8-K - USGO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2025

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690	37-1792147
(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	USGO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00	USGOW	The Nasdaq Stock Market LLC

Item 7.01	Regulation FD Disclosure.

On October 10, 2025, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed a Report of Foreign Private Issuer on Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2025 and 2024 (the “Financial Statements”), and management’s discussion and analysis for the three and nine months ended August 31, 2025 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the three and nine months ended August 31, 2025.

The foregoing descriptions of the Financial Statements and MD&A do not purport to be complete and are qualified in their entirety by the full text of the Financial Statements and MD&A, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Cautionary Statement Regarding the Financial Statements and MD&A

The Company cautions investors and potential investors not to place undue reliance upon the financial information of the Company contained in the Financial Statements and MD&A, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Financial Statements and MD&A are limited in scope, cover a limited time period and have been prepared solely for the purpose of GoldMining’s reporting requirements. The Financial Statements and MD&A were not audited by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the financial information of the Company disclosed in the Financial Statements and MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended September 30, 2025, as such the information contained in the Financial Statements and MD&A is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company’s actual results for the quarterly period covered in part by the Financial Statements and MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and MD&A also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Financial Statements and MD&A should not be viewed as indicative of future results.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Condensed consolidated interim financial statements of GoldMining Inc. for the three and nine months ended August 31, 2025 and 2024 (unaudited).
99.2	Management’s discussion and analysis of GoldMining Inc. for the three and nine months ended August 31, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: October 10, 2025	U.S. GOLDMINING INC.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

ex_869069.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

AUGUST 31, 2025 AND 2024

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Financial Position<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
			As at August 31,		As at November 30,
---	---	---	---	---	---	---
	Notes		2025		2024
			()		()
Assets	****	****		****		****
Current assets
Cash and cash equivalents		3
Restricted cash		3
Prepaid expenses and deposits
Short-term investments		4
Other assets

Non-current assets
Reclamation deposits
Exploration and evaluation assets		5
Land, property and equipment		6
Investment in associate		7
Investment in joint venture
Long-term investments		8

Liabilities	****	****		****		****
Current liabilities
Accounts payable and accrued liabilities
Due to joint venture
Due to related parties		12
Flow-through share premium liability		9
Lease liabilities
Income taxes payable
Withholding taxes payable

Non-current liabilities
Lease liabilities
Rehabilitation provisions
Deferred tax liability

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

All values are in US Dollars.

Commitments (Note 14)

Subsequent events (Note 15)

Approved and authorized for issue by the Board of Directors on October 10, 2025.

/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, 2025 and 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
			For the three months				For the nine months
---	---	---	---	---	---	---	---	---	---	---
			ended August 31,				ended August 31,
	Notes		2025		2024		2025		2024
			()		()		()		()
Operating expenses (income)	****	****		****		****		****		****
Consulting fees
Depreciation		6
Directors' fees, employee salaries and benefits		12
Exploration expenses		5
General and administrative
Professional fees
Share-based compensation		9,10
Share of loss in associate		7
Share of loss on investment in joint venture
Recovery on the receipt of mineral property option payments		5								)

Operating loss				)		)		)		)
Other items	****	****		****		****		****		****
Interest income
Flow-through recovery
Other expenses				)		)		)		)
Gain on share sales of investment in associate
Gain on remeasurement of investment in NevGold		7
Financing costs				)		)		)		)
Net foreign exchange gain (loss)						)				)
Net loss for the period before taxes				)		)		)		)
Current income tax expense				)		)		)		)
Deferred income tax recovery (expense)						)				)
Net loss for the period				)		)		)		)
Attributable to:	****	****		****		****		****		****
Shareholders of the Company						)		)		)
Non-controlling interests				)		)		)		)
Net loss for the period				)		)		)		)
Other comprehensive income (loss)	****	****		****		****		****		****
Items that will not be subsequently reclassified to net income or loss:
Unrealized gain (loss) on short-term investments		4				)
Unrealized gain (loss) on long-term investments		8				)				)
Deferred tax recovery (expense) on long-term investments		8		)				)
Items that may be reclassified subsequently to net income or loss:
Foreign currency adjustment reclassified to net income				)				)
Foreign currency translation adjustments						)		)		)
Total comprehensive income (loss) for the period						)				)
Attributable to:	****	****		****		****		****		****
Shareholders of the Company						)				)
Non-controlling interests		10		)		)		)		)
Total comprehensive income (loss) for the period						)				)
Net loss per share, basic and diluted						)		)		)
Weighted average number of shares outstanding, basic and diluted

All values are in US Dollars.

