GoldMining Inc (GLDG) 6-K, filed Oct 15, 2021

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2021.

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

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

Exhibit<br><br> <br>Number	Description
99.1	Condensed consolidated interim financial statements for the three and nine months ended August 31, 2021 and 2020 (unaudited).
99.2	Management’s discussion and analysis for the three and nine months ended August 31, 2021.
99.3	Certification of interim filings – CEO, dated October 15, 2021.
99.4	Certification of interim filings – CFO, dated October 15, 2021.

SIGNATURES

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

GOLDMINING INC.

By:	/s/ Pat Obara
	Pat Obara
	Chief Financial Officer
Date:	October 15, 2021

ex_290316.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

AUGUST 31, 2021 AND 2020

(Expressed in Canadian Dollars unless otherwise stated)

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Financial Position<br><br> <br>As at August 31, 2021 and November 30, 2020<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)
			As at August 31,		As at November 30,
---	---	---	---	---	---	---
	Notes		2021		2020
			()		()
Assets	****	****		****		****
Current assets
Cash and cash equivalents		6
Restricted cash		6
Other receivables
Prepaid expenses and deposits
Short-term investments

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

Liabilities	****	****		****		****
Current liabilities
Accounts payable and accrued liabilities		7
Due to joint venture
Due to related parties		13
Lease liabilities
Short-term credit facility		8

Non-Current Liabilities
Lease liabilities
Government loan
Rehabilitation provisions		9
Deferred tax liability		3

Equity	****	****		****		****
Issued capital		10
Reserves		10
Retained earnings (deficit)						)
Accumulated other comprehensive loss				)		)
Total equity attributable to shareholders of the Company
Non-controlling interests		11

All values are in US Dollars.

Commitments (Note 15)

Subsequent events (Note 16)

Approved and authorized for issue by the Board of Directors on October 15, 2021.

/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 Income (Loss)<br><br> <br>For the three and nine months ended August 31, 2021 and August 31, 2020<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)
			For the three months				For the nine months
---	---	---	---	---	---	---	---	---	---	---
			ended August 31,				ended August 31,
	Notes		2021		2020		2021		2020
			()		()		()		()
Expenses	****	****		****		****		****		****
Consulting fees
Depreciation		4
Directors' fees, salaries and benefits		13
Exploration expenses		5
General and administrative
Professional fees
Share-based compensation		10,11
Share of loss on investment in joint venture
Gain on remeasurement of GRC shares		3						)
Share of loss in associate		3
								)
Operating income (loss)				)		)				)
Other items	****	****		****		****		****		****
Interest income (expense)				)
Accretion of rehabilitation provisions		9		)		)		)		)
Financing costs		8		)		)		)		)
Write-off of exploration and evaluation assets		5				)				)
Gain on settlement of litigation		7,16
Gain on disposal of equipment		4
Net foreign exchange gain (loss)						)		)		)
Net income (loss) for the period before taxes				)		)				)
Deferred income tax recovery (expense)		3						)
Net income (loss) for the period				)		)				)
Attributable to:	****	****		****		****		****		****
Shareholders of the Company				)		)				)
Non-controlling interests		11						)
Net income (loss) for the period				)		)				)
Other comprehensive income (loss)	****	****		****		****		****		****
Item that will not be subsequently reclassified to net income or loss:
Unrealized gain (loss) on short-term investments				)				)
Item that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments						)		)		)
Deferred tax expense on foreign currency translation of associate				)				)
Total comprehensive income (loss) for the period				)		)				)
Attributable to:	****	****		****		****		****		****
Shareholders of the Company				)		)				)
Non-controlling interests		11						)
Total comprehensive income (loss) for the period				)		)				)
Basic income (loss) per share		10		)		)				)
Diluted income (loss) per share		10		)		)				)
Weighted average number of shares outstanding	****	****		****		****		****		****
Basic
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 nine months ended August 31, 2021 and 2020<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)
										Accumulated		Attributable
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
								Retained		Other		to Shareholders
			Number of		Issued			Earnings		Comprehensive		of the		Non-
	Notes		Shares		Capital	Reserves		(Deficit)		Loss		Company		controlling			Total
					()	()		()		()		()		Interest			()
Balance at November 30, 2019				138,902,965					)		)				-
Options exercise		10		3,389,314			)								-
Restricted share rights vested				108,951			)								-
Warrants exercise		10		3,771,986			)								-
Issued capital pursuant to acquisiton of:
Exploration and evaluation assets		5		1,455,978											-
Share-based compensation		10		-											-
Foreign currency translation adjustments				-							)		)		-			)
Unrealized gain on short-term investments				-											-
Net loss for the period				-					)				)		-			)
Balance at August 31, 2020				147,629,194					)		)				-
Options exercise		10		952,750			)								-
Restricted share rights vested		10		117,247			)								-
Gold Royalty private placement		11		-											1,204,414
Share-based compensation		10		-											-
Foreign currency translation adjustments				-											-
Unrealized loss on short-term investments				-							)		)		-			)
Net loss for the period				-					)				)		-			)
Balance at November 30, 2020				148,699,191					)		)				1,204,414
Options exercise		10		1,007,139			)								-
Restricted share rights vested		10		24,040			)								-
Gold Royalty private placement		11		-											52,836
Gold Royalty restricted shares		11		-					)				)		402,112
Share-based compensation		10,11		-											71,622
Initial recognition of deferred tax benefits of share issuance costs		3		-											-
Foreign currency translation adjustments				-							)		)		-			)
Deferred tax expense on foreign currency translation of associate		3		-							)		)		-			)
Unrealized loss on short-term investments				-							)		)		-			)
Net income for the period				-											(171,056	)
Deconsolidation of the non-controlling interest		3,11		-											(1,559,928	)		)
Balance at August 31, 2021				149,730,370							)				-

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 nine months ended August 31, 2021 and 2020<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)
	For the three months				For the nine months
---	---	---	---	---	---	---	---	---
	ended August 31,				ended August 31,
	2021		2020		2021		2020
	()		()		()		()
Operating activities		****		****		****		****
Net income (loss) for the period		)		)				)
Adjustments for items not involving cash:
Depreciation
Accretion
Financing costs
Equity losses of joint venture
Share-based compensation
Write-off of exploration and evaluation assets
Gain on remeasurement of GRC shares						)
Share of loss in associate
Deferred income tax expense (recovery)		)
Gain on settlement of litigation		)				)
Gain on disposal of equipment				)				)
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								)
Due to related parties		)				)		)
Cash used in operating activities		)		)		)		)
Investing activities		****		****		****		****
Investment in exploration and evaluation assets		)		)		)		)
Investment in royalty						)
Purchase of equipment						)		)
Proceeds on disposal of equipment
Deconsolidation of cash held in GRC						)
Reclamation deposit
Restricted cash deposit refund
Cash generated from (used in) investing activities				)		)		)
Financing activities		****		****		****		****
Proceeds from shares and warrants issued
Payment of lease liabilities		)		)		)		)
Proceeds from government loan
Payment of short-term credit facility		)				)
Proceeds from GRC private placement
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>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
1.	Corporate Information
---	---

GoldMining Inc. is a corporation organized under the laws of British Columbia and was incorporated in the Province of British Columbia, Canada, on September 9, 2009. 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, Peru and other regions of the Americas.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on 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.

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, 2020 and 2019 except as described in note 2.3. 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 and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), and all values are rounded to the nearest dollar except where otherwise indicated.

The Company's condensed consolidated interim financial statements for the three and nine month period ended August 31, 2021 were authorised for issue by the Company's Board of Directors on October 15, 2021.

2.2	Significant accounting judgments and estimates

The preparation of these condensed consolidated 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 consolidated financial statements are consistent with this described in Note 3 of the Company's annual consolidated financial statements except as follows:

Investment in associate – Gold Royalty Corp.

In March 2021, the Company's former subsidiary, Gold Royalty Corp. ("GRC") completed its initial public offering (the "IPO"). Inclusive of the partial exercise of an overallotment option, GRC issued 18,000,000 units (the "Units") at a price of US$5.00 per Unit and separately issued 721,347 common shares and 1,350,000 warrants for aggregate gross proceeds of $117.3 million (US$94.5 million). Each Unit consisted of one common share and one half of one common share purchase warrant. Following the completion of the IPO, the Company's ownership in GRC decreased from 87.6% to 48.1%.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

GRC's board of directors appoints officers and management of GRC and approves its operating, investing and financing decisions. Prior to the completion of the IPO, significant decisions related to GRC's activities required approval by both GRC and the Company's boards of directors. Subsequent to the completion of the IPO, the Company continued to have two directors on GRC's board of directors, however, a majority of GRC directors are independent of the Company. Significant operational, investing and financing decisions by GRC no longer require approval of the Company and there is no investor rights agreement in place allowing the Company specific rights to appoint directors to GRC's board. With reduced board representation and ownership percentage, and a substantially separate management team in place for GRC, the Company determined that it has significant influence, rather than control, over GRC. The Company has reported the results of GRC as an associate using the equity method effective March 11, 2021 (Note 3) .

On August 23, 2021 GRC completed the acquisition of Ely Gold Royalties Inc. ("Ely Gold") by issuing 30,902,176 GRC common shares and paying $84.0 million in cash. Following GRC's acquisition of Ely Gold, the Company's ownership in GRC decreased from 48.1% to 27.6%. Post ownership dilution, two of the Company's directors remained members of GRC's board of seven directors. As a consequence, the Company's ability to exercise significant influence over GRC continued to exist at August 31, 2021.

2.3	Adoption of new accounting standards

Business combinations

In October 2019, the IASB issued amendments to the definition of a business in IFRS 3 – Business Combinations ("IFRS 3"). The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and assets to qualify as a business. To be considered a business an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Additional guidance is provided that helps to determine whether a substantive process has been acquired. The amendments introduce an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets. The amendments are applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after the first annual reporting period beginning on or after January 1, 2020. Effective December 1, 2020, the Company prospectively adopted the new IFRS 3 accounting standard which did not have an impact on the condensed consolidated interim financial statements for the three and nine months ended August 31, 2021.

