GoldMining Inc 6-K, filed Jun 23, 2022
GoldMining Inc. (GLDG)
About this 6-K
GoldMining Inc filed this 6-K on June 23, 2022.
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 June, 2022.
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.
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☐ Form 20-F |
☒ Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INCORPORATION BY REFERENCE
Exhibit 99.1 and 99.2 in this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-10, as amended (Registration No.333-255705), of GoldMining Inc. (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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Exhibit Number |
Description |
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99.1 |
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| 99.2 | Material Change Report dated June 23, 2022 |
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.
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By: |
/s/ Pat Obara |
Pat Obara
Chief Financial Officer
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Date: |
June 23, 2022 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
GoldMining Inc. Discovers Extension Of Its
La Garrucha Target, La Mina Project, Colombia:
Drill Results include 345.54 metres at 0.74 g/t AuEq
This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated December 10, 2021 to its short form base shelf prospectus dated October 27, 2021.
Vancouver, British Columbia – June 23, 2022 – GoldMining Inc. (the "Company" or "GoldMining") (TSX: GOLD; NYSE American: GLDG) is pleased to announce initial assay results from the first two holes of a six hole 3,600 metre (m) drilling program on the La Garrucha target, located less than one kilometre to the east and immediately adjacent to existing mineral resources on the Company’s 100% owned La Mina project (“La Mina”), located in Antioquia, Colombia.
Highlights
The assays presented herein are for the first step-out drill section located 100 metres along strike of previously identified porphyry-style mineralization at La Garrucha.
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LME1107 |
207.95 m at 0.48 g/t Au and 0.10% Cu (0.62 g/t AuEq) from 261.60 m depth |
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Including |
57.17 m at 0.60 g/t Au and 0.13% Cu (0.79 g/t AuEq) from 282.75m depth |
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And |
70.89 m at 0.60 g/t Au and 0.10% Cu (0.74 g/t AuEq) from 387.21 m depth |
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LME1108 |
345.54 m at 0.57 g/t Au and 0.12% Cu (0.74 g/t AuEq) from 254.95 m depth* |
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Including |
59.45 m at 0.76 g/t Au and 0.19% Cu (1.04 g/t AuEq) from 328.92 m depth |
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And |
61.8 m at 0.81 g/t Au and 0.11% Cu (0.97 g/t AuEq) from 538.69 m depth* |
*LME1108 ended in mineralization
Alastair Still, CEO of GoldMining, commented, “This is a great start for our 2022 La Garrucha drilling program at the La Mina Project in Colombia and our broader strategy to unlock value from our portfolio of gold and gold-copper projects located throughout the Americas. This also builds upon the La Mina Preliminary Economic Assessment* announced earlier this year that focused on the La Cantera and Middle Zone deposits of the project which are located 1 kilometre to the west of La Garrucha. Our team believes that the La Garrucha target remains open for expansion and is shaping up as a third possible porphyry deposit which could contribute potential additional resources to lead the growth of the La Mina Project.”
SUITE 1830 – 1030 WEST GEORGIA STREET
VANCOUVER BC V6E 2Y3
Tim Smith, VP Exploration of GoldMining, commented, “These results from the first two holes of our 3,600 metre drilling program (announced April 12, 2022) confirm that the La Garrucha porphyry mineralization extends to the southeast along strike as modelled from our geophysical dataset and interpreted by our technical team. Drilling is continuing on the next two drill fences located on 100 metre step outs southeast along strike. We expect that those assay results will be released in the coming months as they become available. With the association between bedrock magnetic highs and porphyry-style mineralization now confirmed, we are further encouraged by the presence of additional magnetic targets located within the broader La Mina property which will be systematically explored for additional Au-Cu porphyry mineralization.”
*The Preliminary Economic Assessment referenced above, announced January 12, 2022, is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.
