GLDG 6-K 2023 - Equibles

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 July, 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

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AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 and six months ended May 31, 2023 and 2022 (unaudited).
99.2	Management’s discussion and analysis for the three and six months ended May 31, 2023.
99.3	Certification of interim filings – CEO, dated July 13, 2023.
99.4	Certification of interim filings – CFO, dated July 13, 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<br><br> <br>Chief Financial Officer
Date:	July 13, 2023

ex_542235.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

MAY 31, 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 May 31, 2023 and November 30, 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
			As at May 31,		As at November 30,
---	---	---	---	---	---	---
	Notes		2023		2022
			()		()
Assets	****	****		****		****
Current assets
Cash and cash equivalents		6
Other receivables
Prepaid expenses and deposits
Short-term investment

Non-current assets
Reclamation deposits		8
Land, property and equipment		4
Exploration and evaluation assets		5
Investment in joint venture
Long-term investments		3

Liabilities	****	****		****		****
Current liabilities
Accounts payable and accrued liabilities
Due to joint venture
Due to related parties		12
Lease liabilities
Withholding taxes payable
Margin loan payable		7

Non-Current Liabilities
Lease liabilities
Rehabilitation provisions		8
Deferred tax liability

Equity	****	****		****		****
Issued capital		9
Reserves		9
Retained earnings
Accumulated other comprehensive loss				)		)
Total equity attributable to shareholders of the Company
Non-controlling interests		10

All values are in US Dollars.

Commitments (Note 14)

Subsequent events (Note 15)

Approved and authorized for issue by the Board of Directors on July 13, 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

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Comprehensive Loss<br><br> <br>For the three and six months ended May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
			For the three months				For the six months
---	---	---	---	---	---	---	---	---	---	---
			ended May 31,				ended May 31,
	Notes		2023		2022		2023		2022
			()		()		()		()
Expenses	****	****		****		****		****		****
Consulting fees
Depreciation		4
Directors' fees, salaries and benefits		12
Exploration expenses		5
General and administrative
Professional fees
Share-based compensation		9,10
Share of loss on investment in joint venture
Recovery on grant of mineral property option		5						)

Operating loss				)		)		)		)
Other items	****	****		****		****		****		****
Dividend income
Unrealized loss on long-term investments		3		)				)
Gain on government loan forgiveness
Loss on modification of margin loan		7		)				)
Interest income
Other income
Accretion of rehabilitation provisions		8		)		)		)		)
Financing costs		7		)		)		)		)
Net foreign exchange loss (gain)						)
Net loss for the period before taxes				)		)		)		)
Current income tax expense				)				)
Deferred income tax recovery (expense)				)				)
Net loss for the period				)		)		)		)
Attributable to:	****	****		****		****		****		****
Shareholders of the Company				)		)		)		)
Non-controlling interests				)				)
Net loss for the period				)		)		)		)
Other comprehensive loss	****	****		****		****		****		****
Items that will not be subsequently reclassified to net income or loss:
Unrealized loss on short-term investments						)		)		)
Unrealized loss on long-term investments		3		)		)		)		)
Deferred tax recovery on long-term investments		3
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments
Total comprehensive loss for the period				)		)		)		)
Attributable to:	****	****		****		****		****		****
Shareholders of the Company				)		)		)		)
Non-controlling interests		10		)				)
Total comprehensive loss for the period				)		)		)		)
Net loss per share, basic and diluted				)		)		)		)
Weighted average number of shares outstanding, basic and diluted

All values are in US Dollars.

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

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Changes in Equity<br><br> <br>For the six months ended May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)
											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								)
Options exercised		9		686,501				)
Restricted share rights vested		9		37,500				)
At-the-Market offering:
Common shares issued for cash				2,869,312
Agents' fees and issuance costs				-		)												)
Issued capital pursuant to acquisition of:
Exploration and evaluation assets				10,000
Share-based compensation		9		-
Deferred tax benefits of share issuance costs				-		)												)
Other comprehensive loss				-								)		)				)
Net loss for the period				-						)				)				)
Balance at May 31, 2022				153,845,423								)
Options exercised		9		5,000				)
Restricted share rights vested		9		35,064				)
At-the-Market offering:
Common shares issued for cash				9,784,331
Agents' fees and issuance costs				-		)								)				)
Issued capital pursuant to acquisition of:
Exploration and evaluation assets				-
Share-based compensation		9		-
Deferred tax benefits of share issuance costs				-
Other comprehensive loss				-								)		)				)
Net loss for the period				-						)				)				)
Balance at November 30, 2022				163,669,818								)
Options exercised		9		573,993				)
Restricted share rights vested		9		141,926				)
US GoldMining
Net proceeds from Initial Public Offering		10		-
Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining		10		-						)				)
At-the-Market offering:
Common shares issued for cash		9		5,797,627
Agents' fees and issuance costs		9		-		)								)				)
Share-based compensation		9,10		-
Deferred tax benefits of share issuance costs				-
Other comprehensive loss				-								)		)				)
Net loss for the period				-						)				)		)		)
Balance at May 31, 2023				170,183,364								)

All values are in US Dollars.

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

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Cash Flows<br><br> <br>For the three and six months ended May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
	For the six months ended
---	---	---	---	---
	May 31,
	2023		2022
	()		()
Operating activities		****		****
Net loss for the period		)		)
Adjustments for items not involving cash:
Depreciation
Accretion
Financing costs
Share of loss on investment in joint venture
Share-based compensation
Unrealized loss on long-term investments
Loss on loan modification
Gain on government loan forgiveness				)
Deferred income tax expense (recovery)				)
Recovery on grant of mineral property option		)
Net unrealized foreign exchange loss (gain)				)
Net changes in non-cash working capital items:
Other receivables		)
Prepaid expenses and deposits		)		)
Accounts payable and accrued liabilities		)
Withholdings taxes payable
Due to related parties		)
Cash used in operating activities		)		)
Investing activities		****		****
Investment in exploration and evaluation assets		)		)
Purchase of long-term investments		)		)
Investment in joint venture		)		)
Purchase of equipment		)		)
Reclamation deposit
Cash used in investing activities		)		)
Financing activities		****		****
Net proceeds from At-the-Market offering
Net proceeds from US GoldMining IPO
Proceeds from US GoldMining warrant exercises
Proceeds from common shares issued upon exercise of options
Open market purchases of US GoldMining shares		)
Payment of lease liabilities		)		)
Payment of government loan				)
Principal payment of margin loan		)
Interest paid on margin loan		)		)
Cash generated from financing activities
Effect of exchange rate changes on cash				)
Net increase (decrease) in cash and cash equivalents				)
Cash and cash equivalents		****		****
Beginning of period
End of period

All values are in US Dollars.

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

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
1.	Corporate Information
---	---

GoldMining Inc. was incorporated under the Business Corporations Act (British Columbia) on September 9, 2009 and continued under the Canada Business Corporations Act (Canada) on December 6, 2016. 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.