Investments in associates

Investments in associates over which the Company exercises significant influence but which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale.

The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Company's proportionate share of the profit (loss), other comprehensive income (loss) and any other changes in the associate's or joint venture's net assets, such as further investment. Adjustments are made to align any inconsistencies between the Company's accounting policies and its associate's policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate. The equity method requires shares of losses to be recognized only until the carrying amount of an interest in associate is nil. Any further losses are not recognized unless the entity has a legal or constructive obligation in respect of the liabilities associated with those losses.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

At each statement of financial position date, the Company considers whether there is objective evidence of impairment of its investments in associates. If there is such evidence, the Company determines the amount of impairment to record, if any, in relation to the associate.

Where the Company loses control of an entity and it is reclassified as an associate the Company will remeasure the value of its retained investment at fair market value. A gain or loss will be recognized for the difference between the net amount of the change in interest and the fair value of a retained interest or any consideration received or paid. As of the date of loss of control the Company will cease to consolidate the results of the entity and report its results as an associate using the equity method of accounting.

3.	Investment in Associate

Following the Company's loss of control of GRC, the Company remeasured the value of its retained investment at fair value and recognized a gain of $118,200,828. The Company initially measured its 20 million share interest in GRC at $5.92 (US$4.72) per share, based on the closing price of GRC common shares on March 11, 2021 (the "IPO Closing Date").

Gain on remeasurement of GRC shares

	()
Fair value of investment in GRC
GRC net asset value - March 11, 2021
Gain on loss of control over GRC

All values are in US Dollars.

The changes in the investment in GRC from March 11, 2021 to August 31, 2021 are as follows:

	August 31,
	2021
	()
Investment in GRC - March 11, 2021
Share of loss in GRC		)
Share of OCI in GRC
Loss on ownership interest dilution		)
Balance at end of period

All values are in US Dollars.

As at August 31, 2021, following the acquisition of Ely Gold by GRC, the Company owned 27.6% of the outstanding GRC shares (20 million shares). As of August 31, 2021, the fair value of the Company's investment in GRC, based on the quoted market price of GRC, was approximately $109.0 million.

During the three and nine month periods ended August 31, 2021, the Company recorded a loss on ownership dilution of $3,240,224, which was recorded within share of loss in associate in the consolidated statements of comprehensive income. The loss on ownership dilution was recognized upon the Company remeasuring its share of GRC's net assets following the acquisition of Ely Gold by GRC.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

Deferred Income Tax Expense

During the three month period ended August 31, 2021, the Company recognized a deferred income tax recovery of $1,156,081. During the nine month period ended August 31, 2021, the Company recognized a deferred income tax expense of $7,988,478, which was net of $6,780,491 deferred tax benefits related to the recognition of previously unrecognized deferred tax assets. These amounts have been recorded during the three and nine months ended August 31, 2021 on a discrete basis because a reliable estimate of the annual effective rate cannot be made. The Company has recognized a deferred tax liability associated with the investment in associate less recognized deferred tax assets. The deferred tax liability related to investment in associate has been computed on the assumption the temporary difference will reverse as a capital gain.

Lock-up Agreement for GRC common shares

In connection with GRC's IPO, the Company entered into a lock-up agreement, pursuant to which the Company agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any GRC common shares for a period of 180 days after March 8, 2021, subject to certain limited exceptions, without the prior written consent of the underwriters of the IPO. As of August 31, 2021, 20,000,000 GRC common shares held by the Company remain subject to transfer restrictions pursuant to the lock-up agreement. Subsequent to quarter end, on September 4, 2021 the lock-up period expired.

4.	Land, Property and Equipment
							Right-of-
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
							Use Assets
			Buildings and		Office		(Office and)		Exploration
	Land		Camp Structures		Equipment		warehouse space)		Equipment		Vehicles		Total
	()		()		()		()		()		()		()
Cost		****		****		****		****		****		****		****
Balance at November 30, 2019
Initial recognition of IFRS 16
Additions
Disposal of equipment						)				)				)
Change in reclamation estimate
Impact of foreign currency translation		)		)		)		)		)		)		)
Balance at November 30, 2020
Additions
Change in reclamation estimate
Deconsolidation of GRC						)								)
Impact of foreign currency translation		)		)		)		)		)		)		)
Balance at August 31, 2021
Accumulated Depreciation		****		****		****		****		****		****		****
Balance at November 30, 2019
Disposal of equipment						)				)				)
Depreciation
Impact of foreign currency translation				)		)		)		)		)		)
Balance at November 30, 2020
Depreciation
Deconsolidation of GRC						)								)
Impact of foreign currency translation				)		)		)		)		)		)
Balance at August 31, 2021
Net Book Value		****		****		****		****		****		****		****
At November 30, 2020
At August 31, 2021

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
5.	Exploration and Evaluation Assets
---	---
	For the three months ended				For the nine months
---	---	---	---	---	---	---	---	---
	ended August 31,				ended August 31,
	2021		2020		2021		2020
	()		()		()		()
Balance at the beginning of period
Mineral rights and property acquired
Mineral property option payment
Write-off of exploration and evaluation assets				)				)

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

All values are in US Dollars.

Sale of Royalty Interests to GRC

On November 27, 2020, the Company entered into a royalty purchase agreement with GRC, the Company's former subsidiary, pursuant to which the Company caused certain of its subsidiaries to create and grant to GRC net smelter return ("NSR") royalties ranging from 0.5% to 2.0% on 17 gold and gold-copper properties and to assign and transfer to GRC certain buyback rights held by its subsidiaries under existing royalty agreements with third parties. The purchase consideration was satisfied by the issuance of 15,000,000 common shares of GRC to the Company.

The following is a summary of the royalties and other interests GRC acquired from the Company:

Royalties

● a 1.0% NSR on the Whistler Project, located in Alaska, USA, including each of the Whistler, Raintree West and Island Mountain properties;

● a 1.0% NSR on the Yellowknife Project, located in the Northwest Territories, Canada, including each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky properties;

● a 2.0% NSR on the Titiribi Project, located Colombia;

● a 2.0% NSR on the La Mina Project, located in Colombia;

● a 1.0% NSR on the São Jorge Project, located in Brazil;

● a 1.0% NSR on the Batistão Project, located in Brazil;

● a 0.5% NSR on the Almaden Project, located in Idaho, USA;

● a 1.0% NSR on the Cachoeira Project, located in Brazil;

● a 1.0% NSR on the Crucero Project, located in Peru;

● a 1.0% NSR on the Surubim Project, located in Brazil; and

● a 1.0% NSR on the Yarumalito Project, located in Colombia.

Buyback Rights

● the right to acquire a 2.0% NSR on the Batistão Project for US$1,000,000;

● the right to acquire a 0.5% NSR on the Surubim area of the Surubim Project for US$1,000,000, which royalty is payable after production at the project has exceeded two million ounces of gold;

● the right to acquire a 1.5% NSR on the Surubim area of the Surubim Project for US$1,000,000;

● the right to acquire a 0.65% NSR on the Rio Novo area of the Surubim Project for US$1,500,000;

● the right to acquire a 0.75% NSR on the Whistler Project (including an area of interest) for US$5,000,000;

● the right to acquire a 1.0% NSR on the Yarumalito Project for $1,000,000;

● the right to acquire a 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for $1,000,000;

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

● the right to acquire a 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for $500,000; and

● the right to acquire a 0.25% NSR on the Narrow Lake property at the Yellowknife Project for $250,000, in cash or common shares of GoldMining at any time until the fifth anniversary of commercial production.

As the Company controlled GRC at the time of the initial royalty transfer, the transfer of the royalty interests was a transaction between the Company and its then subsidiary and the effects of these transactions were eliminated on consolidation.

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

	August 31,	November 30,
	2021	2020
	()	()
La Mina
Titiribi
Yellowknife
Crucero
Cachoeira
São Jorge
Surubim
Yarumalito
Almaden
Whistler
Batistão
Montes Áureos and Trinta
Rea
Total

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

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 nine months ended		incorporation,
	August 31,		August 31,		September 9, 2009, to
	2021	2020	2021	2020	August 31, 2021
	()	()	()	()	()
Whistler
La Mina
Titiribi
Yellowknife
Crucero
São Jorge
Almaden
Cachoeira
Yarumalito
Montes Áureos and Trinta
Rea
Surubim
Batistão
Other Exploration Expenses
Total

All values are in US Dollars.

6.	Cash and Cash Equivalents
	August 31,	November 30,
---	---	---
	2021	2020
	()	()
Cash and cash equivalents consist of:
Cash at bank and on hand
Guaranteed Investment Certificates
Total

All values are in US Dollars.

Restricted cash of $87,494 (November 30, 2020: $350,000) is held by the bank as security for the Company's short-term credit facility.

7.	Accounts Payable and Accrued Liabilities
	August 31,	November 30,
---	---	---
	2021	2020
	()	()
Trade payables^(1)^
Accrued liabilities^(2)^
Payroll and tax withholding
Total

All values are in US Dollars.

(1)	Trade payables at August 31, 2021 include $21,948 due to certain key management personnel for expenses incurred on behalf of the Company (November 30, 2020 – $314,123).
(2)	Subsequent to quarter end on October 14, 2021, the Company settled liabilities of $1,298,186 related to an ongoing litigation matter for $630,800 (US$500,000) (Note 16). As a result, accrued liabilities as at August 31, 2021 reflect the settlement amount, resulting in a gain on settlement of litigation in the amount of $667,386.
---	---

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
8.	Short-term Credit Facility
---	---
	August 31,		November 30,
---	---	---	---
	2021		2020
	()		()
Balance at the beginning of period
Initial draw-down
Interest expense
Interest payments		)
Principal payments		)
Balance at the end of period

All values are in US Dollars.

On November 26, 2020, the Company entered into a credit agreement with Toronto Dominion Bank ("TD"), pursuant to an agreement dated November 3, 2020 between the Company and TD, whereby TD agreed to provide a non-revolving credit facility in the amount of $350,000 (the "Credit Facility"). The Credit Facility matures on November 26, 2021, bears an interest rate of 2.59% per annum and is to be repaid in equal monthly payments of principal and interest. The Credit Facility is secured by $87,494 in Guaranteed Investment Certificates held by TD (Note 6).

