-			1,040			-			-			1,040			-			1,040
Deferred tax benefits of share issuance costs				-		125			-			-			-			125			-			125
Other comprehensive income				-		-			-			-			2,849			2,849			-			2,849
Net loss for the period				-		-			-			(4,385	)		-			(4,385	)		-			(4,385	)
Balance at November 30, 2022				163,669,818		150,879			11,930			27,984			(55,702	)		135,091			-			135,091
Options exercised		11		651,493		1,092			(274	)		-			-			818			-			818
Restricted share rights vested		11		185,676		300			(300	)		-			-			-			-			-
US GoldMining
Net proceeds from Initial Public Offering		12		-		-			-			20,707			-			20,707			3,402			24,109
Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining		12		-		-			-			44			-			44			1,163			1,207
At-the-Market offering:
Common shares issued for cash		11		12,268,936		17,674			-			-			-			17,674			-			17,674
Agents' fees and issuance costs		11		-		(442	)		-			-			-			(442	)		-			(442	)
Share-based compensation		11,12		-		-			1,995			336			-			2,331			71			2,402
Deferred tax benefits of share issuance costs				-		39			-			-			-			39			-			39
Other comprehensive loss				-		-			-			-			(27,211	)		(27,211	)		(41	)		(27,252	)
Net loss for the period				-		-			-			(22,100	)		-			(22,100	)		(710	)		(22,810	)
Balance at August 31, 2023				176,775,923		169,542			13,351			26,971			(82,913	)		126,951			3,885			130,836

	For the nine months ended
	August 31,
	2023			2022
	($)			($)
Operating activities
Net loss for the period		(22,810	)		(8,815	)
Adjustments for items not involving cash:
Depreciation		134			157
Accretion		25			11
Financing costs		1,264			1,282
Share of loss on investment in joint venture		33			51
Share-based compensation		2,402			1,352
Unrealized loss on long-term investments		140			-
Loss on loan modification		422			-
Loss on recognition of investment in associate		892			-
Share of loss in associate		66			-
Gain on government loan forgiveness		-			(10	)
Deferred income tax expense (recovery)		5,181			(1,186	)
Impairment of exploration and evaluation assets		1,809			-
Recovery on the receipt of mineral property option payments		(2,696	)		(1,379	)
Net unrealized foreign exchange loss		52			260
Net changes in non-cash working capital items:
Inventory		(43	)		-
Other receivables		(172	)		(11	)
Prepaid expenses and deposits		(2,200	)		43
Accounts payable and accrued liabilities		(823	)		376
Withholdings taxes payable		88			-
Due to related parties		(138	)		26
Cash used in operating activities		(16,374	)		(7,843	)

Investing activities
Investment in exploration and evaluation assets		(501	)		(110	)
Purchase of long-term investments		(1,903	)		(4,986	)
Construction of camp structures		(1,272	)		-
Investment in joint venture		(34	)		(78	)
Purchase of equipment		(14	)		(35	)
Reclamation deposit		30			-
Cash used in investing activities		(3,694	)		(5,209	)

Financing activities
Net proceeds from At-the-Market offering		17,232			8,968
Net proceeds from US GoldMining IPO		24,256			-
Proceeds from US GoldMining warrant exercises		4,523			-
Proceeds from common shares issued upon exercise of options		818			1,084
Open market purchases of US GoldMining shares		(3,403	)		-
Payment of lease liabilities		(79	)		(81	)
Payment of government loan		-			(30	)
Principal payment of margin loan		(9,595	)		(3,696	)
Interest paid on margin loan		(884	)		(941	)
Transaction costs on modification of margin loan		(73	)		-
Cash generated from financing activities		32,795			5,304

Effect of exchange rate changes on cash		(247	)		83

Net increase (decrease) in cash and cash equivalents and restricted cash		12,480			(7,665	)
Cash and cash equivalents and restricted cash
Beginning of period		8,325			11,658
End of period		20,805			3,993

	August 31,		November 30,
	2023		2022
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		3,050		5,425
Term deposits		17,755		2,900
Total		20,805		8,325

	August 31, 2023		November 30, 2022
Advances⁽¹⁾	$	1,445	$	-
Deferred financing costs		-		127
Prepaid corporate development expenses		425		-
Prepaid insurance		406		105
Other prepaid expenses		347		243
Total	$	2,623	$	475

	August 31, 2023			November 30, 2022
Risk-free interest rate		4.64	%		-
Expected life (years)		1.27			-
Expected volatility		68.77	%		-
Estimated dividend yield		0.00	%		-

					As at November 30,											As at November 30,
					2021											2022
	Number of warrants		Number of shares		Fair value ($)		Additions ($)		Unrealized Gains (Losses) (FVTOCI) ($)			Unrealized Gains (Losses) (FVTPL) ($)		Derecognition of investment measured at FVTOCI ($)		Fair Value ($)
Investment in GRC		-		21,178,659		130,090		5,187		(59,720	)		-		-		75,557
Investment in NevGold - shares		-		5,925,925		-		3,489		(1,207	)		-		-		2,282
						130,090		8,676		(60,927	)		-		-		77,839