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

GoldMining Inc.<br><br> <br>Condensed Consolidated Interim Statements of Changes in Equity<br><br> <br>For the nine months ended August 31, 2025 and 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)
	Notes		Number of Shares		Issued Capital		Reserves		Share Issuance Obligation	Retained Earnings (Deficit)		Accumulated Other Comprehensive Income (Loss)		Attributable to Shareholders of the Company		Non- Controlling Interests		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
					()		()		()	()		()		()		()		()
Balance at November 30, 2023				183,258,060									)
Options exercised		9		229,588				)
Restricted share rights vested		9		293,679				)
At-the-Market offering:
Common shares issued for cash		9		7,162,918
Agents' fees and issuance costs				-		)									)				)
Share-based compensation		9,10		-
Deferred tax benefits of share issuance costs				-
Other comprehensive loss				-									)		)		)		)
Net loss for the period				-							)				)		)		)
Balance at August 31, 2024				190,944,245									)
Options exercised		9		41,601				)
Restricted share rights vested		9		44,609				)
US GoldMining
Restricted share rights vested				-							)				)
Warrants exercised				-
At-the-Market offering:
Common shares issued for cash				-
Agents' fees and issuance costs				-							)				)		)		)
At-the-Market offering:
Common shares issued for cash				3,710,402
Agents' fees and issuance costs				-		)									)				)
Share-based compensation		9		-
Deferred tax benefits of share issuance costs				-		)									)				)
Other comprehensive income				-
Net loss for the period				-							)				)		)		)
Balance at November 30, 2024				194,740,857							)		)
Restricted share rights vested		9		356,265				)
US GoldMining
Options exercised				-							)				)
Restricted share rights vested				-							)				)
At-the-Market offering:
Common shares issued for cash		10		-
Agents' fees and issuance costs		10		-							)				)		)		)
At-the-Market offering:
Common shares issued for cash		10		4,755,273
Agents' fees and issuance costs		10		-		)									)				)
Common shares issued in flow-through share financing		9		373,135
Share-based compensation		9,10		-
Transfer of OCI to accumulated- deficit upon disposal of investment				-							)
Other comprehensive income (loss)				-													)
Net loss for the period				-							)				)		)		)
Balance at August 31, 2025				200,225,530							)		)

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 nine months ended August 31, 2025 and 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
	For the nine months ended
---	---	---	---	---
	August 31,
	2025		2024
	()		()
Operating activities		****		****
Net loss for the period		)		)
Adjustments for items not involving cash:
Depreciation
Accretion
Financing costs
Share of loss on investment in joint venture
Share-based compensation
Unrealized loss on short-term investments
Share of loss in associate
Gain on share sales of investment in associate		)
Gain on remeasurement of investment in NevGold		)
Flow-through recovery		)
Deferred income tax expense (recovery)		)
Recovery on the receipt of mineral property option payments				)
Net changes in non-cash working capital items:
Other assets
Prepaid expenses and deposits		)		)
Accounts payable and accrued liabilities		)		)
Incomes taxes payable		)
Due to related parties		)		)
Cash used in operating activities		)		)
Investing activities		****		****
Investment in exploration and evaluation assets				)
Net proceeds from share sales of investment in associate
Net proceeds from share sales of long-term investment
Purchase of securities				)
Proceeds recceived from earn-in agreement
Investment in joint venture		)		)
Purchase of equipment				)
Royalty buy-down				)
Cash generated from (used in) investing activities				)
Financing activities		****		****
Net proceeds from At-the-Market offering, net of issuance costs
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs
Proceeds from flow-through share issuance
Proceeds from common shares issued upon exercise of options
Payment of lease liabilities		)		)
Cash generated from financing activities
Effect of exchange rate changes on cash		)
Net decrease in cash and cash equivalents and restricted cash		)		)
Cash and cash equivalents and restricted cash		****		****
Beginning of period
End of period

All values are in US Dollars.