9.	Rehabilitation Provisions

The Whistler Project's exploration activities are subject to the State of Alaska's laws and regulations governing the protection of the environment. The Whistler Project rehabilitation provision is valued under the following assumptions:

			November 30,
			2020
Undiscounted amount of estimated cash flows (US)	235,000			235,000
Life expectancy (years)	4			5
Inflation rate	5.30	%		1.20	%
Discount rate	0.40	%		0.36	%

All values are in US Dollars.

In July 2017, the Company acquired the Yellowknife Project and assumed a provision for reclamation of $489,818 related to the restoration of the camp sites. The Yellowknife Project rehabilitation provision is expected to be settled in October 2023 and is valued under the following assumptions:

			November 30,
			2020
Undiscounted amount of estimated cash flows (CAD)	490,000			490,000
Life expectancy (years)	2			3
Inflation rate	3.70	%		0.80	%
Discount rate	0.43	%		0.29	%

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

The following table summarizes the movements in the rehabilitation provisions:

	August 31,		November 30,
	2021		2020
	()		()
Balance at the beginning of year
Accretion
Change in estimate				)
Foreign currency translation adjustments		)		)
Total

All values are in US Dollars.

10.	Share Capital
10.1	Authorized
---	---

The authorized share capital of the Company is comprised of an unlimited number of common shares without par value.

10.2	Reserves
	Restricted Shares ()		Share Options ()		Warrants ()		Total ()
---	---	---	---	---	---	---	---	---
Balance at November 30, 2019
Options exercised				)				)
Restricted share rights vested		)						)
Warrants exercised						)		)
Share-based compensation
Balance at August 31, 2020
Options exercised				)				)
Restricted share rights vested		)						)
Share-based compensation
Balance at November 30, 2020
Options exercised				)				)
Restricted share rights vested		)						)
Share-based compensation
Balance at August 31, 2021

All values are in US Dollars.

10.3	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 and April 5, 2019. Pursuant to the terms of the Option Plan, the Board may designate directors, senior officers, employees and consultants of the Company 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 for 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 Meeting held on May 25, 2019.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

The following outlines movements of the Company's Options:


Balance at November 30, 2019	12,463,000
Granted	980,000
Exercised^(1)^	(3,407,000	)
Expired/Forfeited	(66,250	)
Balance at August 31, 2020	9,969,750
Granted	1,715,000
Exercised	(952,750	)
Balance at November 30, 2020	10,732,000
Granted	350,000
Exercised^(2)^	(1,023,333	)
Expired	(50,000	)
Balance at August 31, 2021	10,008,667

All values are in US Dollars.

(1)	During the three and nine months ended August 31, 2020, the Company issued 1,402,689 and 3,389,314 common shares, respectively, at weighted average trading prices of $2.84 and $2.05. The Common shares were issued pursuant to the exercise of 1,414,750 and 3,407,000 share options, of which 15,439 and 17,314 common shares were issued pursuant to the exercise of 27,500 and 35,000 share options on a net exercise basis.
(2)	During the three and nine months ended August 31, 2021, the Company issued 177,450 and 980,401 common shares, respectively, at weighted average trading prices of $1.77 and $2.08. The Common shares were issued pursuant to the exercise of 208,333 and 1,023,333 share options, of which 29,117 and 37,068 common shares were issued pursuant to the exercise of 60,000 and 80,000 share options on a net exercise basis.
---	---
(3)	On May 30, 2017, the Company acquired a 100% interest in the La Mina Gold Project (the "La Mina Project") as a result of its acquisition of Bellhaven Copper and Gold Inc. ("Bellhaven"), pursuant to a plan of arrangement under an arrangement agreement (the "Arrangement") dated April 11, 2017, between GoldMining and Bellhaven. In addition to the stock option grants presented in the above table, effective May 30, 2017, as a result of the acquisition of Bellhaven, certain Bellhaven options were exercisable into GoldMining Shares based on the exchange ratio of 0.25 GoldMining Share for each Bellhaven option. During the nine months ended August 31, 2021, the remaining 106,952 Bellhaven Options were exercised and converted into 26,738 GoldMining shares at $1.00 per GoldMining Share at a weighted average trading price of $2.09.
---	---

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	0.44	%	0.35	%
Expected life (years)	1.71		2.43
Expected volatility	61.21	%	59.25	%
Expected dividend yield	0.00	%	0.00	%
Estimated forfeiture rate	4.89	%	2.45	%

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

A summary of Options outstanding and exercisable at August 31, 2021, are as follows:

					Options Exercisable
Exercise<br> Prices		Weighted<br> Average<br> Exercise<br> Price<br> ()	Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Life<br><br> <br>(years)		Number of<br><br> <br>Options<br><br> <br>Exercisable		Weighted<br> Average<br> Exercise<br> Price<br> ()	Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Life<br><br> <br>(years)
0.78 - 0.84	1,802,500			2.24		1,802,500			2.24
0.85 - 1.05	2,269,500			2.96		2,269,500			2.96
1.06 - 1.72	3,521,667			1.12		3,446,667			1.03
1.73 - 3.38	2,415,000			3.60		1,345,000			3.42
	10,008,667			2.33		8,863,667			2.13

All values are in US Dollars.

The fair value of the Options recognized as share-based compensation expense during the three and nine months ended August 31, 2021, was $164,832 and $1,019,587 (three and nine months ended August 31, 2020: $1,058,426 and $1,792,088), respectively, using the Black-Scholes option pricing model.

10.4	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>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

The following outlines the movements of the Company's RSRs:


Balance at November 30, 2019	207,488
Vested	(108,951	)
Balance at August 31, 2020	98,537
Granted	67,750
Vested^^	(117,247	)
Balance at November 30, 2020	49,040
Vested^^	(24,040	)
Balance at August 31, 2021^^	25,000

All values are in US Dollars.

The fair value of the RSRs recognized as share-based compensation expense during the three and nine months ended August 31, 2021, was $15,035 and $98,863 (three and nine months ended August 31, 2020: $26,665 and $184,329).

10.5	Income (loss) per share

For the three months ended August 31, 2021 and 2020, the Company's outstanding stock options were not included in the calculation of diluted loss per share as they were anti-dilutive.

For the nine months ended August 31, 2021 and 2020, diluted income (loss) per share was calculated as follows:

	Nine months ended August 31, 2021				Nine months ended August 31, 2020
	Income for	Weighted		Income	Loss for		Weighted		Loss
	the period	average shares		per share	the period		average shares		per share
	()	outstanding		()	()		outstanding		()
Basic income (loss) per share			149,233,244			)		145,298,223		)
Effect of dilutive securities:
Stock options			3,391,520					-
Diluted income (loss) per share			152,624,764			)		145,298,223		)

All values are in US Dollars.

11.	Non-Controlling Interests

Following the formation of GRC on June 23, 2020, the Company consolidated the results of GRC. Following the GRC IPO on March 11, 2021, the Company deconsolidated GRC and began to account for GRC as an investment in associate (Note 3). This resulted in the elimination of the non-controlling interest ("NCI") in GRC. The changes to the NCI for the year ended November 30, 2020, and the nine months ended August 31, 2021, are as follows:

During the year ended November 30, 2020, the Company's then subsidiary, GRC received share subscription receipts of $3,584,717 (US$2,741,250) for the subscription of 1,275,000 common shares. As the Company did not participate in the private placement, the NCI in GRC increased from nil to 5.99%, resulting in the recognition of a dilution gain of $2,380,303 and an NCI in the Company's statements of financial position of $1,204,414 as at November 30, 2020.

On December 4, 2020, GRC received share subscription receipts of $137,428 (US$107,500) for the subscription of 50,000 common shares. As the Company did not participate in the private placement, the NCI in GRC increased from 5.99 to 6.21%, resulting in the recognition of a dilution gain of $84,592 during the three months ended February 28, 2021, and an increase of $52,836 to the NCI in the Company's statements of financial position. On December 4, 2020, GRC completed the related private placement of 1,325,000 common shares to third parties for aggregate gross proceeds of 3,722,145 (US$2,848,750).

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

On March 11, 2021, certain performance conditions were met with respect to 500,000 GRC Restricted Shares (Note 11.3), and the NCI in GRC increased from 6.21% to 8.36%, resulting in the recognition of a dilution loss of $402,112 and an increase of $402,112 to the NCI in the Company's statements of financial position.

11.2	GRC Equity Incentive Plan

On October 19, 2020, GRC's equity incentive plan (the "Equity Incentive Plan") was approved by GRC's board of directors and by the board of directors of GoldMining. The Equity Incentive Plan provides sole and complete authority to GRC's Board to grant share options (the "GRC Share Options"), incentive share options ("ISO"), Restricted Shares and restricted share units ("GRC RSUs") (collectively, the "Awards") of GRC to eligible participants. The maximum number of common shares that may be issued pursuant to the grant of the Awards shall be 2,000,000 common shares in the capital of GRC. The eligible participants of the Equity Incentive Plan ("Participants") are directors, senior officers, employees and consultants of: (a) GRC; or (b) an entity that controls or is controlled by GRC or a Related Entity.

GRC's Board may designate Participants eligible to receive GRC Share Options to acquire such numbers of common shares of GRC as GRC's Board may determine, each GRC Option so granted being for a term specified by GRC's Board up to a maximum of 10 years from the date of grant. The GRC Share Options vest in accordance with the vesting schedule during the optionee's continual service with GRC. The Equity Incentive Plan provides for a "net exercise" feature that permits an optionee to elect to exercise a GRC Option or a portion thereof by surrendering such GRC Share Option or a portion thereof in consideration for GRC delivering common shares to the optionee but withholding the minimum number of common shares otherwise deliverable in respect of GRC Share Options that are needed to pay for the exercise price of such GRC Share Options.