On April 24, 2023, the Company's majority owned, Nevada domiciled subsidiary, U.S. GoldMining Inc. ("US GoldMining"), completed its initial public offering (the "Offering") (Note 10.1). US GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares and warrants (the "US GoldMining Shares" and "US GoldMining Warrants") are listed on the Nasdaq Capital Market under the symbols "USGO" and "USGOW", respectively. After the completion of the Offering, GoldMining owned 9,622,491 US GoldMining Shares and 122,490 US GoldMining Warrants, representing approximately 79.3% of the outstanding shares of US GoldMining.

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 and six month periods ended May 31, 2023 were authorised for issue by the Company's Board of Directors on July 13, 2023.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
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 except as follows:

Assets under construction

Assets under construction consists of expenditures incurred for the rehabilitation of existing Whistler Project camp facilities and the construction of additional facilities. Costs incurred during construction that are directly attributable to bringing an asset into working condition for its intended use are capitalized; costs that are not necessary in readying an asset for use are recognized as an expense as incurred. Assets under construction are transferred to other respective asset classes and are depreciated when they are completed and available for use.

3.	Long-term Investments

As at May 31, 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 May 31, 2023, the Company recorded an unrealized loss of $6,802 (three months ended May 31, 2022: unrealized loss of $29,690) and a deferred tax recovery of $915 (three months ended May 31, 2022: deferred tax recovery of $4,008) in other comprehensive loss relating to its long-term investments. During the six months ended May 31, 2023, the Company recorded an unrealized loss of $20,092 (six months ended May 31, 2022: unrealized loss of $55,592) and a deferred tax recovery of $2,712 (six months ended May 31, 2022: deferred tax recovery of $7,505) 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 and six months ended May 31, 2023, the Company acquired 77,962 and 122,594, respectively, of GRC common shares for $211 and $342, respectively, 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 "NevGold Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "NevGold Warrant") of NevGold. Each NevGold Warrant entitles the holder to purchase one Common Share at an exercise price of $0.60 until December 5, 2024.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

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


Risk-free interest rate	4.22	%	-
Expected life (years)	1.52		-
Expected volatility	83.80	%	-
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.

The following outlines the movement of the Company's long-term investments in GRC and NevGold during the six months ended May 31, 2023, and the year ended November 30, 2022:

					As at November 30,						As at May 31,
					2022						2023
	Number of<br> warrants		Number of<br> shares		Fair value ()	Additions ()	Unrealized Gains (Losses) (FVTOCI) ()		Unrealized Gains (Losses) (FVTPL) ()		Fair Value ()
Investment in GRC		-		21,301,253				)
Investment in NevGold - shares		-		12,560,661
Investment in NevGold - warrants		1,488,100		-						)
								)		)

All values are in US Dollars.

					As at November 30,					As at November 30,
					2021					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.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
4.	Land, Property and Equipment
---	---
	Land	Buildings and<br> Camp Structures		Assets under<br> Construction	Office<br> Equipment	Right-of-<br> Use Assets<br> (Office and)<br> warehouse space)		Exploration<br> Equipment	Vehicles	Total
---	---	---	---	---	---	---	---	---	---	---	---
	()	()		()	()	()		()	()	()
Cost			****				****				****
Balance at November 30, 2021
Additions
Change in reclamation estimate			)								)
Disposition							)				)
Impact of foreign currency translation							)
Balance at November 30, 2022
Additions
Change in reclamation estimate			)								)
Impact of foreign currency translation
Balance at May 31, 2023
Accumulated Depreciation			****				****				****
Balance at November 30, 2021
Depreciation
Disposition							)				)
Impact of foreign currency translation							)
Balance at November 30, 2022
Depreciation
Impact of foreign currency translation
Balance at May 31, 2023
Net Book Value			****				****				****
At November 30, 2022
At May 31, 2023

All values are in US Dollars.

5.	Exploration and Evaluation Assets
	For the three months ended				For the six months ended
---	---	---	---	---	---	---	---	---
	May 31,				May 31,
	2023		2022		2023		2022
	()		()		()		()
Balance at the beginning of period
Mineral rights and property acquired
Mineral property option payments

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

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	May 31,	November 30,
	2023	2022
	()	()
La Mina
Titiribi
Crucero
Yellowknife
Cachoeira
São Jorge
Surubim
Yarumalito
Whistler
Batistão
Montes Áureos and Trinta
Rea
Total

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 a subsidiary of NevGold. 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 (completed subsequent to period end)(Note 15)
---	---
o	January 1, 2024: $3,000
---	---

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 totaling $2,250, comprised of $1,500 (completed) 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 based on the following:
---	---
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 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).

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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 period from
	For the three months ended		For the six months ended		incorporation,
	May 31,		May 31,		September 9, 2009, to
	2023	2022	2023	2022	May 31, 2023
	()	()	()	()	()
Whistler
La Mina
São Jorge
Yarumalito
Titiribi
Rea
Cachoeira
Yellowknife
Almaden
Crucero
Surubim
Other Exploration Expenses
Total

All values are in US Dollars.

6.	Cash and Cash Equivalents
	May 31,	November 30,
---	---	---
	2023	2022
	()	()
Cash and cash equivalents consist of:
Cash at bank and on hand
Guaranteed Investment Certificates
Total

All values are in US Dollars.

7.	Margin Loan Payable

On October 28, 2021, as amended on July 27, 2022, October 27, 2022 and May 25, 2023, 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.

In February 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.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

In May 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. As of May 31, 2023, the outstanding principal is $4.6 million (US$3.4 million). Subsequent to the quarter ended May 31, 2023, the Facility was amended (Note 15).

During the three and six months ended May 31, 2023, the Company recorded a loss on modification of margin loan of $129 and $259, respectively, as a result of executing amendments to the Facility.

The following outlines the movement of the margin loan during the six months ended May 31, 2023, and the year ended November 30, 2022:


Balance at November 30, 2021
Interest expense
Interest paid	)	)
Unrealized foreign exchange gain		)
Balance at May 31, 2022
Less: transaction costs and fees	)	)
Principal repayment	)	)
Interest expense
Interest paid	)	)
Gain on modification of margin loan	)	)
Unrealized foreign exchange loss
Balance at November 30, 2022
Principal repayment	)	)
Interest expense
Interest paid	)	)
Loss on modification of margin loan
Unrealized foreign exchange loss
Balance at May 31, 2023

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	3.14	%		3.48	%
Discount rate	4.40	%		4.13	%

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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)	2			3
Inflation rate	2.80	%		3.00	%
Discount rate	4.22	%		3.64	%

All values are in US Dollars.

Reclamation deposits totalling $494 (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.

The following table summarizes the movements in the rehabilitation provisions:

	May 31,		November 30,
	2023		2022
	()		()
Balance at the beginning of year
Accretion
Change in estimate		)		)
Foreign currency translation adjustments
Total

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 May 31, 2023, the Company issued 1,657,709 common shares under the ATM Program for gross proceeds of $2,403, with aggregate commissions paid to agents of $60.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

During the six months ended May 31, 2023, the Company issued 5,797,627 common shares under the ATM Program for gross proceeds of $10,036, with aggregate commissions paid to agents of $251.