Balance at November 30, 2022	$	-
Investment in NevGold - July 13, 2023		6,335
Share of loss in NevGold		(66	)
Share of OCI in NevGold		68
Balance at August 31, 2023	$	6,337

								Right-of-
								Use Assets
			Buildings and			Office		(Office and)			Exploration
	Land		Camp Structures			Equipment		warehouse space)			Equipment		Vehicles		Total
	($)		($)			($)		($)			($)		($)		($)
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
Additions		-		1,272			14		444			-		-		1,730
Disposition		-		-			-		(356	)		-		-		(356	)
Change in reclamation estimate		-		(17	)		-		-			-		-		(17	)
Impact of foreign currency translation		8		8			9		1			3		3		32
Balance at August 31, 2023		1,068		2,426			209		605			243		368		4,919

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		-		39			19		76			-		-		134
Disposition									(195	)						(195	)
Impact of foreign currency translation		-		5			3		-			3		3		14
Balance at August 31, 2023		-		718			192		136			243		368		1,657


Net Book Value
At November 30, 2022		1,060		489			16		261			-		-		1,826
At August 31, 2023		1,068		1,708			17		469			-		-		3,262

	For the three months ended						For the nine months ended
	August 31,						August 31,
	2023			2022			2023			2022
	($)			($)			($)			($)

Balance at the beginning of period		58,232			56,319			56,788			54,475
Mineral rights and property acquired		-			-			-			134
Mineral property option payment		-			-			501			-
Mineral property option grant		-			(1,152	)		-			(1,152	)
Impairment of exploration and evaluation assets		(1,809	)		-			(1,809	)		-
		56,423			55,167			55,480			53,457
Change in reclamation estimate		(7	)		(12	)		(24	)		(23	)
Foreign currency translation adjustments		39			638			999			2,359
Balance at the end of period		56,455			55,793			56,455			55,793

										For the period from
	For the three months ended					For the nine months ended				incorporation,
	August 31,					August 31,				September 9, 2009, to
	2023		2022			2023		2022		August 31, 2023
	($)		($)			($)		($)		($)
Whistler		1,982		156			2,433		242		6,023
La Mina		110		723			476		1,258		3,163
São Jorge		174		68			307		199		1,725
Yarumalito		84		16			205		40		371
Crucero		181		119			182		119		617
Titiribi		70		67			180		207		2,283
Rea		5		5			65		23		362
Cachoeira		7		6			44		26		6,812
Yellowknife		16		12			34		55		1,302
Almaden		-		(27	)		2		47		314
Surubim		-		-			-		-		210
Other Exploration Expenses		-		1			-		1		3,419
Total		2,629		1,146			3,928		2,217		26,601

	US$			$
Balance at November 30, 2021		9,767			12,482
Principal repayment		(2,882	)		(3,696	)
Interest expense		994			1,270
Interest paid		(739	)		(941	)
Unrealized foreign exchange gain		-			260
Balance at August 31, 2022		7,140			9,375
Less: transaction costs and fees		(150	)		(203	)
Interest expense		342			462
Interest paid		(138	)		(190	)
Gain on modification of margin loan		(615	)		(834	)
Unrealized foreign exchange loss		-			214
Balance at November 30, 2022		6,579			8,824
Less: transaction costs and fees		(54	)		(73	)
Principal repayment		(7,118	)		(9,595	)
Interest expense		931			1,254
Interest paid		(652	)		(884	)
Loss on modification of margin loan		314			422
Unrealized foreign exchange loss		-			52
Balance at August 31, 2023		-			-

	Restricted Shares ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2021		37			6,529			3,541		10,107
Options exercised		-			(426	)		-		(426	)
Restricted share rights vested		(82	)		-			-		(82	)
Share-based compensation		75			1,277			-		1,352
Balance at August 31, 2022		30			7,380			3,541		10,951
Options exercised		-			(3	)		-		(3	)
Restricted share rights vested		(58	)		-			-		(58	)
Share-based compensation		63			977			-		1,040
Balance at November 30, 2022		35			8,354			3,541		11,930
Options exercised		-			(274	)		-		(274	)
Restricted share rights vested		(300	)		-			-		(300	)
Share-based compensation		318			1,677			-		1,995
Balance at August 31, 2023		53			9,757			3,541		13,351

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2021		12,444,150			1.63
Granted		543,945			1.71
Exercised⁽¹⁾		(700,520	)		1.59
Cancelled/Forfeited		(167,500	)		1.96
Expired		(2,205,000	)		1.71
Balance at August 31, 2022		9,915,075			1.62
Granted		4,150,500			1.60
Exercised		(5,000	)		0.78
Cancelled/Forfeited		(25,000	)		2.25
Expired		(32,500	)		1.55
Balance at November 30, 2022		14,003,075			1.61
Granted		125,000			1.38
Exercised⁽²⁾		(657,000	)		1.26
Cancelled/Forfeited		(17,500	)		1.83
Expired		(293,380	)		1.61
Balance at August 31, 2023		13,160,195			1.63

	Nine months ended August 31, 2023			Nine months ended August 31, 2022
Risk-free interest rate		3.98	%		2.73	%
Expected life (years)		2.83			2.82
Expected volatility		55.97	%		61.94	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.13	%		4.39	%