Drill Program Details and Geological Description
The ongoing La Garrucha drilling program is targeting a large (1km x 1km) magnetic high associated with a granodiorite porphyry intrusive complex that hosts gold and copper mineralization at La Garrucha (see Figure 1). A smaller discrete magnetic high is also coincident with the nearby La Cantera Au-Cu porphyry deposit. Previous La Garrucha drilling completed in 2011 by Bellhaven Copper & Gold Inc. (‘Bellhaven’; prior to acquisition by GoldMining) returned gold-copper porphyry intercepts of 216.80 metres at 1.31 g/t Au and 0.15% Cu from 143.0 to 359.80 metres depth in LME1100; 158.12 metres at 1.01 g/t Au and 0.17% Cu from 66.50 to 224.62 metres depth in LME1102; and 71.0 metres at 1.02 g/t Au and 0.14% Cu from 355.0 to 426.0 metres depth and 106.60 metres at 0.56 g/t Au and 0.11% Cu from 485.65 to 592.25 metres depth in LME1104.
Drill holes LME1107 & 1108 were drilled on a NE-SW oriented section located 100 metres southeast of the previous Bellhaven drilling at an azimuth of 220⁰ and at hole inclination of -50⁰ and -70⁰ hole respectively (see Figure 2). Drilling has confirmed the continuation of porphyry mineralization southeast along strike. Gold and copper mineralization is coincident, and higher grades are associated with a core potassic alteration zone within the porphyry intrusive complex, quartz stockwork veining and both vein-hosted and disseminated sulphides including pyrite, chalcopyrite and lesser bornite. Detailed core logging is ongoing, including re-logging of the previous Bellhaven core, to place copper and gold mineralization in spatial and temporal context with the hosting porphyry intrusive complex. Geological 3D modelling and subsequent resource modelling will take place in the latter part of the year following conclusion of the drilling program.
The La Garrucha porphyry mineral system now extends over at least 300 metres strike, where it is open to the southeast, and over at least 200 metres width. Drilling has tested to a maximum vertical depth of 450 metres below surface where the porphyry mineral system remains open to depth.
Step-out drilling is currently ongoing on a second drill fence located 100 metres along strike to the southeast of LME1107 & 1108. A third fence is planned an additional 100 metres southeast along strike pending visual observations of the drill cores. In addition, the drill will return to the LME1107 & 1108 drill pad to re-enter and deepen LME 1108 given that core assays indicate that the hole ended in mineralization.
Additional information regarding the La Mina Project, including existing resource estimates and past work at the project, is set out in the technical report titled "NI 43-101 Technical Report and Preliminary Economic Assessment, La Mina Project, Antioquia, Republic of Colombia" with an effective date of January 12, 2022, which is available at the Company's website at www.goldmining.com
SUITE 1830 – 1030 WEST GEORGIA STREET
VANCOUVER BC V6E 2Y3
Figure 1 – La Garrucha drill hole locations overlying total magnetic intensity (TMI) image. Hotter colors (red-white) indicate rocks containing higher abundance of magnetic minerals. La Cantera and La Garrucha porphyry intrusive complexes occur associated with discrete circular highly magnetic anomalies. GoldMining Inc has identified several additional similar magnetic anomalies within the La Mina Property.
SUITE 1830 – 1030 WEST GEORGIA STREET
VANCOUVER BC V6E 2Y3
Figure 2 – La Garrucha drill hole Section 1, facing northwest (see section trace on plan map insert).
SUITE 1830 – 1030 WEST GEORGIA STREET
VANCOUVER BC V6E 2Y3
Table 1 – 2022 La Garrucha gold assay results for the first two holes of the drilling program received as of 22nd June 2022.