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 May 31, 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 May 31, 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.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 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:


Balance at November 30, 2021	12,444,150
Granted	293,945
Exercised^(1)^	(700,520	)
Expired	(65,000	)
Balance at May 31, 2022	11,972,575
Granted	4,400,500
Exercised	(5,000	)
Cancelled/Forfeited	(175,000	)
Expired	(2,190,000	)
Balance at November 30, 2022	14,003,075
Granted	125,000
Exercised^(2)^	(579,500	)
Cancelled/Forfeited	(17,500	)
Expired	(293,380	)
Balance at May 31, 2023	13,237,695

All values are in US Dollars.

(1)	During the three and six months ended May 31, 2022, the Company issued 493,750 and 686,501 common shares at weighted average trading prices of $2.36 and $2.26 respectively. The common shares were issued pursuant to the exercise of 700,520 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 and six months ended May 31, 2023, the Company issued 301,993 and 573,993 common shares at weighted average trading prices of $1.48 and $1.51 respectively. The common shares were issued pursuant to the exercise of 579,500 share options, of which 1,993 common shares were issued pursuant to the exercise of 7,500 share options on a net exercise basis.

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


Risk-free interest rate	3.82	%	2.10	%
Expected life (years)	2.83		2.83
Expected volatility	56.80	%	61.57	%
Expected dividend yield	0.00	%	0.00	%
Estimated forfeiture rate	0.13	%	5.41	%

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable as of May 31, 2023, are as follows:

							Options Exercisable
Exercise<br><br> <br>Prices				Weighted Average Exercise Price<br> ()	Weighted<br> Average<br> Remaining<br> Contractual<br> Life<br><br> <br>(years)		Number of<br> Options<br> Exercisable		Weighted Average Exercise Price<br> ()	Weighted<br> Average<br> Remaining<br> Contractual<br> Life<br><br> <br>(years)
$0.78	-	0.96	1,837,500			0.50		1,837,500			0.50
$0.97	-	1.57	2,482,000			1.72		2,292,000			1.49
$1.58	-	1.60	4,145,500			4.48		2,072,750			4.48
$1.61	-	1.83	2,498,750			3.45		2,498,750			3.45
$1.84	-	3.38	2,273,945			2.58		2,242,630			2.57
			13,237,695			2.89		10,943,630			2.56

All values are in US Dollars.

The fair value of the Options recognized as share-based compensation expense during the three and six months ended May 31, 2023, was $693 and $1,388, respectively, (three and six months ended May 31, 2022: $413 and $1,051, respectively), 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.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's RSRs:


Balance at November 30, 2021	62,500
Vested^^	(37,500	)
Balance at May 31, 2022	25,000
Granted^^	239,490
Vested^^	(35,064	)
Balance at November 30, 2022	229,426
Vested^^	(141,926	)
Balance at May 31, 2023^^	87,500

All values are in US Dollars.

The fair value of the RSRs recognized as share-based compensation expense during the three and six months ended May 31, 2023 was $109 and $286 (three months ended May 31, 2022: $20 and $65).

10.	Non-Controlling Interests
10.1	US GoldMining Initial Public Offering and other equity transactions
---	---

US GoldMining Initial Public Offering

On April 19, 2023, US GoldMining entered into an underwriting agreement for an offering of 2,000,000 units of US GoldMining (the "Units") at a price of US$10.00 per Unit. Each Unit consists of one common share and one common share purchase warrant, and each common share purchase warrant entitles the holder to acquire a common share at a price of US$13.00 per share until April 24, 2026.

On April 24, 2023 (the "Closing Date"), US GoldMining issued 2,000,000 Units at a price of US$10.00 per Unit for gross proceeds of $27.1 million (US$20.0 million), which included GoldMining's purchase of 122,490 Units in the Offering for total consideration of $1.7 million (US$1.2 million). In connection with the Offering, US GoldMining incurred securities issuance costs of $1.3 million (US$1.0M), of which $0.9 million (US$0.7 million) represented cash fees paid to the Underwriters. The Offering proceeds are designated for US GoldMining's operational activities and are not available for use by GoldMining or other subsidiaries of GoldMining.

The US GoldMining offering was to unlock value by creating a separate standalone public company to advance the Whistler Project, without diluting GoldMining's capital structure.

As at May 31, 2023, GoldMining held 9,878,261 US GoldMining Shares, or approximately 80% of US GoldMining's outstanding common shares and 122,490 US GoldMining Warrants and has common management and a common director of GoldMining. Based on the analysis performed, the Company concluded that subsequent to US GoldMining's Offering, it continues to have control over US GoldMining and consolidates the entity. US GoldMining's earnings and losses are included in GoldMining's consolidated statements of comprehensive loss, with net loss and comprehensive loss attributable to US GoldMining separately disclosed as being attributable to Non-Controlling Interests ("NCI"). The NCI in US GoldMining's net assets is reflected in the consolidated statements of financial position and the consolidated statements of changes in equity. As of and for the three and six month periods ended May 31, 2023, the NCI in these consolidated financial statements solely relate to US GoldMining.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Other US GoldMining Equity Transactions

During the three and six months ended May 31, 2023, the Company recorded a dilution loss of $646 and an increase to NCI of $928 as a result of the following transactions:

●	GoldMining acquired 255,770 shares of US GoldMining for $3,403 including transaction costs, through open market purchases over the facilities of Nasdaq.
●	US GoldMining issued 210,513 shares for gross proceeds of $3,685 as a result of warrant exercises during the period.
---	---
●	285,750 of US GoldMining's performance based restricted shares vested (Note 10.3).
---	---

As a result of the equity offering and the other aforementioned transactions, the NCI in US GoldMining increased from nil to 17.66 %, resulting in the recognition of a net dilution gain of $20,061, which was recorded to equity during the three and six months ended May 31, 2023 and the recognition of a NCI in the Company's statements of financial position of $4,221 as at May 31, 2023.

The following table shows the assets and liabilities of US GoldMining:

	May 31,
	2023
	()
Assets
Cash and cash equivalents
Prepaid expenses and deposits
Other receivables
Assets under construction

Liabilities
Accounts payable and accrued liabilities
Rehabilitation provision
Withholdings taxes payable

All values are in US Dollars.

10.2	US GoldMining Stock Options

On February 6, 2023, US GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). 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. 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 common shares issuable under the 2023 Incentive Plan in respect of awards shall not exceed 10% of the common shares issued and outstanding.

On May 4, 2023, US GoldMining granted 82,500 stock options at an exercise price of US$10.00 per share. The share options are exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter. The fair value of the share options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.47%, expected life of 3 years, expected dividend yield of 0%, estimated forfeiture rate of 0% and expected volatility of 61.34%. As there is limited trading history of US GoldMining's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector US GoldMining operates over a period similar to the expected life of the share options.

During the three and six months ended May 31, 2023, US GoldMining recognized share-based compensation expense of $149 for share options granted by US GoldMining. As at May 31, 2023, the number of US GoldMining share options outstanding was 82,500 at a weighted average exercise price of US$10.00 per share and a weighted average remaining contractual life of 4.93 years.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
10.3	US GoldMining Restricted Shares
---	---

On September 23, 2022, the US GoldMining adopted an equity incentive plan (the "Legacy Incentive Plan"). The Legacy Incentive Plan provides for the grant of restricted stock awards. The purpose of the Legacy 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. The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards is 1,000,000 shares of common stock in the US GoldMining.