GRC Share Options may be granted as ISOs only to individuals who are employees of GRC or its Related Entity and GRC Share Options shall not be granted as ISOs to non-employee directors or independent contractors. GRC's Board may designate Participants eligible to receive Restricted Shares and GRC RSUs to acquire such number of common shares of GRC as GRC's Board may determine, in accordance with the restricted periods, including the attainment of pre-established performance goals, objectives and periods, during the recipient's continual service with GRC. The Restricted Shares shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of during the restriction period.

11.3	GRC Restricted Shares

On October 19, 2020, as amended on January 10, 2021, GRC issued 1,500,000 restricted shares (the "Restricted Shares") to certain officers and directors of GRC and GoldMining. 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 performance conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to GRC without the requirement of any further consideration. The performance conditions upon completion of an IPO, or other going-public transaction, are as follows:

(1)	with respect to one-third of the Restricted Shares awarded to the holder, if GRC's IPO or any liquidity event (being any liquidation, dissolution or winding-up of GRC or distribution of all or substantially all of GRC's assets among shareholders or a change of control transaction) occurs that values GRC at a minimum of US$50,000,000 (condition met);
(2)	with respect to one-third of the Restricted Shares awarded to the holder, if GRC receives US$1,000,000 of royalty payments under any of GRC's royalty interests prior to October 19, 2023; and
---	---

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
(3)	with respect to one-third of the Restricted Shares awarded to the holder, if the holder continues to be a director, officer or employee of GRC or an entity that is under common control with GRC (a "Related Entity") for a period of one year after the IPO is completed.
---	---

The fair value of the Restricted Shares was recognized as share-based compensation expense of the Company up to the date of the IPO at which point GRC was deconsolidated. Share-based compensation expense for the nine months ended August 31, 2021, includes $36,742 recognized for GRC Restricted Shares up to the date of loss of control (nine months end August 31, 2020 - $nil). Share-based compensation expense for the nine months ended August 31, 2021, includes $311,901 recognized for GRC Restricted Shares up to the date of loss of control (nine months end August 31, 2020 - $nil).

11.4	GRC Share Options

GRC adopted a long-term incentive plan (the "LTIP") which provides that GRC’s Board of Directors may, from time to time, in its discretion, grant awards of restricted share units, performance share units, deferred share units and share options to directors, officers, employees and consultants. The aggregate number of common shares issuable under the LTIP in respect of awards shall not exceed 10% of the common shares issued and outstanding.

On March 7, 2021, the GRC granted 2,505,000 GRC Share Options at an exercise price of US$5.00 per share. The GRC 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 0.32%, expected life of 3 years, expected dividend yield of 0%, estimated forfeiture rate of 0% and expected volatility of 37%. As there is no trading history of GRC'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 that GRC operates over a period similar to the expected life of the GRC Share Options. The Company recognized share-based compensation for the GRC options up to the date of the IPO at which point GRC was deconsolidated. During the nine months ended August 31, 2021, the Company recognized share-based compensation expense of $840,804 for GRC Share Options up to the date of loss of control.

12.	Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, short-term investments and reclamation deposits. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities, short-term credit facility and government loan. 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.
---	---

The Company's cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, due to joint venture, due to related parties, short-term credit facility and government loan amounts approximate fair value due to their short terms to settlement. The Company's short-term investment is measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of short-term investments is determined by obtaining the quoted market price of the short-term investment and multiplying it by the quantity of shares held by the Company. The determination of the fair value of lease liabilities is based on the discounted cash flow model using incremental borrowing rates ranging from 3.35% to 4.17%.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
12.1	Financial Risk Management Objectives and Policies
---	---

The financial risk arising from the Company's operations are currency risk, credit risk, liquidity risk and commodity 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 these 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.

12.2	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 August 31,	As at November 30,
	2021	2020
	()	()
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 $764,902.

The Company's sensitivity analysis suggests that a consistent 10% change in the foreign currencies relative to the Canadian dollar exchange rate on the Company's financial instruments based on balances at August 31, 2021 would have an impact of $60,983 on net income for the nine months ended August 31, 2021.

12.3	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 market interest rates. The Company's interest-bearing financial asset is cash and guaranteed investment certificates, which bear interest at fixed or variable rates. The Company's interest-bearing financial liabilities are the short-term credit facility and government loan, which bear interest at fixed rates. The Company does not believe it is exposed to material interest rate risk related to these instruments. As such, the Company has not entered into any derivative instruments to manage interest rate fluctuations.

12.4	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 balance by only holding cash and cash equivalents and restricted cash with large, reputable financial institutions.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
12.5	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 August 31, 2021, the Company's working capital (current assets less current liabilities) was $684,966. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and short-term credit facility are expected to be realized or settled within a one-year period.

The Company has current cash and cash equivalent balances, restricted cash, ownership of liquid assets at its disposal. The Company also owns 20 million shares of NYSE listed Gold Royalty Corp. (closing share price as of October 14, 2021 of US$5.48 reflects a value of US$109,600,000), which were subject to a lock-up period until September 4, 2021 (Note 3). GoldMining believes that its cash on hand and the ability to pledge GRC shares as collateral for a margin loan 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.

13.	Related Party Transactions
13.1	Related Party Transactions
---	---

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

●

During the three and nine months ended August 31, 2021, the Company incurred $nil and $21,000 (three and nine months ended August 31, 2020: $10,500 and $35,664) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. As at August 31, 2021, $nil was payable to such related party (November 30, 2020: $3,675). The Company also granted Options to the related party and the fair value of the Options recognized as expense during the three and nine months ended August 31, 2021 was ($1,591) and $17,404 (three and nine months ended August 31, 2020: $123,586 and $209,285), using the Black-Scholes option pricing model.

●

During the three and nine months ended August 31, 2021, the Company incurred $nil and $28,950 (three and nine months ended August 31, 2020: $16,875 and $59,050) 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. As at August 31, 2021, $nil was payable to such related party (November 30, 2020: $5,341).

---

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2021, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
13.2	Transactions with Key Management Personnel
---	---

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and including directors' fees, for the three and nine months ended August 31, 2021, comprised of:

	For the three months ended		For the nine months ended
	August 31,		August 31,
	2021	2020	2021	2020
	()	()	()	()
Management Fees
Director and Officer Fees
Share-based compensation
Total

All values are in US Dollars.

As at August 31, 2021, $5,349 was payable to key management personnel for services provided to the Company (November 30, 2020: $20,997). Compensation is comprised entirely of employment and similar forms of remuneration and directors' fees. Management includes the former Chief Executive Officer, who is also a director of the Company, the Chief Executive Officer and the Chief Financial Officer.

14.	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 income (loss) by geographical location are detailed below:

	Total non-current assets		Total liabilities
	As at August 31,	As at November 30,	As at August 31,	As at November 30,
	2021	2020	2021	2020
	()	()	()	()
Canada
Colombia
Brazil
Peru
United States
Total

All values are in US Dollars.

	Total operating income (loss)				Total operating income (loss)
	For the three months ended				For the nine months ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
	()		()		()		()
Canada		)		)				)
Colombia		)		)		)		)
United States		)		)		)		)
Brazil		)		)		)		)
Peru		)		)		)		)
Total		)		)				)

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020
15.	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 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 will be 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.

Surubim Project

Jarbas Agreement

The Company is required to make the following remaining payments:

●	US$628,660 (payable in R$ equivalent) in December 2022.

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.

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 an aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon 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 as outlined below:

Pursuant to a surface rights lease agreement dated July 6, 2016, and amended August 19, 2016, April 4, 2017, November 5, 2018, and July 10, 2020, the Company can lease the surface rights over a portion of the La Garrucha concession contract by making the following remaining payments:

●	US$25,000 in December 2021;
●	US$25,000 in June 2022; and
---	---
●	US$55,000 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, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

GoldMining Inc.<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>(Unaudited, expressed in Canadian dollars unless otherwise stated)<br><br> <br>August 31, 2021 and 2020

In addition to the La Garrucha agreements, Jarbas Agreement, Altoro Agreement and Boa Vista Mineral Rights Agreement as at August 31, 2021, the Company is 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.

Future rental payments are as follows:

	Amount<br> ()
Due within 1 year
1 – 3 years
3 – 5 years
More than 5 years
Total		^(1)^

All values are in US Dollars.

(1)	Includes $6,811 related to low value assets and $91,730 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.

16.	Subsequent Events

On October 14, 2021, the Company and BRI Mineração Ltda., a wholly-owned subsidiary of the Company entered into a settlement agreement with an existing third-party royalty holder respecting the settlement of a previously announced outstanding legal claim by the holder relating to the project commenced by the royalty holder in March 2018 respecting annual payments in lieu of royalties claimed by such holder. Pursuant to the settlement agreement, the parties have agreed to settle the outstanding claim for US$500,000, which amount will be satisfied by BRI Mineração Ltda. by paying US$100,000 in cash and delivering 324,723 common shares of the Company on closing of the settlement agreement. Additionally, the existing 1.33% net profits interest royalty held by the royalty holder will be replaced by a 0.5% net smelter return royalty pursuant to a new royalty agreement between the parties. Such royalty will not include annual minimum royalty payments and will be subject to a right of BRI Mineração Ltda. to repurchase up to one-half of the royalty for US$250,000 payable in Brazilian Real equivalent for a period of seven years after the date of the royalty agreement. The settlement is subject to receipt of requisite stock exchange approval for the issuance of the Company's shares thereunder.

ex_290317.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2021

(Expressed in Canadian dollars unless otherwise stated)

October 15, 2021

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc., for the three and nine months ended August 31, 2021, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and nine months ended August 31, 2021, and its annual information form (the "AIF") and audited consolidated financial statements and the notes thereto for the year ended November 30, 2020, 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 nine months ended August 31, 2021, 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 October 15, 2021.

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. References in this MD&A to the "Company" mean "GoldMining Inc.", together with its subsidiaries, unless the context otherwise requires.