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

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
1.	Corporate Information
---	---

GoldMining Inc. was incorporated under the Business Corporations Act (British Columbia) on September 9, 2009, and continued under the Canada Business Corporations Act (Canada) on December 6, 2016. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada and Peru.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.

On April 24, 2023, the Company's majority owned, Nevada domiciled subsidiary, U.S. GoldMining Inc. ("U.S. GoldMining"), completed its initial public offering (the "Offering") (Note 10.1). U.S. GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares and warrants (the "U.S. GoldMining Shares" and "U.S. GoldMining Warrants") are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols "USGO" and "USGOW", respectively.

2.	Basis of Preparation
2.1	Statement of Compliance
---	---

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting.

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, 2024 and 2023. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.

The Company's consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's consolidated financial statements and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), which is the Company's reporting currency, and all values are rounded to the nearest thousand except where otherwise indicated.

The Company's condensed consolidated interim financial statements for the three and nine month ended August 31, 2025 were authorised for issue by the Company's Board of Directors on October 10, 2025.

2.2	Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
2.3	Changes in, and Initial Adoption of, Accounting Policies
---	---

The Company adopted the following amendment to IFRS, which was effective for the accounting period beginning on or after December 1, 2024:

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) – The amendments to IAS 1, clarifies the presentation of liabilities. The classification of liabilities as current or noncurrent is based on contractual rights that are in existence at the end of the reporting period and is affected by expectations about whether an entity will exercise its right to defer settlement. A liability not due over the next twelve months is classified as non-current even if management intends or expects to settle the liability within twelve months. The amendment also introduces a definition of 'settlement' to make clear that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendment issued in October 2022 also clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. Covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. This amendment did not have a material impact on the Company's condensed consolidated interim financial statements.

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
3.	Cash and Cash Equivalents and Restricted Cash
---	---
	August 31,	November 30,
---	---	---
	2025	2024
	()	()
Cash and cash equivalents consist of:
Cash at bank and on hand
Term deposits
Total

All values are in US Dollars.

Restricted cash in the amount of $59 (November 30, 2024: $122) relates to term deposits held by the bank as security for corporate financial purposes.

4.	Short-term investments

As of August 31, 2025, the Company's short-term investments consist of equity securities in Galleon Gold Corp. ("Galleon") and Australian Mines Limited (ASX:AUZ) ("AUZ") measured at fair value through other comprehensive income ("FVTOCI"). Short-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in short-term investments measured at FVTOCI.

During the nine months ended August 31, 2025, the Company received 84,429,563 in ordinary shares of AUZ ("AUZ Shares") with a fair value of $607 (Note 14).

The following tables outline the movement of the Company's short-term investments during the nine months ended August 31, 2025, and the year ended November 30, 2024:

	As at November 30,					As at August 31,
			2024			2025
	Number of<br> shares^(1)^		Fair value ()	Additions ()	Unrealized Gains (FVTOCI) ()	Fair Value ()
Investment in AUZ		84,429,563
Investment in Galleon		100,000

All values are in US Dollars.

			As at November 30,			As at November 30,
			2023			2024
	Number of<br> shares^(2)^		Fair value ()	Additions ()	Unrealized Gains (FVTOCI) ()	Fair Value ()
Investment in Galleon		100,000

All values are in US Dollars.

^(1)^As of August 31, 2025

^(2)^As of November 30, 2024

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
5.	Exploration and Evaluation Assets
---	---
	For the nine months ended
---	---	---	---
	August 31,
	2025	2024
	()	()
Balance at the beginning of period
Mineral rights and property acquired
Mineral property option payment

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

All values are in US Dollars.

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

	August 31,	November 30,
	2025	2024
	()	()
La Mina
Titiribi
Crucero
Yellowknife
Cachoeira
São Jorge
Yarumalito
Whistler
Surubim
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>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Almaden

On June 13, 2022, the Company and its subsidiary entered into an option agreement (the "Option Agreement") with NevGold Corp. ("NevGold") and a subsidiary of NevGold, pursuant to which, among other things, it agreed to grant an option to acquire 100% of the Company's Almaden Project (now named Nutmeg Mountain) to a subsidiary of NevGold. Pursuant to the terms thereof, on July 4, 2022 (the "Option Agreement Closing Date"), the Company closed the grant of the option to NevGold's subsidiary for 4,444,444 common shares of NevGold ("NevGold Shares") with a fair value of $2,489.