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 terms of which were amended on May 4, 2023.

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. The performance conditions are as follows:

(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"(performance condition met);
(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 (performance condition met);
(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;
(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 (performance condition met);
(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

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
(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.
---	---

Upon satisfaction of the conditions referenced in both (f) and (g) above (regardless of whether they occur simultaneously or consecutively), all of the unvested Restricted Shares will be 100% vested and will be deemed Released Stock.

In the event that US GoldMining files the disclosure specified in Subpart 1300 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-K Report with the SEC or the disclosure specified in Canadian National Instrument 43-101, Standards for Disclosure for Mineral Products, to the relevant Canadian securities regulator (the “Securities Filing”) that includes, in either disclosure, an aggregate estimate of mineral resources for the Whistler Project or any other project owned or operated by US GoldMining of 3,000,000 additional gold or gold equivalent ounces from the amount reported on the disclosure specified in US GoldMining's Subpart 1300 of the SEC Regulation S-K Report dated September 22, 2022, 190,500 shares of the Restricted Shares will be deemed Released Shares as of the date of such Securities Filing (or if such amount exceeds the number of shares of Restricted Shares that have not yet become Released Shares at the time, such lesser number of shares of Restricted Shares) reducing, on a proportional basis, the number of unvested shares of Restricted Shares subject to each vesting condition.

During the three and six months ended May 31, 2023, US GoldMining recognized share-based compensation expense of $49 and $51 (three and six months ended May 31, 2022 - $nil and $nil), respectively, related to US GoldMining's Restricted Shares.

10.4	US GoldMining Warrants

The number of US GoldMining common share purchase warrants outstanding as at May 31, 2023 was 1,789,487 at an exercise price of US$13.00 per share and with a weighted average remaining contractual life of 2.90 years.

			Weighted Average<br> Exercise Price
			(US)
Balance at November 30, 2022	-
Common share purchase warrants issued at the IPO	2,000,000
Exercised	(210,513	)
Balance at May 31, 2023	1,789,487

All values are in US Dollars.

11.	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.
---	---

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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.

11.1	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.

11.2	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 May 31,	As at November 30,
	2023	2022
	()	()
Assets
United States Dollar
Brazilian Real
Colombian Peso
Total

All values are in US Dollars.

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $5,460.

The impact of a Canadian dollar change against the United States Dollar on the investment in GRC by 10% at May 31, 2023 would have an impact, net of tax, of approximately $4,827 on other comprehensive loss for the six months ended May 31, 2023. The impact of a Canadian dollar change against the United States Dollar on the Company's other financial instruments based on balances at May 31, 2023 would have an impact of $1,955 on net loss for the six months ended May 31, 2023.

11.3	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 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 six months ended May 31, 2023. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
11.4	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.

11.5	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 May 31, 2023, the Company has working capital (current assets less current liabilities) of $21,488. 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. US GoldMining's cash and cash equivalents of $24,523 and other assets are not available for use by GoldMining or other subsidiaries of GoldMining (Note 10.1).

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 9.88 million shares and 1.22 million warrants of Nasdaq listed US GoldMining (closing share and warrant trading prices as of May 31, 2023 of US$14.90 and US$1.90, respectively, with a fair value of US$147.4 million), 21.30 million shares of NYSE listed Gold Royalty Corp. (closing share price as of May 31, 2023 of US$1.93 reflects a fair value of US$41.1 million), 12.56 million shares of NevGold (fair value of $4.5 million) and received dividends of $574 from GRC during the six months ended May 31, 2023. GoldMining believes that its cash on hand, access to its ATM Program and ability to enter into future borrowings collateralized by the US GoldMining, 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.

11.6	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 May 31, 2023, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $5,213 on other comprehensive loss for the six months ended May 31, 2023.

12.	Related Party Transactions
12.1	Related Party Transactions
---	---

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

●

During the three and six months ended May 31, 2023, the Company incurred $43 and $49 (three and six months ended May 31, 2022: $60 and $96) 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 May 31, 2023 (November 30, 2022: $nil). As at May 31, 2023, prepaid expenses includes $500 (November 30, 2022: $nil) in service fees paid to Blender Media.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Related party transactions are based on the amounts agreed to by the parties. During the six months ended May 31, 2023, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

12.2	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 and six months ended May 31, 2023:

	For the three months ended		For the six months ended
	May 31,		May 31,
	2023	2022	2023	2022
	()	()	()	()
Management fees
Director and officer fees
Share-based compensation
Total

All values are in US Dollars.

As at May 31, 2023, $16 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.

13.	Segmented Information

The Company conducts its business as a single operating segment, being the acquisition, exploration and development of mineral properties. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru.

The Company's total non-current assets, total liabilities and operating loss by geographical location are detailed below:

	Total non-current assets		Total liabilities
	As at May 31,	As at November 30,	As at May 31,	As at November 30,
	2023	2022	2023	2022
	()	()	()	()
Canada
Colombia
Brazil
Peru
United States
Total

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
	Total operating loss		Total operating loss
---	---	---	---	---
	For the three months ended		For the six months ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
	()	()	()	()
Canada
United States
Colombia
Brazil
Peru
Paraguay
Total

All values are in US Dollars.

14.	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%.

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.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

In addition to the aforementioned agreements, as of May 31, 2023, the Company is currently 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.

Whistler Project

Subsequent to May 31, 2023, US GoldMining entered into an agreement with a technical consultant for the management of an exploration program for the Whistler Project. The agreement includes an approved work order totaling $7.1 million (US$5.3 million), for the period of June 1, 2023 to February 29, 2024.

Future rental payments are as follows:


Due within 1 year
1	–	3 years
3	–	5 years
More than 5 years
Total			^(1)^

All values are in US Dollars.

(1)	Includes $13 related to low value assets and $111 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. Additionally, in May 2023, the Company entered into an office sublease agreement for office space in Vancouver, British Columbia with a term of 5 years and 4 months commencing August 1, 2023 and expiring on November 29, 2028. The monthly payment pursuant to the sublease agreement is $14 per month.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at May 31, 2023 and 2022<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
15.	Subsequent Events
---	---

Subsequent to May 31, 2023, the Company issued 3,876,674 ATM Shares under the ATM Program for gross proceeds of approximately $4.8 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.1 million.

On July 13, 2023, pursuant to the Option Agreement signed with NevGold (Note 5) the Company received 4,109,589 common shares of NevGold, which equates to $1,500 issued at $0.365 per share representing the 30-day VWAP share price in accordance with the terms of the agreement. Unless permitted under securities legislation, the NevGold Shares can not be traded before November 14, 2023.