Forward-looking Information

This document contains certain forward-looking information and forward-looking statements, as defined in applicable 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; (iv) future acquisition strategy; (v) future plans and expectations with respect to GRC (as defined herein); and (vi) the Company's strategy and future business plans, including the execution of its value enhancement strategies. 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) 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; (iii) commodities prices; (iv) the ability of the Company to identify and execute on value enhancement opportunities such as joint ventures, option agreements and other divestitures; and (v) the timing and ability to obtain requisite operational, environmental and other licences, permits and approvals, including extensions thereof. 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 conditions; (iii) the Company 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; and (xiv) 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> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

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 Whistler Gold-Copper Project, located in Alaska, United States; the Almaden Gold Project, located in Idaho, United States; the São Jorge, Cachoeira, Surubim, Boa Vista, and 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 Peru; and the Yellowknife Gold Project and Rea Uranium Project, located in Northwest Territories and Alberta, Canada, respectively.

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".

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 is premised on the execution of a two-pronged long-term strategy of expanding its project portfolio of gold projects through accretive acquisitions and enhancing the value of its existing portfolio through potential development, exploration and value driven divestitures, joint ventures and other transactions. Successful execution of the Company's long-term growth strategy is dependent on, among other things, pursuing accretive acquisitions of resource projects, together with maintaining and advancing its existing projects in a prudent manner. This strategy is focused on identifying and acquiring projects that present compelling value for the Company's shareholders.

Recent Developments

The following is a description of selected recent developments respecting the business of the Company during the nine months ended August 31, 2021.

Initial Public Offering of Gold Royalty Corp.

On March 11, 2021, Gold Royalty Corp. ("GRC"), a former subsidiary of the Company, completed its initial public offering (the "IPO") of 18,000,000 units of GRC (the "Units") at a price of US$5.00 per Unit. Inclusive of the partial exercise of an overallotment option, GRC issued 18,000,000 Units at a price of US$5.00 per Unit and separately issued 721,347 common shares and 1,350,000 warrants for aggregate gross proceeds of $117.3 million (US$94.5 million). Each Unit consisted of one common share (a "GRC Share") and one half of one common share purchase warrant. On completion of the offering and after the exercise of over-allotments, the Company held 20,000,000 common shares of GRC.

As a result of the completion of the IPO, the Company no longer controls GRC and deconsolidated it effective March 11, 2021. Based on the retained shareholding interest in GRC and other factors discussed under "Investment in associate – Gold Royalty Corp." below, the Company determined that it has significant influence, rather than control, over GRC and has reported the results of GRC as an associate using the equity method effective March 11, 2021.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Acquisition of Ely Gold Royalties Inc. by GRC

On August 23, 2021, GRC announced that it had completed the acquisition of all of the outstanding common shares of Ely Gold Royalties Inc. ("Ely Gold") pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). It disclosed that, after pro-rationing and adjustments in accordance with the terms of the plan of arrangement, each Ely common share was acquired by GRC in exchange for 0.2450 of a GRC Share, plus $0.0001 for Ely Gold shareholders who elected, or were deemed to have elected to receive the share alternative under the arrangement; and 0.099166 of a GRC Share, plus $0.869053 for Ely Gold shareholders who elected to receive the cash alternative under the arrangement. It further disclosed that the consideration paid by GRC thereunder totalled 30,902,176 GRC common shares and $84.0 million in cash. Following GRC's acquisition of Ely Gold, the Company's ownership in GRC decreased from approximately 48.1% to 27.6%. The Company determined that it continued to have significant influence over GRC after the Ely Gold acquisition.

Proposed Acquisitions of Abitibi Royalties Inc. and Golden Valley Mines and Royalties Ltd. by GRC

On September 7, 2021, GRC announced that it had entered into definitive agreements with each of Abitibi Royalties Inc. ("Abitibi Royalties") and Golden Valley Mines and Royalties Ltd. ("Golden Valley"), pursuant to which Gold Royalty would acquire all of the issued and outstanding common shares of each of Abitibi Royalties and Golden Valley by way of statutory plans of arrangement. GRC disclosed that under the proposed arrangements: (i) Abitibi Royalties shareholders will receive 4.6119 GRC Shares for each Abitibi Royalties common share owned; and (ii) Golden Valley shareholders will receive 2.1417 Gold Royalty Shares for each Golden Valley common share owned. At closing, based on GRC's disclosures as of the date hereof, the Company's ownership in GRC is expected to decrease to approximately 15.0%. The Company is currently in the process of assessing the accounting impacts of this transaction, including whether it will continue to have significant influence over GRC once the transaction closes.

Update on Material Properties

The Company's principal mineral properties are currently its Yellowknife, Titiribi, La Mina, São Jorge and Whistler projects.

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 each such project (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/or exploration and development work. Other than as disclosed herein, such work has not been finalized as of the date hereof. Additionally, the Company currently plans to maintain each of its projects in good standing.

Yellowknife Gold Project

During the three and nine months ended August 31, 2021, the Company incurred $58,368 and $203,125, respectively, of expenditures on the Yellowknife Project, which included expenditures for consulting fees to vendors that provided geological and technical services, camp maintenance costs and canon fees.

As part of its current Strategic Review Process, the Company announced that it has initiated a preliminary economic assessment ("PEA") on the Yellowknife Project. The Company currently expects the study to be completed before the end of the first quarter of 2022.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

On June 9, 2021, the Company filed an amended and restated technical report for the Yellowknife Project titled "Independent Technical Report, Yellowknife Gold Project, Northwest Territories, Canada" with an effective date of March 1, 2019 (amended June 9, 2021).

Titiribi Gold-Copper Project

During the three and nine months ended August 31, 2021, the Company incurred $72,345 and $211,036, respectively, of expenditures on the Titiribi Project, which included expenditures for camp maintenance costs, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments. In 2021, the Company intends to maintain the Titiribi Project in good standing. The Company has proposed a work program which includes a 3,200 metre drill program to be completed in 2021, however the program is currently under application with Antioquia's Secretary of Mines at the Antioquia Government for deferral until 2022 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. If the deferral is not granted, the Company will need to submit a new two-year exploration program in 2022 to keep the project in good standing.

On August 25, 2021, the Company filed a new technical report, which included an updated mineral resource estimate (an "MRE"), for its Titiribi Project titled "Technical Report on the Titiribi Project Department of Antioquia, Colombia", with an effective date of June 14, 2021. The updated MRE includes an updated resource estimate for the project that contains updated inputs, including increased metals prices and operating cost assumptions. A copy of such technical report is available under the Company's profile at www.sedar.com.

As previously disclosed, in 2017, the Municipal Council of Titiribi passed a resolution respecting the prohibition of mining in the municipality. This resolution was subsequently declared invalid by the Administrative Tribunal of Antioquia ("ATA"). Thereafter, the municipality called a referendum respecting amendment to its applicable zoning to prohibit mining activities in the municipality. In February 2018, the ATA issued a decision allowing the referendum to proceed and the referendum was originally scheduled to proceed in April 2018. Subsequently, the referendum was suspended until further notice. Sunward Resources Sucursal Colombia ("Sunward") commenced a challenge of the ATA's decision and the proposed referendum with the applicable State Council. In October 2018, Sunward was notified that the State Council had declared the February 2018 decision of the ATA regarding the referendum null and void and had ordered the ATA to consider Sunward's arguments and to issue a new ruling on the matter within 15 days. In November 2018, ATA decided to maintain its ruling approving the referendum, and held that the referendum could be scheduled. The Ministry of Mines of Colombia commenced a challenge of ATA's decision in November 2018 before the State Council. In January 2019, the State Council declared ATA's November 2018 decision to be null and void and ordered ATA to consider the Constitutional Court's Unified Sentence SU095, which declares that the act of municipalities prohibiting mining through popular consultations is unconstitutional. The Constitutional Court's decision obliges other courts and authorities, including the municipality of Titiribi, to uphold its declaration.

In May 2021, the Municipal Council 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.

La Mina Gold Project

During the three and nine months ended August 31, 2021, the Company incurred $127,119 and $252,259, respectively, of expenditures on the La Mina Project, which included expenditures for camp maintenance costs, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments. In 2021, the Company intends to maintain the La Mina Project in good standing.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

On September 8, 2021, the Company filed a new technical report, which included an updated MRE, for the La Mina Project titled "NI 43-101 Technical Report GoldMining Inc. La Mina Project Antioquia, Republic of Colombia", with an effective date of July 6, 2021. A copy of such technical report is available under the Company's profile at www.sedar.com.

On June 1, 2021, the Company also announced the initiation of a PEA for the La Mina Project, which is currently expected to be completed in the fourth quarter of 2021.

The Company has planned a 2021 work program which includes a 3,600 metre drill program. The program intends to complete infill and step-out drilling southeast of gold-copper mineralization identified in historic drill programs at the La Garrucha target. The cost of such work is expected to be approximately $1.8 million. Timing to initiate and complete any such program may be impacted by the ongoing COVID-19 pandemic and related restrictions on the movement of personnel, consultants and contractors. Potential weather-related delays coupled with a consultation process with local communities may necessitate a delay to the start of the proposed drill program until early 2022.

São Jorge Gold Project

During the three and nine months ended August 31, 2021, the Company incurred $37,349 and $105,496, 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.

As part of its current Strategic Review Process, the Company is reviewing various additional options for potential work at the project in 2021, which includes the commissioning of additional studies on the project, including a PEA. On June 1, 2021, the Company announced that it was initiating a PEA for the project, which is currently expected to be completed in the first quarter of 2022.

On July 1, 2021, the Company filed a new technical report, which included an updated MRE, for the São Jorge Project, titled "São Jorge Gold Project, Pará State, Brazil", with an effective date of May 31, 2021. A copy of the technical report is available under the Company's profile at www.sedar.com.

Whistler Gold-Copper Project

During the three and nine months ended August 31, 2021, the Company incurred $248,878 and $293,175, respectively, of expenditures on the Whistler Project which included consulting fees to vendors that provided geological and technical services, expenses associated with camp maintenance and expenses related to a road access study.

In 2021, the Company intends to maintain the Whistler Project in good standing. The Company does not currently plan to complete any exploration programs at the project in 2021.

On August 17, 2021, the Company filed a new technical report, which included an updated MRE, for the Whistler Project titled "NI 43-101 Mineral Resource Estimate for The Whistler Project", with an effective date of June 11, 2021. A copy of such report is available under the Company's profile at www.sedar.com.