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Hole Number |
Interval From |
Interval To |
Core Length |
Gold Grade |
Copper Grade (%) |
Au Eq* (g/t) |
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LME1107 |
186.05 |
236.85 |
50.80 |
0.32 |
0.10 |
0.46 |
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And |
261.60 |
473.45 |
207.95 |
0.48 |
0.10 |
0.62 |
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Including |
282.75 |
339.92 |
57.17 |
0.60 |
0.13 |
0.79 |
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Including |
387.21 |
458.10 |
70.89 |
0.60 |
0.10 |
0.74 |
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LME1108 |
254.95 |
600.49 |
345.54 |
0.57 |
0.12 |
0.74 |
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Including |
328.92 |
388.37 |
59.45 |
0.76 |
0.19 |
1.04 |
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Including |
538.69 |
600.49 |
61.80 |
0.81 |
0.11 |
0.97 |
*Au Eq calculated using US$1600/oz gold and US$3.39/lb copper, as per the La Mina PEA (see January 12, 2022 press release and ‘NI 43-101 Technical Report and Preliminary Economic Assessment, La Mina Project, Antioquia, Republic of Colombia’ with an effective date of January 12, 2022). Results are presented as core length and assays uncut as there are no high grade outliers in the sample population. Results to date are insufficient to determine true width.
Table 2 – 2022 La Garrucha drillhole collar location coordinates.
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Hole Number |
Easting |
Northing |
Elevation |
Depth |
Azimuth |
Dip |
Status |
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LME1107 |
420207.0 |
654691.0 |
1999.50 |
500.49 |
225° |
-50 |
All assays received |
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LME1108 |
420207.0 |
654691.0 |
1999.50 |
600.49 |
225° |
-70 |
One assay batch pending |
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LME1109 |
420356.0 |
654723.0 |
2088.00 |
818.12 |
221° |
-50 |
Drilling complete; assays pending |
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LME1110 |
420356.0 |
654723.0 |
2088.00 |
620.0 |
221° |
-40 |
Drilling ongoing: target depth 620m |
SUITE 1830 – 1030 WEST GEORGIA STREET
VANCOUVER BC V6E 2Y3
Qualified Person
Paulo Pereira, P. Geo., President of GoldMining, has reviewed and approved the technical information contained in this news release. Mr. Pereira is a Qualified Person as defined in National Instrument 43-101.
Data Verification
For this program of drill core sampling, samples were taken from the NQ/HQ core by sawing the drill core in half, with one-half sent to ALS Colombia LTDA in Medellín for assaying and the other half retained for future reference. Sample lengths downhole range from a minimum of 0.50m to a maximum of 2.10m. ALS Colombia LTDA is a certified commercial laboratory located in Medellín, Antioquia, Colombia and is independent of GoldMining. GoldMining has implemented a stringent quality assurance and quality-control (QA/QC) program for the sampling and analysis of drill core which includes insertion of duplicates, mineralized standards and blank samples for each batch of 100 samples. The gold analyses were completed by ALS Au-AA23 method (fire-assay with an atomic absorption finish on 30 grams of material). Repeats were also carried out by fire-assay. Copper analyses were completed by ALS ME-ICP61 method (four acid digest with ICP analysis).
About GoldMining Inc.
GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia, and Peru. The Company also owns more than 20 million shares of Gold Royalty Corp. (NYSE American: GROY).
For additional information, please contact:
GoldMining Inc.
Amir Adnani, Chairman
Alastair Still, CEO
Telephone: (855) 630-1001
Email: info@goldmining.com
Forward-looking Statements
This document contains certain forward-looking statements that reflect the current views and/or expectations, including statements regarding the Company's expectation, future potential and future work programs at the Company’s La Mina Project. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which GoldMining operates. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: delays to plans caused by restrictions and other future impacts of COVID-19 or any other inability of the Company to meet expected timelines for planned project activities; results of exploration programs may not confirm expectations; the inherent risks involved in the exploration and development of mineral properties, fluctuating metal prices, unanticipated costs and expenses, risks related to government and environmental regulation, social, permitting and licensing matters, and uncertainties relating to the availability and costs of financing needed in the future. These risks, as well as others, including those set forth in GoldMiningꞌs Annual Information Form for the year ended November 30, 2021, and other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. 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 law.
SUITE 1830 – 1030 WEST GEORGIA STREET
VANCOUVER BC V6E 2Y3
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
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1. |
Name and Address of Company: |
GOLDMINING INC.