Subsequent to May 31, 2023, the Facility was further amended and the Company repaid an amount of US$1.15 million in June 2023 without incurring early re-payment fees and a further US$1.15 million repayment is due on or before July 31, 2023 and the Facility maturity date was revised to August 30, 2023. In addition, a one-time Facility amendment fee of US$50,000, is due on August 30, 2023.

ex_542236.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2023

(Expressed in Canadian dollars unless otherwise stated)

July 13, 2023

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations for the three and six months ended May 31, 2023, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and six months ended May 31, 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 and six months ended May 31, 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 July 13, 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 respectively defined under applicable Canadian and United States securities laws (collectively, "forward-looking statements"), including statements regarding the Company's: (i) future exploration and development plans;; (ii) capital requirements and ability to obtain requisite financing; (iii) expectations respecting the receipt of necessary licences and permits, including obtaining extensions thereof; and (iv) 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) commodities prices; (iii) the ability of the Company to identify and execute on value enhancement opportunities such as joint ventures, option agreements and other divestitures; (iv) 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; (v) the timing and ability to obtain requisite operational, environmental and other licences, permits and approvals, including extensions thereof; and (vi) 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 may 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.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 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 São Jorge, Cachoeira, Surubim, Boa Vista, 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.

In addition, as of the date hereof, the Company owns approximately 80% of the outstanding shares of common stock of U.S. GoldMining Inc. ("US GoldMining"), a subsidiary of the Company that completed its initial public offering (the "IPO") and listing on the Nasdaq Capital Market ("NASDAQ") in April 2023 and whose sole project is the Whistler Gold-Copper Project, located in Alaska, U.S.A. (the "Whistler Project"). See "Recent Developments".

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". US GoldMining's common shares and warrants (the "US GoldMining Shares" and "US GoldMining Warrants") are listed on the NASDAQ under the symbols "USGO" and "USGOW", respectively.

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 Project, as a separate company. As a result of such initiative, on April 24, 2023, the Company announced that US GoldMining, the Company's subsidiary that holds the Whistler Project, completed its IPO.

Pursuant to the IPO, 2,000,000 units were issued by US GoldMining (the "Units") at a price of US$10.00 per Unit, with each Unit consisting of one share of common stock and one warrant, exercisable into a US GoldMining Share at a price of US$13.00 per share for a period of three years from closing. The gross proceeds to US GoldMining from the IPO were $27.1 million (US$20.0 million).

The Company acquired 122,490 Units in the IPO for total consideration of $1.7 million (US$1.2 million). On completion of the IPO, the Company held 9,622,491 US GoldMining Shares, or approximately 79.3% of the outstanding US GoldMining Shares and 122,490 warrants. During the three and six months ended May 31, 2023, GoldMining, acquired a further 255,770 US GoldMining Shares for $3.4 million including transaction costs, through open market purchases through the facilities of NASDAQ. As previously disclosed, on completion of the IPO, GoldMining was repaid US$1.7 million that was previously advanced to US GoldMining.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

As at May 31, 2023, GoldMining held 9,878,261 US GoldMining Shares, or approximately 80% of the outstanding US GoldMining Shares and 122,490 warrants, reflecting a fair value of $200.1 million (US$147.4 million) based upon the closing prices of such securities on May 31, 2023. US GoldMining is consolidated by the Company as it is majority owned and controlled having common management and a common director. As a result, US GoldMining's earnings and losses are included in the Company's consolidated statements of comprehensive loss, with net loss and comprehensive loss attributable to US GoldMining separately disclosed as being attributable to Non-Controlling Interests ("NCI"). The NCI in US GoldMining's net assets is reflected in the consolidated statements of financial position and the consolidated statements of changes in equity. As of and for the three and six month periods ended May 31, 2023, the NCI in the Company's consolidated financial statements relates solely to US GoldMining.

Option of Almaden Project and Strategic Investments in NevGold Corp.

On July 4, 2022, the Company entered into an option agreement (the "Option Agreement") with NevGold and its subsidiary, pursuant to which the Company's subsidiary granted NevGold's subsidiary an option to acquire 100% of the Almaden Project in consideration for 4,444,444 common shares of NevGold ("NevGold Shares"). On January 1, 2023, the Company's subsidiary received 3,658,526 NevGold Shares in satisfaction of a $1.5 million option payment under the Option Agreement. On July 13, 2023, the Company's subsidiary received 4,109,589 NevGold Shares in satisfaction of a $1.5 million option payment under the Option Agreement.

In order to exercise their option under the Option Agreement, NevGold and its subsidiary must make: (i) an additional option payment of $3.0 million on or before January 1, 2024; and (ii) complete 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 16,670,250 NevGold Shares, or 22.1% of NevGold's issued and outstanding shares and 1,488,100 Warrants after the receipt of the July 2023 option payment. The Company is expected to account for NevGold as an investment in associate in the following quarters if its ownership in NevGold remains over 20%.

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 are to be sold at the prevailing market price on the TSX or the NYSE American, 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 May 31, 2023, the Company issued and sold a total of 1,657,709 ATM Shares under the ATM Program through the facilities of the NYSE American for gross proceeds of US$1.8 million ($2.4 million). The net proceeds from such sales was US$1.7 million and the Agents were paid commissions on such sales of approximately US$0.04 million, representing 2.50% of the gross proceeds of the ATM Shares sold. During the three months ended May 31, 2023, no sales were made under the ATM Program through the facilities of the TSX.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

During the six months ended May 31, 2023, the Company issued a total of 5,797,629 ATM Shares under the ATM Program for gross proceeds of $10.0 million. Aggregate gross proceeds raised over the six months ended May 31, 2023, were approximately $1.8 million on the TSX (net proceeds $1.7 million) and US$6.1 million on the NYSE American (net proceeds US$6 million), and the Agents were paid aggregate commissions on such sales of approximately $0.04 million and US$0.15 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

Subsequent to May 31, 2023, the Company has issued a total of 3,876,674 ATM Shares under the ATM Program for gross proceeds of approximately $4.8 million. Aggregate gross proceeds raised were approximately $0.1 million on the TSX (representing net proceeds of $0.1 million) and US$3.5 million on the NYSE American (representing net proceeds of US$3.4 million), and the Agents were paid aggregate commissions on such sales of approximately $0.003 million and US$0.09 million.

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 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 and six months ended May 31, 2023, the Company incurred $0.1 million and $0.4 million, respectively, of expenditures on the La Mina Project, which included expenditures for camp maintenance, consulting fees to vendors that provided geological and technical services including work on an updated Mineral Resource Estimate, commencement of work on an updated Preliminary Economic Assessment ("PEA"), payroll and personnel expenses and surface rights lease payments.

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

In connection with the updated Mineral Resource Estimate, on February 27, 2023, the Company filed a technical report 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, 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 and six months ended May 31, 2023, the Company incurred $0.1 million and $0.1 million, respectively, 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.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

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. The Company has not finalized any exploration plans as of the date hereof.

Whistler Gold-Copper Project

During the three and six months ended May 31, 2023, the Company incurred expenditures of $0.3 million and $0.5 million, respectively, on the Whistler Project which included consulting fees to vendors for geological and environmental work, permitting, regulatory and community stakeholder engagements and other technical services, and camp maintenance costs.

After completing the IPO, US GoldMining has disclosed that it intends to pursue planned exploration activities including core drilling. Permits have been received to commence these activities, starting with restoration of the Whistler camp in preparation for the upcoming summer 2023 exploration season.