Other Properties

Cachoeira Project, located in Brazil - On October 14, 2021, the Company and BRI Mineração Ltda., a wholly-owned subsidiary of the Company entered into a settlement agreement with an existing third-party royalty holder respecting the settlement of a previously announced outstanding legal claim by the holder relating to the project commenced by the royalty holder in March 2018 respecting annual payments in lieu of royalties claimed by such holder. Pursuant to the settlement agreement, the parties have agreed to settle the outstanding claim for US$500,000, which amount will be satisfied by BRI Mineração Ltda. by paying US$100,000 in cash and delivering 324,723 common shares of the Company on closing of the settlement agreement. Additionally, the existing 1.33% net profits interest royalty held by the royalty holder will be replaced by a 0.5% net smelter return royalty pursuant to a new royalty agreement between the parties. Such royalty will not include annual minimum royalty payments and will be subject to a right of BRI Mineração Ltda. to repurchase up to one-half of the royalty for US$250,000 payable in Brazilian Real equivalent for a period of seven years after the date of the royalty agreement. The settlement is subject to receipt of requisite stock exchange approval for the issuance of the Company's shares thereunder. Refer to Results of Operations, "Other Items" and "Liquidity and Capital Resources" as discussed below for further details on the accounting impact of this transaction.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Results of Operations

COVID-19

The Company is closely monitoring the ongoing COVID-19 pandemic which continues to cause significant widespread global infections and fatalities. It has materially adversely affected global economic activity, caused significant market volatility and resulted in numerous governments declaring emergencies and implementing measures, such as travel bans, quarantines, business closures, shelter-in-place orders and other restrictions.

In response to the COVID-19 pandemic, the Company implemented various measures designed to ensure the health. and safety of its personnel and other stakeholders, including instituting protocols and work from home procedures at its head office and other offices and operations.

In addition, as a result of the above-described restrictions and other measures, the Company determined to delay certain work programs that were planned for 2020 and 2021 on certain of its projects due to restrictions on the ability of its personnel and contractors to attend sites. Other than the aforementioned delay of scheduled work, the COVID-19 pandemic has not had a significant impact on the Company's operations.

In the nine months ended August 31, 2021, many governments, including in Canada, began the roll-out of vaccinations and commenced easing restrictions on certain economic and social activities. Certain jurisdictions in which the Company has projects, such as Brazil and Colombia, have had a slower than expected roll-out of vaccination programs and have only recently begun to ease restrictions, which may have socioeconomic impacts. The extent to which COVID-19 will continue to impact the Company's operations and projects, including its exploration and development plans, will depend on future developments which are highly uncertain and cannot be predicted at this time. These future developments include the speed of vaccine roll-outs in the jurisdictions in which the Company operates, the measures taken by various government authorities to contain the virus and its variants spread for future waves. See Risk Factors "Public Health Crises" in the Company's AIF.

Three Months Ended August 31, 2021, Compared to the Three Months Ended August 31, 2020

For the three months ended August 31, 2021, the Company had an operating loss of $8,804,928, compared to an operating loss of $3,216,910 for the three months ended August 31, 2020. The increase was primarily the result of an increase in share of loss in associate and exploration expenses, partially offset by decreased consulting fees, depreciation, general and administrative expenses, professional fees and share-based compensation.

The Company's share of loss in associate was $6,650,226 in the three months ended August 31, 2021, compared to $nil in the three months ended August 31, 2020. Share of loss in an associate includes a loss on ownership dilution of $3,240,224, which was recognized upon the Company remeasuring its share of GRC's net assets following the acquisition of Ely Gold by GRC. The Company reported the results of GRC as an associate using the equity method effective March 11, 2021.

General and administrative expenses were $647,715 in the three months ended August 31, 2021, compared to $943,969 in the three months ended August 31, 2020. This decrease was primarily the result of lower investor communications and marketing expenses compared to the third quarter of fiscal 2020, partially offset by increased insurance, transfer agent and regulatory costs as a result of the Company's listing on the NYSE American during the fourth quarter of fiscal 2020.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $220,565 in the three months ended August 31, 2021, compared to $184,251 in the three months ended August 31, 2020. This increase was primarily due to the lifting of temporary compensation reductions beginning in the second quarter of fiscal 2020 until the end of fiscal year 2020, which were implemented to conserve cash resources as a result of the COVID-19 pandemic, and additionally due to the hiring of employees in the fourth quarter of fiscal year 2020 to carry out project activities and plans.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Exploration expenses were $761,728 in the three months ended August 31, 2021, compared to $424,539 in the three months ended August 31, 2020. The increase was primarily the result of costs associated with initiating the announced PEAs, the Company undertaking updated MREs on various projects and costs associated with the Whistler Project road access study.

Exploration expenditures incurred in the three months ended August 31, 2021, consisted primarily of: exploration and field expenses of $376,508, compared to $120,488 in the three months ended August 31, 2020; consulting fees to vendors who provided geological and technical services respecting the Company's projects, of $236,446, compared to $45,687 in the three months ended August 31, 2020; payroll and employee expenses of $32,051, compared to $40,168 in the three months ended August 31, 2020; and other exploration expenses which included land fees required to maintain the projects in good standing of $116,723, compared to $218,196 in the three months ended August 31, 2020.

Exploration expenditures on a project basis for the periods indicated were as follows:

					For the period from
	For the three months ended		For the nine months ended		incorporation,
	August 31,		August 31,		September 9, 2009, to
	2021	2020	2021	2020	August 31, 2021
	()	()	()	()	()
Whistler
La Mina
Titiribi
Yellowknife
Crucero
São Jorge
Almaden
Cachoeira
Yarumalito
Montes Áureos and Trinta
Rea
Surubim
Batistão
Other Exploration Expenses
Total

All values are in US Dollars.

Non-cash share-based compensation expenses were $179,867 in the three months ended August 31, 2021, compared to $1,085,091 in the three months ended August 31, 2020. The decrease was primarily the result of lower share-based compensation recorded in the current period. As the fair value of unvested share options granted to certain consultants are revalued at the end of each reporting period, due to the significant increase in the Company's share price during the quarter ended August 31, 2020, this resulted in significantly higher share-based compensation in such prior comparative period. During the three months ended August 31, 2021, options were granted to employees of the Company, which had a weighted average exercise price of $1.52 per GoldMining Share and are valid for a weighted average period of 5 years from their grant dates (three months ended August 31, 2020: options granted to employees and consultants of the Company, had a weighted average exercise price of $2.43 per GoldMining Share and are valid for a weighted average period of 4.38 years from their grant dates).

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Consulting fees paid to corporate development, information technology and human resources service providers were $46,405 in the three months ended August 31, 2021, compared to $120,121 in the three months ended August 31, 2020. The decrease was primarily the result of lower marketing and corporate development activities in the current period.

Professional fees were $250,265 in the three months ended August 31, 2021, compared to $389,130 in the three months ended August 31, 2020. The decrease was primarily the result of increased fees for legal, accounting, tax and advisory services, associated with the launch of GRC in the comparative period.

During the three months ended August 31, 2021, the Company's net loss was $6,985,309, or $0.05 per share on a basic and diluted basis, compared to a net loss of $3,226,411, or $0.02 per share, on a basic and diluted basis, for the three months ended August 31, 2020.

Deferred Income Tax Recovery

For the three months ended August 31, 2021, the Company recognized a deferred income tax recovery of $1,156,081, compared to a deferred income tax recovery of $nil for the three months ended August 31, 2020. The deferred income tax recovery was recognized as a result of the Company's loss during the quarter, reducing the Company's deferred income tax liability. The Company's deferred income tax liability resulted from the remeasurement of the Company's ownership of 20 million common shares of GRC at fair value upon the loss of control over GRC during the quarter ended May 31, 2021.

Other Items

For the three months ended August 31, 2021, the Company recognized a gain on settlement of litigation of $667,386. The gain related to the settlement of liabilities of $1,298,186 for $630,800 and related to the settlement of an ongoing litigation matter, as described above under "Cachoeira Project".

Nine months ended August 31, 2021, compared to the nine months ended August 31, 2020

For the nine months ended August 31, 2021, the Company had consolidated operating income of $101,669,192, compared to an operating loss of $6,746,986 for the nine months ended August 31, 2020. The increase in operating income was primarily the result of a non-cash gain on remeasurement of GRC Shares after GRC's IPO at fair value based on market prices upon the loss of control of GRC. This was partially offset by increased directors' fees, salaries and benefits, exploration expenditures, general and administrative expenses, professional fees, share-based compensation and share of loss in an associate. Excluding the gain on remeasurement of GRC Shares and share of loss in associate, operating losses were $8,593,534 during the nine months ended August 31, 2021.

During the nine months ended August 31, 2021, following GRC's IPO and the resulting loss of control of GRC by the Company, the Company re-measured the value of its retained investment at fair value and recognized a gain of $118,200,828. The Company initially measured its 20 million shares of GRC on completion of the GRC IPO at $5.92 (US$4.72) per share, based on the closing price of GRC common shares on March 11, 2021.

Share of loss in an associate was $7,938,102 in the nine months ended August 31, 2021, compared to $nil in the nine months ended August 31, 2020. Share of loss in associate includes a loss on ownership dilution of $3,240,224, which was recognized upon the Company remeasuring its share of GRC's net assets following the acquisition of Ely Gold by GRC. The Company reported the results of GRC as an associate using the equity method effective March 11, 2021.

General and administrative expenses were $2,118,734 in the nine months ended August 31, 2021, compared to $1,941,112 in the nine months ended August 31, 2020. These increases were primarily the result of the Company's launch of GRC, which was initiated during the third quarter of fiscal 2020, and costs associated with GRC's IPO. Additionally, costs incurred during the period, included increased insurance, transfer agent and regulatory costs as a result of the Company's listing on the NYSE American during the fourth quarter of fiscal 2020.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $867,998 in the nine months ended August 31, 2021, compared to $620,394 in the nine months ended August 31, 2020. This increase was primarily due to temporary compensation reductions beginning in the second quarter of fiscal 2020 until the end of fiscal year 2020, which were implemented to reduce cash outlays as a result of the COVID-19 pandemic, and additionally due to the hiring of additional employees to advance the Company's projects in the fourth quarter of fiscal year 2020.