	Options Outstanding						Options Exercisable
Exercise Prices	Number of Options Outstanding		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)		Number of Options Exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
$0.78 - $0.96		1,837,500		0.79		0.25		1,837,500		0.79		0.25
$0.97 - $1.57		2,432,000		1.10		1.42		2,304,500		1.09		1.25
$1.58 - $1.60		4,118,000		1.60		4.23		2,045,250		1.60		4.23
$1.61 - $1.83		2,498,750		1.83		3.20		2,498,750		1.83		3.20
$1.84 - $3.38		2,273,945		2.71		2.33		2,248,945		2.71		2.32
		13,160,195		1.63		2.63		10,934,945		1.64		2.31

	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2021		62,500			2.04
Vested		(37,500	)		2.17
Balance at August 31, 2022		25,000			1.83
Granted		239,490			1.60
Vested		(35,064	)		1.68
Balance at November 30, 2022		229,426			1.61
Vested		(185,676	)		1.62
Balance at August 31, 2023		43,750			1.60

	August 31,
	2023
	($)
Assets
Cash and cash equivalents		18,611
Restricted cash		118
Prepaid expenses and deposits		2,078
Other receivables		199
Inventory		43
Camp structures		1,274
Right-of-use assets		218
		22,541

Liabilities
Accounts payable and accrued liabilities		326
Due to related parties		5
Rehabilitation provision		306
Withholdings taxes payable		244
Lease liability		208
		1,089

	Number of Warrants			Weighted Average Exercise Price
				(US$)
Balance at November 30, 2022		-			-
Common share purchase warrants issued at the IPO		2,000,000			13.00
Exercised		(258,708	)		13.00
Balance at August 31, 2023		1,741,292			13.00

	Total non-current assets				Total liabilities
	As at August 31,		As at November 30,		As at August 31,		As at November 30,
	2023		2022		2023		2022
	($)		($)		($)		($)
Canada		56,846		85,814		1,633		10,759
Colombia		30,030		29,411		34		12
Brazil		13,825		14,762		112		89
Peru		7,107		7,056		-		-
United States		2,296		1,088		1,638		1,378
Total		110,104		138,131		3,417		12,238

	Total operating loss (income)					Total operating loss
	For the three months ended					For the nine months ended
	August 31, 2023		August 31, 2022			August 31, 2023		August 31, 2022
	($)		($)			($)		($)
Canada		2,108		1,793			7,493		6,884
United States		1,735		(908	)		4,839		(658	)
Colombia		341		905			1,071		1,804
Brazil		375		220			861		644
Peru		186		123			214		140
Total		4,745		2,133			14,478		8,814

	Amount ($)
Due within 1 year		124
1 – 3 years		-
3 – 5 years		-
More than 5 years		-
Total		124	⁽¹⁾

	August 31,
	2023
(in thousands of dollars)	($)
Assets
Cash and cash equivalents		18,611
Restricted cash		118
Prepaid expenses and deposits		2,078
Other receivables		199
Inventory		43
Camp structures		1,274
Right-of-use assets		218
		22,541

Liabilities
Accounts payable and accrued liabilities		326
Due to related parties		5
Rehabilitation provision		306
Withholdings taxes payable		244
Lease liability		208
		1,089

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)	($)			($)			($)
August 31, 2023		(9,624	)		(0.05	)		(0.05	)
May 31, 2023		(7,074	)		(0.04	)		(0.04	)
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

	Payments Due by Period
Contractual Obligations (in thousands of dollars)	Total ($)		Less than 1 year ($)		1 – 3 years ($)		3 – 5 years ($)		After 5 years ($)
Office and Storage Leases		1,054		331		521		202		-
Land Access Agreement		9		9		-		-		-
Mineral Rights Agreement - Boa Vista Project⁽¹⁾		878		878		-		-		-
Mineral Property Option Agreement - Surubim Project⁽²⁾		849		849		-		-		-
Total Contractual Obligations		2,790		2,067		521		202		-

Expiry Date	Exercise/Grant Price ($)		Number Outstanding
November 26, 2023		0.78		1,755,000
January 2, 2024		0.78		2,500
January 14, 2024		0.95		50,000
April 10, 2024		0.94		5,000
June 25, 2024		0.96		25,000
August 7, 2024		1.05		1,821,750
November 25, 2024		1.05		230,250
July 8, 2025		2.28		50,000
August 1, 2025		2.22		150,000
August 31, 2025		3.38		50,000
September 24, 2025		2.86		200,000
November 19, 2025		2.88		1,515,000
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,498,750
November 24, 2026		1.84		140,000
December 7, 2026		1.57		25,000
January 17, 2027		1.98		18,945
January 18, 2027		2.01		50,000
April 7, 2027		2.07		100,000
June 20, 2027		1.46		25,000
July 7, 2027		1.17		25,000
July 15, 2027		1.18		75,000
October 24, 2027		1.18		5,000
November 24, 2027		1.60		4,118,000
May 8, 2028		1.45		50,000
May 24, 2028		1.34		75,000
				13,160,195