US GoldMining's currently planned exploration program over the 2023 and 2024 field seasons consists of approximately 10,000-meters of core 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. Environmental baseline data collection, as well as heritage surveying, including archaeological and traditional land use studies, are also expected to take place in 2023. US GoldMining will also engage in stakeholder consultation with respect to both the present and ongoing exploration activity and the potential future mine development of the Whistler Project.

Titiribi Gold-Copper Project

During the three and six months ended May 31, 2023, the Company incurred $0.1 million and $0.1 million, respectively, 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 May 31, 2023, the Company owns 21,301,253 shares of NYSE American listed, Gold Royalty Corp. ("GRC"). The shares owned by the Company had a fair value of $55.8 million at May 31, 2023.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

During the three and six months ended May 31, 2023, the Company acquired 77,962 and 122,594, respectively, of GRC common shares for $0.2 million and $0.3 million, respectively, including transaction costs, through open market purchases over the facilities of the NYSE American.

Investment in NevGold Corp.

As of May 31, 2023, the Company owns 12,560,661 shares of TSX Venture listed NevGold Corp. The shares owned by the Company had a fair value of $4.5 million at May 31, 2023. Additionally, the Company owns 1,488,100 warrants in NevGold with an exercise price of $0.60 until December 5, 2024. Subsequent to quarter end the Company received an additional 4,109,589 shares pursuant to an Option Agreement with NevGold, bringing the Company’s total ownership in NevGold to 16,670,250 shares.

Other Investments

Investment in U.S. GoldMining Inc.

As at May 31, 2023, the Company owns 9,878,261 US GoldMining Shares and 122,490 warrants to purchase US GoldMining Shares. The shares and warrants owned by the Company had a market value of $200.1 million (US$147.4 million) at May 31, 2023 based on the price of such securities on NASDAQ. The Company consolidates the assets of US GoldMining on its balance sheet and, therefore, the market value of the securities is not reflected in the Company's consolidated financial statements.

The following table shows the assets and liabilities of US GoldMining:

	May 31,
	2023
(in thousands of dollars)	()
Assets
Cash and cash equivalents
Prepaid expenses and deposits
Other receivables
Assets under construction

Liabilities
Accounts payable and accrued liabilities
Rehabilitation provision
Withholdings taxes payable

All values are in US Dollars.

Results of Operations

Three months ended May 31, 2023, compared to the three months ended May 31, 2022

For the three months ended May 31, 2023, the Company had an operating loss of $6.0 million, compared to an operating loss of $3.4 million for the same period of 2022. The increase in operating loss was primarily the result of an increase in general and administrative expenses, professional fees and share-based compensation.

For the three months ended May 31, 2023, the Company's operating loss included $3.2 million, compared to an operating loss of $0.1 million for the same period of 2022 related to the operations of US GoldMining.

General and administrative expenses were $2.1 million in the three months ended May 31, 2023, compared to $1.1 million in the three months ended May 31, 2022. The increase was primarily the result of higher investor communications, marketing, insurance and regulatory expenses associated with increased activity related to US GoldMining before and after the completion of its IPO.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $0.5 million in the three months ended May 31, 2023, compared to $0.3 million in the same period of 2022. The 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 $0.7 million in each of the three months ended May 31, 2023 and 2022.

Exploration expenditures incurred in the three months ended May 31, 2023, consisted primarily of: exploration and field expenses of $0.217 million compared to $0.5 million in the three months ended May 31, 2022; consulting fees to vendors who provided geological and technical services on the Company's projects, of $0.4 million, compared to $0.08 million in the three months ended May 31, 2022; payroll and employee expenses of $0.1 million, compared to $0.1 million in the three months ended May 31, 2022; and other exploration expenses which included land fees required to maintain the projects in good standing of $0.04 million, compared to $0.1 million in the three months ended May 31, 2022.

Exploration expenditures on a project basis for the three and six month ended May 31, 2023 were as follows:

					For the period from
	For the three months ended		For the six months ended		incorporation,
	May 31,		May 31,		September 9, 2009, to
	2023	2022	2023	2022	May 31, 2023
(in thousands of dollars)	()	()	()	()	()
Whistler
La Mina
São Jorge
Yarumalito
Titiribi
Rea
Cachoeira
Yellowknife
Almaden
Crucero
Surubim
Other Exploration Expenses
Total

All values are in US Dollars.

Non-cash share-based compensation expenses were $1.0 million in the three months ended May 31, 2023, compared to $0.4 million in the three months ended May 31, 2022. The increase was primarily the result of a higher number of the Company's options vesting during the three months ended May 31, 2023 and share-based compensation recorded by US GoldMining, compared to the three months ended May 31, 2022. Share-based compensation for the three months ended May 31, 2023 includes $0.2 million recorded by US GoldMining with respect to the vesting of stock options and performance based restricted US GoldMining Shares, compared to $nil in the three months ended May 31, 2022. During the three months ended May 31, 2023, options were granted to a consultant and a director of the Company, which had a weighted average exercise price of $1.38 per GoldMining Share and were valid for a period of 5 years from their grant dates (three months ended May 31, 2022: options were granted to employees of the Company, which had a weighted average exercise price of $2.16 per GoldMining Share and were valid for a period of 5 years from their grant dates).

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Consulting fees paid to corporate development, information technology and human resources service providers were $0.06 million in the three months ended May 31, 2023, compared to $0.05 million in the three months ended May 31, 2022.

Professional fees were $1.6 million in the three months ended May 31, 2023, compared to $0.7 million in the three months ended May 31, 2022. The increase was primarily the result of increased fees for legal, accounting, tax and advisory services, associated with US GoldMining's IPO.

Dividend income was $0.3 million in the three months ended May 31, 2023, compared to $0.3 million in the three months ended May 31, 2022. Dividend income was comprised of the quarterly cash dividends paid by GRC on April 13, 2023. The Company has elected to participate in GRC's dividend reinvestment program for quarterly dividends subsequent to May 31, 2022.

For the three months ended May 31, 2023, the Company recognized a loss on modification of the Company's margin loan facility (the "Facility") of $0.1 million, as a result of an early repayment of principal on the Company's credit facility in the amount of $2.6 million (US$1.9 million).

Financing costs were $0.4 million in each of the three months ended May 31, 2023 and 2022.

For the three months ended May 31, 2023, the Company recognized a deferred income tax expense of $0.9 million, compared to a deferred income tax recovery of $0.6 million for the three months ended May 31, 2022. The deferred tax expense during the three months ended May 31, 2023 resulted from the remeasurement of common shares of GRC and NevGold at fair value during the three months ended May 31, 2023. The deferred income tax recovery during the three months ended May 31, 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 May 31, 2023, the Company recorded an unrealized loss on revaluation of long-term investments of $6.8 million in other comprehensive loss, compared to an unrealized loss of $29.7 million for the three months ended May 31, 2022 as a result of a decrease in the fair value of its long-term investments. The unrealized losses during the three months ended May 31, 2023 and 2022 were offset by deferred income tax recoveries of $0.9 million and $4.0 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 May 31, 2023, the Company's net loss was $7.1 million, or $0.04 per share on a basic and diluted basis, of which net loss of $6.9 million was attributable to shareholders of the Company and a net loss of $0.2 million was attributable to non-controlling interests, compared to net loss of $2.9 million during the three months ended May 31, 2022, or $0.02 per share on a basic and diluted basis,

Six months ended May 31, 2023, compared to the six months ended May 31, 2022

For the six months ended May 31, 2023, the Company had an operating loss of $9.7 million, compared to an operating loss of $6.7 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.

