6-K - GLDG - Equibles

UNITED STATES

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 January 2023

Commission File No.: 001-39566

GoldMining Inc.

(Translation of registrant’s name into English)

Suite 1830, 1030 West Georgia Street

Vancouver, British Columbia, V6E 2Y3, 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): ☐

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): ☐

EXHIBIT INDEX

EXHIBIT 99.1 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-255705), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit	Description
99.1	Material Change Report

SIGNATURE

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.
Date: January 4, 2023	By:	/s/ Pat Obara
	Name:	Pat Obara
	Title:	Chief Financial Officer

ex_460790.htm

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1.	Name and Address of Company:
GOLDMINING INC.
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1830-1030 West Georgia Street
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Vancouver, BC V6E 2Y3
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2.	Date of Material Change:
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The material change described in this report occurred on December 30, 2022.
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3.	News Release:
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On December 30, 2022, GoldMining Inc. (the "Company") issued a news release through the facilities of CNW Newswire.
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4.	Summary of Material Change:
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The Company entered into an equity distribution dated December 30, 2022 (the "Distribution Agreement") for a new at-the-market equity program (the "ATM Program"), which program allows the Company to distribute up to US$50 million (or the equivalent in Canadian dollars) of common shares of the Company (the "Offered Shares") to the public from time to time, through the Agents (as defined below), at the Company's discretion.
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5.	Full Description of Material Change:
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On December 30, 2022, the Company entered into the Distribution Agreement with a syndicate of agents, including BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. (the "Lead Agents") and H.C. Wainwright & Co., LLC, Haywood Securities Inc., Laurentian Bank Securities Inc. and Roth Capital Partners, LLC (together with the Lead Agents, the "Agents"), for the ATM Program, which replaces the Company’s previous at-the-market equity program which was set to expire on January 1, 2023, in accordance with its terms.
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The ATM Program allows the Company to distribute up to US$50 million (or the equivalent in Canadian dollars) of the Offered Shares to the public from time to time, through the Agents, at the Company's discretion. Any Offered Shares sold under the ATM Program will be sold at the prevailing market price at the time of sale.
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Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions on the Toronto Stock Exchange, NYSE American LLC or any other trading market for the Offered Shares in Canada or the United States. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement.
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Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) November 27, 2023.
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The ATM Program became effective upon the filing of a prospectus supplement, in Canada, to the Company's short form base shelf prospectus dated October 27, 2021 and, in the U.S., to the Company's U.S. registration statement on Form F-10 filed May 3, 2021, as amended on October 27, 2021.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102:
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Not applicable.
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7.	Omitted Information:
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Not applicable.
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8.	Executive Officer:
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The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:
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Patrick Obara
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Chief Financial Officer
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Telephone: (604) 630-1000
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9.	Date of Report:
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January 3, 2023
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