1830-1030 West Georgia Street
Vancouver, BC V6E 2Y3
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2. |
Date of Material Change: |
The material change described in this report occurred on June 13, 2022
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3. |
News Release: |
On June 14, 2022, GoldMining Inc. ("GOLD") issued a news release through the facilities of CNW Newswire.
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4. |
Summary of Material Change: |
On June 13, 2022, GOLD and a wholly-owned subsidiary of GOLD (together with GOLD, the "Company") had entered into an option agreement (the "Option Agreement") with NevGold Corp. and its subsidiary (together with NevGold Corp., "NevGold") whereby NevGold Corp.'s subsidiary may acquire a 100% interest in the Company's Almaden Project, located in Idaho, U.S.A. (the "Almaden Project") for total consideration of up to C$16.5 million in cash and/or shares to the Company from NevGold (the "Option"). Such total consideration is comprised of initial consideration of C$3.0 million, additional payments of C$6.0 million to exercise the Option and further contingent payments of up to C$7.5 million tied to success-based project milestones.
Concurrent with the closing of the grant of the Option, GOLD will make a strategic investment in NevGold by subscribing for 1,481,481 common shares of NevGold Corp. ("NevGold Shares") at a price of C$0.675 per NevGold Share for total subscription proceeds of C$1 million.
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5. |
Full Description of Material Change: |
On June 13, 2022, the Company entered into the Option Agreement with NevGold, pursuant to which the Company will grant a subsidiary of NevGold Corp. the Option to acquire a 100% interest in the Almaden Project for initial consideration of C$3.0 million, which will be satisfied through the issuance of 4,444,444 NevGold Shares to the Company.
Pursuant to the Option, in order to acquire the Almaden Project, NevGold must:
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(i) |
make the following additional payments of C$6.0 million to the Company, payable in cash and/or NevGold Shares, at the election of NevGold: |
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● |
January 1, 2023: C$1.5 million; |
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● |
July 1, 2023: C$1.5 million; and |
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● |
January 1, 2024: C$3.0 million; and |
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(ii) |
complete the following qualifying expenditures of C$2.25 million at the Almaden Project during an exercise period ending January 1, 2024: |
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● |
C$1.5 million on or before June 1, 2023; and |
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● |
C$0.75 million on or before December 31, 2023. |
Upon satisfying the total C$9.0 million in cash and/or share payments and completing the C$2.25 million in qualifying expenditures by January 1, 2024, NevGold would own 100% of the Almaden Project.
The Option Agreement also provides for the following additional contingent payments of up to C$7.5 million by NevGold, payable in cash and/or NevGold Shares, at the election of NevGold:
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● |
C$0.5 million on completion of a positive Preliminary Economic Assessment; |
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● |
C$2.5 million on completion of a positive Preliminary Feasibility Study; and |
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● |
C$4.5 million on completion of a positive Feasibility Study. |
In the event that any of the foregoing payments are satisfied through the issuance of additional NevGold Shares, the number of such shares will be based upon the volume weighted average price of the NevGold Shares for the applicable 30-trading day period.
Concurrent with the closing of the grant of the Option, GOLD will make a strategic investment in NevGold Corp. by subscribing for 1,481,481 NevGold Shares at a price of C$0.675 per NevGold Share for total subscription proceeds of C$1.0 million. Under the Option Agreement, GOLD has agreed to purchase additional equity of NevGold Corp. in an amount equal to the lesser of C$1.25 million and 40% of the total gross proceeds raised by NevGold Corp. in the event NevGold Corp. completes a qualifying financing prior to November 30, 2022.
In connection with the transaction, on closing, the parties will enter into an investor rights agreement on customary terms, which provides for, among other things, the grant of certain anti-dilution rights by NevGold Corp. to GOLD and the right to nominate one board member of NevGold Corp., provided the Company maintains an equity interest in NevGold Corp. above 4.99%.
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6. |
Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102: |
Not applicable.
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7. |
Omitted Information: |
Not applicable.
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8. |
Executive Officer: |
The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:
Patrick Obara
Chief Financial Officer
Telephone: (604) 630-1000
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9. |
Date of Report: |
June 23, 2022