For the six months ended May 31, 2023, the Company's operating loss included $4.3 million, compared to an operating loss of $0.1 million for the same period of 2022 related to the operations of US GoldMining.

General and administrative expenses were $3.7 million in the six months ended May 31, 2023, compared to $2.4 million in the six months ended May 31, 2022. The increase was primarily the result of higher investor communications, marketing, travel and regulatory expenses associated with increased activity related to US GoldMining before and after the completion of its IPO.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $0.9 million in the six months ended May 31, 2023, compared to $0.6 million in the same period of 2022. The 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 $1.3 million in the six months ended May 31, 2023, compared to $1.1 million in the six months ended May 31, 2022. The increase was primarily due to increased activity related to the Whistler Project and at the La Mina Project.

Exploration expenditures incurred in the six months ended May 31, 2023, consisted primarily of: exploration and field expenses of $0.4 million compared to $0.6 million in the six months ended May 31, 2022; consulting fees to vendors who provided geological and technical services on the Company's projects, of $0.7 million, compared to $0.2 million in the six months ended May 31, 2022; payroll and employee expenses of $0.1 million, compared to $0.1 million in the six months ended May 31, 2022; and other exploration expenses which included land fees required to maintain the projects in good standing of $0.1 million, compared to $0.2 million in the six months ended May 31, 2022.

Non-cash share-based compensation expenses were $1.9 million in the six months ended May 31, 2023, compared to $1.1 million in the six months ended May 31, 2022. The increase was primarily the result of a higher number of the Company’s options vesting during the six months ended May 31, 2023 and share-based compensation recorded by US GoldMining, compared to the six months ended May 31, 2022. Share-based compensation for the six months ended May 31, 2023 includes $0.2 million recorded by US GoldMining with respect to the vesting of stock options and performance based restricted US GoldMining Shares compared to $nil in the six months ended May 31, 2022. During the six months ended May 31, 2023, options were granted to a consultant and a director of the Company, which had a weighted average exercise price of $1.38 per GoldMining Share and were valid for a period of 5 years from their grant dates (six months ended May 31, 2022: options were granted to employees and consultants of the Company, which had a weighted average exercise price of $2.07 per GoldMining Share and were valid for a period of 5 years from their grant dates).

Consulting fees paid to corporate development, information technology and human resources service providers were $0.1 million in the six months ended May 31, 2023, compared to $0.1 million in the six months ended May 31, 2022.

Professional fees were $2.8 million in the six months ended May 31, 2023, compared to $1.2 million in the six months ended May 31, 2022. The increase was primarily the result of increased fees for legal, accounting, tax and advisory services, associated with US GoldMining's IPO.

A recovery on the grant of a mineral property option of $1.1 million was recognized by the Company for the six months ended May 31, 2023, compared to $nil in the six months ended May 31, 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 $0.6 million in the six months ended May 31, 2023, compared to $0.3 million in the six months ended May 31, 2022. The dividend income was comprised of quarterly cash dividends paid by GRC on December 30, 2022 and April 13, 2023.

For the six months ended May 31, 2023, the Company recognized a loss on modification of the Company's Facility of $0.3 million, as a result of an early repayment of principal on the Company's credit facility in the amount of $5.1 million (US$3.8 million).

Financing costs were $1.0 million in the six months ended May 31, 2023, compared to $0.8 million in the six months ended May 31, 2022. The increase was primarily the result of a higher interest rate on the Company's Facility.

A deferred income tax expense of $2.9 million was recognized by the Company for the six months ended May 31, 2023, compared to a deferred income tax recovery of $1.3 million for the six months ended May 31, 2022. The deferred tax expense during the six months ended May 31, 2023 resulted from the recognition of a deferred tax liability upon receipt of NevGold Shares pursuant to the Option Agreement, and the remeasurement of common shares of GRC and NevGold at fair value during the six months ended May 31, 2023. The deferred income tax recovery during the six months ended May 31, 2022 was recognized as a result of the Company's loss during the period, reducing the Company's deferred tax liability.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

An unrealized loss on revaluation of long-term investments of $20.1 million was recorded by the Company in other comprehensive loss for the six months ended May 31, 2023, compared to an unrealized loss of $55.6 million for the six months ended May 31, 2022 as a result of a decrease in the fair value of its long-term investments. The unrealized losses during the six months ended May 31, 2023 and 2022 were offset by deferred income tax recoveries of $2.7 million and $7.5 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 six months ended May 31, 2023, the Company's net loss was $13.2 million, or $0.08 per share on a basic and diluted basis, of which net loss of $13.0 million was attributable to shareholders of the Company and a net loss of $0.2 million was attributable to non-controlling interests, compared to net loss of $5.9 million during the six months ended May 31, 2022, or $0.04 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)<br> per share		Diluted income (loss)<br> per share
(in thousands of dollars, except per share amounts)	()		()		()
May 31, 2023		)		)		)
February 28, 2023		)		)		)
November 30, 2022		)		)		)
August 31, 2022		)		)		)
May 31, 2022		)		)		)
February 28, 2022		)		)		)
November 30, 2021
August 31, 2021		)		)		)

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 May 31, 2023, and 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.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Liquidity and Capital Resources

The following table sets forth selected information regarding the Company's financial position for the periods indicated on a consolidated basis and includes the assets and liabilities of US GoldMining as disclosed above under "Other Investments". Cash and cash equivalents of $24.5 million and other assets held by US GoldMining are solely for the operations of US GoldMining and are not available for use by GoldMining or other subsidiaries of GoldMining.

	As at May 31,	As at November 30,
	2023	2022
(in thousands of dollars)	()	()
Cash and cash equivalents
Working capital (deficit)			)
Long-term investments
Total assets
Total current liabilities
Accounts payable and accrued liabilities
Total non-current liabilities
Shareholders' equity
Non-controlling interests

All values are in US Dollars.

Capital resources of the Company consist primarily of cash, liquid short-term investments and long-term investments. As of May 31, 2023, the Company had cash and cash equivalents totalling $26.0 million compared to $8.3 million at November 30, 2022, and $2.1 million in other current assets compared to $0.9 million at November 30, 2022. The increase in cash and cash equivalents was primarily the result of cash proceeds from the ATM program and net proceeds from US GoldMining's IPO during the six months ended May 31, 2023. As of May 31, 2023 the Company had long-term investments of $60.4 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.