Exploration expenses were $1,423,945 in the nine months ended August 31, 2021, compared to $901,815 in the nine months ended August 31, 2020. The increase was primarily the result of costs associated with initiating PEAs on the Yellowknife and La Mina Projects, updating MREs on the São Jorge and Whistler Projects, initiating a hydrogeological model for the La Mina Project and costs associated with the road access study for the Whistler Project.

Exploration expenditures incurred in the nine months ended August 31, 2021 consisted primarily of: exploration and field expenses of $602,217, compared to $301,633 for the nine months ended August 31, 2020; consulting fees to vendors who provided geological and technical services respecting the Company's projects, of $398,936, compared to $123,485 in the nine months ended August 31, 2020; payroll and employee expenses of $108,947, compared to $123,681 in the nine months ended August 31, 2020; and other exploration expenses which included land fees required to maintain the projects in good standing of $313,845, compared to $353,016 in the nine months ended August 31, 2020.

Non-cash share-based compensation expenses were $2,271,155 in the nine months ended August 31, 2021, compared to $1,976,417 in the nine months ended August 31, 2020. The increase was primarily the result of share-based compensation recorded by GRC up to the date of the IPO on March 11, 2021, at which point GRC was deconsolidated. Share-based compensation for the nine months ended August 31, 2021, includes $840,804 and $311,901, respectively, recorded by GRC with respect to the vesting of stock options and performance based restricted shares compared to $nil and $nil, respectively, for the nine months ended August 31, 2020. During the nine months ended August 31, 2021, options were granted to employees and consultants of the Company, which had a weighted average exercise price of $1.93 per GoldMining Share and are valid for a weighted average period of 2.86 years from their grant dates (nine months ended August 31, 2020: options were granted to employees and consultants of the Company, which had a weighted average exercise price of $1.80 per GoldMining Share and are valid for a weighted average period of 2.76 years from their grant dates).

Consulting fees paid to corporate development, information technology and human resources service providers were $220,793 in the nine months ended August 31, 2021, compared to $388,197 in the nine months ended August 31, 2020. The decrease was primarily the result of lower marketing and corporate development activities in the current period.

Professional fees were $1,549,924 in the nine months ended August 31, 2021, compared to $694,116 in the nine months ended August 31, 2020. The increase was primarily the result of increased legal, accounting, tax and advisory services associated with the launch of GRC, its IPO and related transactions.

During the nine months ended August 31, 2021, the Company had net income of $94,264,931, of which net income of $94,435,987 was attributable to shareholders of the Company and a net loss of $171,056 was attributable to non-controlling interests, or $0.63 per share on a basic basis and $0.62 on a diluted basis, compared to a net loss of $6,992,532, or $0.05 per share, on a basic and diluted basis, for the nine months ended August 31, 2020.

Deferred Income Tax Expense

For the nine months ended August 31, 2021, the Company recognized a deferred income tax expense of $7,988,478 compared to a deferred income tax expense of $nil for the nine months ended August 31, 2020. The deferred income tax expense was recognized upon the remeasurement of the Company's ownership of 20 million common shares of GRC at fair value upon the loss of control over GRC as a result of its IPO.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Other Items

For the nine months ended August 31, 2021, the Company recognized a gain on settlement of litigation of $667,386. The gain related to the settlement of liabilities of $1,298,186 for $630,800 and related to the settlement of an ongoing litigation matter, as described above under "Cachoeira Project".

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 have any revenues during such periods.

					Diluted
For the quarter ended	Net income (loss)		Basic income (loss) per<br> share		income (loss) per share
	()		()		()
August 31, 2021		)		)		)
May 31, 2021
February 28, 2021		)		)		)
November 30, 2020		)		)		)
August 31, 2020		)		)		)
May 31, 2020		)		)		)
February 29, 2020		)		)		)
November 30, 2019		)		)		)

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 August 31, 2021, net loss was higher compared to other quarters as a result of the Company's share of loss in associate. During the three months ended May 31, 2021, the Company's positive net income was primarily the result of a non-cash gain resulting from re-measuring its retained interest in GRC at the fair value of its 20 million GRC common shares on March 11, 2021, the date GRC completed its IPO. During the three months ended November 30, 2020, net loss was higher compared to other quarters as a result of increased share-based compensation due to the increase in the Company's share price during the period and increased transactional activities.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Liquidity and Capital Resources

The following table sets forth selected information regarding the Company's financial position for the periods indicated:

	As at August 31,	As at November 30,
	2021	2020
	()	()
Cash and cash equivalents
Working capital
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 and liquid short-term investments. As at August 31, 2021, the Company had cash and cash equivalents totalling $1,008,968 compared to $9,193,089 at November 30, 2020, and $1,085,172 in other current assets compared to $928,953 at November 30, 2020. The decrease in cash and cash equivalents was primarily the result of the deconsolidation of cash held by GRC when it ceased to be a subsidiary of the Company on March 11, 2021 and operating expenditures incurred during the period. Additional cash outflows resulted from the acquisition of a royalty by GRC prior to its deconsolidation and partial repayment of the Company's short-term credit facility, which was partially offset by cash inflows from the exercise of share options and proceeds received from GRC's private placement prior to its deconsolidation, as discussed below under "Cash Flows".

The Company had accounts payable and accrued liabilities of $1,220,426 as at August 31, 2021, compared to $2,573,937 as at November 30, 2020. The decrease in accounts payable and accrued liabilities of $1,353,511 was primarily the result of a $625,097 reduction in the advanced royalty accrual for the Cachoeira Project and payment of annual land dues of $295,733 for the Whistler Project which was included in accounts payable and accrued liabilities at November 30, 2020. Further, as a result of the deconsolidation of GRC on March 11, 2021, the date GRC ceased to be a subsidiary, an amount of $292,698 that was included in accounts payable and accrued liabilities as at November 30, 2020, was deconsolidated. Accounts payable and accrued liabilities includes an advanced royalty payment accrual relating to the dispute with a royalty holder on the Cachoeira Project, of $630,800 as at August 31, 2021, compared to $1,255,897 as at November 30, 2020. The accrual of $630,800 reflects the settlement amount agreed upon between the Company and the royalty holder subsequent to August 31, 2021. As at August 31, 2021, the Company had working capital (current assets less current liabilities) of $684,966 compared to $7,065,368 as at November 30, 2020.

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. Management currently believes that cash on hand and the ability to pledge GRC Shares as collateral for a margin loan will be adequate to meet ongoing liquidity needs in the short-term and over the next year for the Company's existing business and projects. 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.

The Company believes that cash on hand and the ability to pledge GRC shares as collateral for a margin loan will provide it with sufficient capital resources to meet its 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.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Contractual Obligations

The following table summarizes the Company's contractual obligations, including payments due for each of the next five years and thereafter:

	Payments Due by Period
Contractual Obligations	Total<br> ()	Less than 1 year<br> ()	1 – 3 years<br> ()	3 – 5 years<br> ()	After 5 years<br> ()
Office and Storage Leases
Land Access Agreement^(1)^
Mineral Rights Agreement - Boa Vista Project^(2)^
Mineral Property Option Agreement - Surubim Project^(3)^
Surface Rights Lease Agreement - La Mina Project^(4)^
Total Contractual Obligations

All values are in US Dollars.

(1)	Payment is converted from R$22,500 to C$5,510 using the period end exchange rate of R$4.0833/C$1.
(2)	Payment is converted from R$3,220,000 to C$788,578 using the period end exchange rate of R$4.0833/C$1.
---	---
(3)	Payment is converted from US$628,660 to C$793,162 using the period end exchange rate of US$0.7926/C$1.
---	---
(4)	Payment is converted from US$105,000 to C$132,475 using the period end exchange rate of US$0.7926/C$1.
---	---

General and Administrative

The Company is renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $254,831, which includes $6,811 related to low value assets and $91,731 related to short-term leases on the date of initial application. The remaining $156,289 in contractual payments relates to long-term leases at the date of initial application, that do not relate to low value assets and are disclosed as lease liabilities in the consolidated financial statements for the three and nine months ended August 31, 2021. Contractual obligations under land access agreements related to the Company's Brazilian projects are $5,510.

Mineral Projects

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 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%.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Surubim Project

Mineração Regent Brasil Ltda. ("Regent"), a subsidiary of BGC, entered into an option agreement on February 11, 2010, as amended January 16, 2011, March 23, 2015, May 30, 2019 and July 20, 2020, pursuant to which Regent acquired its interest in certain exploration licences by making cash payments. Pursuant to the amendment on July 20, 2020, the Company is required to make the following payments:

●	R$300,000 in May 2019 (paid);
●	US$40,000 (payable in R$ equivalent) in July 2020 (deferred to October 2020 and paid);
---	---
●	US$40,000 (payable in R$ equivalent) in July 2021 (paid); and
---	---
●	US$628,660 (payable in R$ equivalent) in December 2022.
---	---

If Regent 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 licence will be returned to the counterparty.

Pursuant to an option agreement between BGC and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, BGC was granted the option to acquire certain exploration licences for an aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon the National Mining Agency) ("ANM") granting a mining concession over certain exploration concessions.

La Mina Project

Pursuant to a surface rights lease agreement dated July 6, 2016 and amended August 19, 2016, April 4, 2017, November 5, 2018, and July 10, 2020, the Company can lease the surface rights over a portion of the La Garrucha concession contract by making the following payments:

●	US$75,000 in May 2017 (paid);
●	US$75,000 in November 2017 (paid);
---	---
●	US$75,000 in May 2018 (paid);
---	---
●	US$75,000 in November 2018 (paid);
---	---
●	US$25,000 in June 2019 (paid);
---	---
●	US$25,000 in December 2019 (paid);
---	---
●	US$25,000 in June 2020 (paid);
---	---
●	US$25,000 in December 2020 (paid);
---	---
●	US$25,000 in June 2021 (paid);
---	---
●	US$25,000 in December 2021;
---	---
●	US$25,000 in June 2022; and
---	---
●	US$55,000 in December 2022.
---	---

In addition, pursuant to an option agreement entered into by Bellhaven on November 18, 2016, amended April 4, 2017, November 5, 2018, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Cash Flows

Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2021 was $6,360,434, compared to $4,867,028 in the nine months ended August 31, 2020. 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, professional fees and directors' fees, salaries and benefits and costs incurred related to the launch of GRC and its IPO.

