GoldMining Inc 6-K, filed Apr 13, 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 April, 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.

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

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

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

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

EXHIBIT INDEX

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.

ex_358027.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

GoldMining Files Early Warning Report

Vancouver, British Columbia – April 12, 2022 – GoldMining Inc. (the "Company") (TSX: GOLD; NYSE-American: GLDG) is issuing this press release under Section 3.1 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Requirements ("NI 62-103") and pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids with respect to the acquisition by the Company of common shares (the "GROY Shares") of Gold Royalty Corp. ("GROY").

On April 12, 2022, the Company acquired 250,000 GROY Shares at an average price of US$4.23 (C$5.33) per share through open market purchases over the facilities of the NYSE American.

Prior to the acquisition, the Company beneficially owned and exercised control and direction of 20,000,000 GROY Shares, representing approximately 14.9% of the outstanding GROY Shares. Immediately following the acquisition, the Company beneficially owned and exercised control and direction of 20,250,000 GROY Shares, representing 15.1% of the outstanding GROY Shares.

The GROY Shares were acquired by the Company for investment purposes, and in the future, the Company may acquire additional securities of GROY, dispose of some or all of the existing or additional securities the Company holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

An early warning report (the "Report") will be filed by the Company pursuant to NI 62-103 on SEDAR at www.sedar.com under the profile of GROY. The Company's head office is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3. To obtain a copy of the Report, please contact the Company as follows:

GoldMining Inc.

Attn: Pat Obara, Chief Financial Officer

1030 West Georgia Street, Suite 1830

Vancouver, BC V6E 2Y3

Tel: (855) 630-1001

About GoldMining Inc.

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.

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3

For additional information, please contact:

GoldMining Inc.

Amir Adnani, Chairman

Alastair Still, CEO

Telephone: (855) 630-1001

Email: info@goldmining.com

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3