The Company had a margin loan payable of $4.3 million as of May 31, 2023 under the Company's Facility, compared to $8.8 million at November 30, 2022. The decrease was the result of a $5.1 million principal payment under the Facility during the six months ended May 31, 2023. The Company had accounts payable and accrued liabilities of $2.0 million as of May 31, 2023, compared to $1.7 million at November 30, 2022. The increase in accounts payable and accrued liabilities of $0.3 million was primarily the result of additional professional fees incurred by US GoldMining's for its IPO. As of May 31, 2023, the Company had working capital (current assets less current liabilities) of $21.5 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 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. In February 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 repayment fees and the Facility's margin and pricing requirements were amended in light of existing market conditions. In May 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 repayment fees and the Facility's margin and pricing requirements were amended in light of existing market conditions.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

As at May 31, 2023, the outstanding principal was $4.6 million (US$3.4 million). Subsequent to May 31, 2023, the Facility was further amended and the Company repaid an amount of US$1.15 million in June 2023 without incurring early re-payment fees and a further US$1.15 million repayment is due on or before July 31, 2023 and the Facility maturity date was revised to August 30, 2023. In addition, a one-time Facility amendment fee of US$0.05 million, is due on August 30, 2023.

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 May 31, 2023, including payments due for each of the next five years and thereafter.

Contractual Obligations<br><br> <br><br><br> <br>(in thousands of dollars)	Payments Due by Period
	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$3.19 million to C$4.33 million using the period end exchange rate of US$0.7367/C$1.
(2)	Payment is converted from R$3.22 million to C$0.87 million using the period end exchange rate of R$3.7244/C$1.
(3)	Payment is converted from US$0.63 million to C$0.85 million using the period end exchange rate of US$0.7367/C$1.

General and Administrative

The Company is currently renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $0.2 million. Additionally, in May 2023, the Company entered into an office sublease agreement for office space in Vancouver, British Columbia with a term of 5 years and 4 months commencing August 1, 2023 and expiring on November 29, 2028. The monthly payment pursuant to the sublease agreement is $14 per month.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Commitments

Boa Vista Joint Venture Project

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.

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

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

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

Whistler Project

Cash Flows

Operating Activities

Net cash used in operating activities during the six months ended May 31, 2023, was $9.4 million, compared to $5.2 million in the six months ended May 31, 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 six months ended May 31, 2023 was $2.1 million, compared to $4.0 million during the six months ended May 31, 2022. Net cash used in investing activities during the six months ended May 31, 2023 was primarily related to investment in NevGold shares in the amount of $1.3 million compared to $nil during the six months ended May 31, 2022, investment in GRC shares in the amount of $0.3 million compared to $3.8 million during the six months ended May 31, 2022, and investments in exploration and evaluation assets as option payments of $0.4 million were made for the La Garrucha concession compared to $nil during the six months ended May 31, 2022.

Financing Activities

Net cash provided by financing activities during the six months ended May 31, 2023, was $29.2 million, compared to $6.3 million during the six months ended May 31, 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 six months ended May 31, 2023 in the amount of $9.8 million compared to $5.8 million in the same period of the prior year, net proceeds received from US GoldMining's IPO of $24.3 million compared to $nil during the six months ended May 31, 2022, open market purchases of US GoldMining shares of $3.4 million compared to $nil during the six months ended May 31, 2022, proceeds received from US GoldMining warrant exercises of $3.7 million compared to $nil during the six months ended May 31, 2022, exercise of options during the six months ended May 31, 2023 in the amount of $0.7 million compared to $1.1 million during the six months ended May 31, 2022, interest paid on the margin loan of $0.7 million compared to $0.5 million during the six months ended May 31, 2022, and a principal repayment of margin loan in the amount of $5.1 million compared to $nil during the six months ended May 31, 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 affect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Transactions with Related Parties

Related Party Transactions

During the three and six months ended May 31, 2023, the Company incurred the following related party transactions:

●

the Company incurred $0.04 million and $0.05 million, compared to $0.06 million and $0.1 million for the three and six months ended May 31, 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 co-Chairman and are within industry standards. $0.005 million was payable to such related party as at May 31, 2023 compared to $nil as at November 30, 2022. As at May 31, 2023, prepaid expenses includes $0.5 million (November 30, 2022: $nil) in service fees paid to such entity.

Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended May 31, 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

	For the three months ended		For the six months ended
	May 31,		May 31,
	2023	2022	2023	2022
(in thousands of dollars)	()	()	()	()
Management fees
Director and officer fees
Share-based compensation
Total

All values are in US Dollars.

As at May 31, 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.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

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 May 31, 2023, the Company concluded no impairment indicators exist for any of its exploration and evaluation assets.

Changes in, and Initial Adoption of, Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year, except as follows:

Assets under construction

Assets under construction consist of expenditures incurred for the restoration of the Whistler Project camp facilities and the construction of additional facilities. Costs incurred during construction that are directly attributable to bringing an asset into working condition for its intended use are capitalized; costs that are not necessary in readying an asset for use are recognized as an expense as incurred. Assets under construction are transferred to other respective asset classes and are depreciated when they are completed and available for use.

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.
---	---

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.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

Currency Risk

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

	As at May 31,	As at November 30,
	2023	2022
(in thousands of dollars)	()	()
Assets
United States Dollar
Brazilian Real
Colombian Peso
Total

All values are in US Dollars.

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $5.5 million.

The impact of a Canadian dollar change against the United States Dollar on the investment in GRC by 10% at May 31, 2023 would have an impact, net of tax, of approximately $4.8 million on other comprehensive loss for the six months ended May 31, 2023. The impact of a Canadian dollar change against the United States Dollar on the Company's other financial instruments based on balances at May 31, 2023 would have an impact of $2.0 million on net loss for the six months ended May 31, 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 six months ended May 31, 2023. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

Credit Risk

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 May 31, 2023, the Company has working capital (current assets less current liabilities) of $21.5 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. US GoldMining's cash and cash equivalents of $24.5 million and other assets are not available for use by GoldMining or other subsidiaries of GoldMining.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

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 9.88 million shares and 1.22 million warrants of NASDAQ listed US GoldMining (closing share and warrant trading prices as of May 31, 2023 of US$14.90 and US$1.90, respectively, with a fair value of US$147.4 million), 21.30 million shares of NYSE listed Gold Royalty Corp. (closing share price as of May 31, 2023 of US$1.93 reflects a fair value of US$41.1 million), 12.56 million shares of NevGold (fair value of $4.5 million) and received dividends of $0.6 million from GRC during the six months ended May 31, 2023. GoldMining believes that its cash on hand, access to its ATM Program and ability to enter into future borrowings collateralized by US GoldMining, 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.

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 May 31, 2023, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $5.2 million on other comprehensive loss for the six months ended May 31, 2023.

Outstanding Share Data

As of the date hereof, the Company has 174,060,038 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

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
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			1,821,750
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
May 8, 2028			50,000
May 24, 2028			75,000
			13,237,695

All values are in US Dollars.

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

Restricted Share Rights

As of the date of this MD&A, there are 87,500 restricted share rights outstanding, which are convertible into 87,500 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.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and six months ended May 31, 2023

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 and six months ended May 31, 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 and six months ended May 31, 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.

ex_542237.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 May 31, 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 March 1, 2023 and ended on May 31, 2023 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
---	---

Date: **** July 13, 2023

/s/ Alastair Still

Alastair Still

Chief Executive Officer

ex_542238.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 May 31, 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 March 1, 2023 and ended on May 31, 2023 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
---	---

Date: **** July 13, 2023

/s/ Patrick Obara

Patrick Obara

Chief Financial Officer