Investing Activities

Net cash used in investing activities during the nine months ended August 31, 2021 was $2,475,114, compared to $905,234 during the nine months ended August 31, 2020. The net cash used in investing activities was primarily related to the deconsolidation of GRC's cash in the amount of $2,480,709 as it ceased to be a subsidiary of the Company upon the completion of its IPO. Further, during the nine months ended August 31, 2021, the Company invested $48,510 in exploration and evaluation assets compared to $885,387 during the nine months ended August 31, 2020, and invested $230,614 in royalty acquisition costs compared to $nil during the nine months ended August 31, 2020.

Financing Activities

Net cash provided by financing activities during the nine months ended August 31, 2021, was $657,776, compared to $6,116,541 during the nine months ended August 31, 2020. Net cash provided by financial activities was related to cash received from the exercise of options during the nine months ended August 31, 2021, in the amount of $872,637 compared to $6,151,839 received from the exercise of options and warrants during the nine months ended August 31, 2020. During the nine months ended August 31, 2021, share subscriptions in the amount of $137,428 were received in connection with GRC's private placement, which closed on December 4, 2020, compared to $nil received during the nine months ended August 31, 2020. GRC was a consolidated subsidiary of the Company and its transactions were reflected in the consolidated cash flow through to the date it ceased to be a subsidiary of the Company on completion of the IPO on March 11, 2021. Following the IPO, the consolidated cash flows of the Company no longer reflect the cash flows of GRC. During the nine months ended August 31, 2021, lease payments were made in the amount of $85,265 compared to $75,298 during the nine months ended August 31, 2020, and short-term credit facility payments were made in the amount of $267,024 compared to $nil during the nine months ended August 31, 2020.

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 effect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

During the three and nine months ended August 31, 2021, the Company incurred the following related party transactions:

●

During the three and nine months ended August 31, 2021, the Company incurred $nil and $21,000 respectively, compared to $10,500 and $35,664 for the three and nine months ended August 31, 2020, respectively, in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. As at August 31, 2021, $nil was payable to such related party compared to $3,675 as at November 30, 2020. The Company also granted options to the related party with the fair value of the options recognized as expense during the three and nine months ended August 31, 2021 was ($1,591) and $17,404, compared to $123,586 and $209,285 for the three and nine months ended August 31, 2020, using the Black-Scholes option pricing model.

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

●

During the three and nine months ended August 31, 2021, the Company incurred $nil and $28,950, compared to $16,875 and $59,050 for the three and nine months ended August 31, 2020 respectively, 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 Chairman. The vendor is a provider of such services to similarly situated public companies and such products and services are based on market prices. As at August 31, 2021, $nil was payable to such related party compared to $5,341 as at November 30, 2020.

---

Transactions with Key Management Personnel

	For the three months ended		For the nine months ended
	August 31,		August 31,
	2021	2020	2021	2020
	()	()	()	()
Management Fees
Director and Officer Fees
Share-based compensation
Total

All values are in US Dollars.

As at August 31, 2021, $5,349 was payable to key management personnel for services provided to the Company compared to $20,997 as at November 30, 2020. Compensation is comprised entirely of employment and similar forms of remuneration and directors' fees. Management includes the former Chief Executive Officer, who is also a director of the Company, 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> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

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.

Investment in Associate – Gold Royalty Corp.

Following the completion of GRC's IPO, the Company's ownership in GRC decreased from 87.6% to 48.1%. As a result of GRC Shares issued by GRC after its IPO, the Company currently owns approximately 27.6% of the outstanding GRC Shares. As a consequence, the Company's ability to exercise significant influence over GRC continued to exist at August 31, 2021.

GRC's board of directors appoints officers and management of GRC and approves its operational, investing and financing decisions. Prior to the completion of the IPO, significant decisions related to GRC's activities required approval by both GRC and the Company's boards of directors. Subsequent to the completion of the IPO, the Company continues to have two directors on GRC's board of directors, however, a majority of GRC directors are independent of the Company. Significant operational, investing and financing decisions by GRC no longer require approval of the Company and there is no investor rights agreement in place allowing the Company specific rights to appoint directors to GRC's board. With reduced board representation and ownership percentage, and a substantially separate management team in place for GRC, the Company determined that it has significant influence, rather than control, over GRC. The Company has reported the results of GRC as an associate using the equity method effective March 11, 2021.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the three and nine months ended August 31, 2021, is as follows:

Recognition and Measurement of Rehabilitation Provisions

A rehabilitation provision represents the present value of estimated future costs for the rehabilitation of the Company's mineral properties. These estimates include assumptions as to the future activities, cost of services, timing of the rehabilitation work to be performed, inflation rates, exchange rates and interest rates. The actual cost to rehabilitate a mineral property may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the rehabilitation of a mineral property. Management periodically reviews the rehabilitation requirements and adjusts the liability as new information becomes available and will assess the impact of new regulations and laws as they are enacted.

Adoption of New Accounting Standards

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

Amendments to IFRS 3 Definition of a Business

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Investments in Associates

Financial Instruments and Risk Management

The Company's financial assets include cash and cash equivalents, restricted cash, short-term investments, and reclamation deposits. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities, short-term credit facility and government loan. 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.
---	---

The Company's cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, due to joint venture due to related parties, short-term credit facility and government loan amounts approximate fair value due to their short terms to settlement. The Company's short-term investment is measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of short-term investments is determined by obtaining the quoted market price of the short-term investment and multiplying it by the quantity of shares held by the Company. The determination of the fair value of lease liabilities is based on the discounted cash flow model using incremental borrowing rates ranging from 3.35% to 4.17%.

Financial Risk Management Objectives and Policies

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Currency Risk

The Company's operating expenses and acquisition costs are denominated in United States dollars, Brazilian Reals, Colombian Pesos and Canadian dollars. 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 its foreign exchange exposure.

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

	As at August 31,	As at November 30,
	2021	2020
	()	()
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 $764,902.

Interest Rate Risk

Credit Risk

The Company mitigates credit risk associated with its bank balance by only holding cash and cash equivalents with large, reputable financial institutions.

Liquidity Risk

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

The Company has current cash and cash equivalent balances, restricted cash and ownership of liquid assets at its disposal. The Company also owns 20 million shares of NYSE listed Gold Royalty Corp. (closing share price as of October 14, 2021 of US$5.48 reflects a value of US$109,600,000), which were subject to a 180 day lock-up period from March 8, 2021. Subsequent to quarter end, on September 4, 2021 the lock-up period expired. GoldMining believes that its cash on hand and the ability to pledge GRC Shares as collateral for a margin loan 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.

Outstanding Share Data

As at the date hereof, the Company has 149,742,870 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

Share Options

The outstanding share options to purchase GoldMining Shares as at the date of this MD&A are as follows:

Expiry Date	Exercise/Grant Price<br> ()	Number Outstanding
January 20, 2022			111,667
January 29, 2022			40,000
March 1, 2022			50,000
April 4, 2022			30,000
July 8, 2022			65,000
July 22, 2022			2,535,000
October 27, 2022			50,000
January 30, 2023			50,000
February 28, 2023			335,000
March 29, 2023			100,000
March 30, 2023			250,000
April 20, 2023			200,000
November 26, 2023			1,800,000
January 2, 2024			2,500
January 14, 2024			50,000
April 10, 2024			5,000
June 24, 2024			25,000
August 7, 2024			1,916,750
November 25, 2024			272,750
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
			9,953,667

All values are in US Dollars.

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

Restricted Share Rights

As at the date of this MD&A, there are 12,500 restricted share rights outstanding, which are convertible into 12,500 GoldMining Shares. ****

GoldMining Inc.<br> Management's Discussion and Analysis<br> For the three and nine months ended August 31, 2021

Risk Factors

A comprehensive discussion of risk factors is included in the AIF and other filings with the Canadian Regulatory Authorities available on SEDAR at www.sedar.com.

Disclosure Controls and Procedures

Management of the Company performed an evaluation of the design and operating effectiveness of the Company's Disclosure Controls and Procedures ("DC&P"), as defined by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"). This evaluation was performed under the supervision of and with participation by the Company's CEO and CFO. Management concluded the Company's DC&P were effective as at August 31, 2021 to provide reasonable assurance that: (i) material information relating to the Company and its consolidated subsidiaries is made known to them by others, particularly during the period in which interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within required time periods.

Internal Controls over Financial Reporting

In accordance with NI 52-109, management is responsible for establishing and maintaining adequate DC&P and Internal Control Over Financial Reporting ("ICFR").

The Company uses the 2013 Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission as the basis for assessing its ICFR. Management performed an evaluation of the Company's ICFR and concluded that, as at November 30, 2020, ICFR were designed and operating effectively so as to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There were no significant changes in the Company's ICFR that materially affected, or are reasonably likely to materially affect, ICFR during the three and nine months ended August 31, 2021.

While management of the Company have designed the Company's DC&P and ICFR, they expect that these controls and procedures may not prevent all errors and fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

Additional Information

Additional information regarding the Company, including the Company's AIF, are available under the Company's profile at www.sedar.com.

ex_291764.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 August 31, 2021.
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 December 1, 2020 and ended on August 31, 2021 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: **** October 15, 2021

/s/ Alastair Still
Alastair Still
Chief Executive Officer

ex_291765.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 August 31, 2021.
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 December 1, 2020 and ended on August 31, 2021 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: **** October 15, 2021

/s/ Patrick Obara
Patrick Obara
Chief Financial Officer

GoldMining Inc 6-K, filed Oct 15, 2021

About this 6-K