To exercise the option, NevGold was required to make additional payments totaling $6,000 to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments were satisfied by NevGold issuing NevGold Shares.

On January 18, 2024, pursuant to the Option Agreement, the Company received 10,000,000 common shares of NevGold with a fair value of $3,200. As a result, the Company completed the sale of the Almaden Project to a subsidiary of NevGold. The fair value of shares received pursuant to the Option Agreement were taxable in fiscal 2024.

In addition to the option payments made, NevGold is required to make success-based contingent payments totaling up to $7,500 to GoldMining, payable in cash or shares at the election of NevGold based on the following:

○	$500 on completion of a positive Preliminary Economic Assessment
○	$2,500 on completion of a positive Preliminary Feasibility Study
---	---
○	$4,500 on completion of a positive Feasibility Study
---	---

Exploration Expenses

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

	For the three months ended		For the nine months ended
	August 31,		August 31,
	2025	2024	2025	2024
	()	()	()	()
Whistler
São Jorge
Titiribi
Crucero
Yellowknife
La Mina
Yarumalito
Rea
Cachoeira
Total

All values are in US Dollars.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
6.	Land, Property and Equipment
---	---
	Land		Buildings and Camp Structures		Office Equipment		Right-of- Use Assets (Office and) warehouse space)		Exploration Equipment		Vehicles		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	()		()		()		()		()		()		()
Cost		****		****		****		****		****		****		****
Balance at November 30, 2023
Additions
Disposition								)						)
Impact of foreign currency translation						)
Balance at November 30, 2024
Disposition						)								)
Impact of foreign currency translation		)		)						)		)		)
Balance at August 31, 2025
Accumulated Depreciation		****		****		****		****		****		****		****
Balance at November 30, 2023
Depreciation
Disposition								)						)
Impact of foreign currency translation						)
Balance at November 30, 2024
Depreciation
Disposition						)								)
Impact of foreign currency translation				)						)		)		)
Balance at August 31, 2025
Net Book Value		****		****		****		****		****		****		****
At November 30, 2024
At August 31, 2025

All values are in US Dollars.

7.	Investment in Associate

Effective July 13, 2023, the Company concluded that it exercised significant influence over NevGold and accounted for its investment using the equity method from that date onward.

Equity Method Accounting (Up to August 25, 2025)

The following outlines the movement in investment in associate during the year ended November 30, 2024, through to the date of derecognition on August 25, 2025:

Balance at November 30, 2023	$	6,297
Addition pursuant to Option Agreement - January 18, 2024		2,260
Share of loss in NevGold		(1,767	)
Share of OCI in NevGold		131
Gain on dilution of ownership interest in NevGold		309
Balance at November 30, 2024	$	7,230
Share of loss in NevGold		(1,090	)
Share of OCI in NevGold		(52	)
Disposition of NevGold shares		(1,053	)
Gain on dilution of ownership interest in NevGold		744
Derecognition of investment in associate - August 25, 2025		(5,779	)
Balance at August 31, 2025	$	-

The equity accounting for NevGold through to the date of derecognition was based on its published results to June 30, 2025, and an estimate of results for the period of July 1, 2025 to August 25, 2025.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following is a summary of the Condensed Consolidated Interim Statement of loss and comprehensive loss of NevGold for the six months ended June 30, 2025 on a 100% basis, adjusted for differences in the accounting policy between the Company and the former associate was: operating loss of $3,016, accretion of $278, business development of $1,027, consulting fees and salaries of $276, depreciation of $35, occupancy, administrative, and general expenses of $40, transfer agent and listing fees of $74, professional fees of $128, flow through share expenses of $30, net loss attributable to non-controlling interest of $nil, net loss of $3,046, and comprehensive loss of $4,013.

For the three months ended August 31, 2025, the Company recorded a net loss of $641 for its equity share in NevGold, (three months ended August 31, 2024: net loss of $95, comprising a share of loss of $83 and a $12 loss on dilution of ownership interest).

For the nine months ended August 31, 2025, the Company recorded a net loss of $346 for its equity share in NevGold, comprising a share of loss of $1,090, partially offset by a $744 gain on dilution of ownership interest (nine months ended August 31, 2024: net loss of $498, comprising a share of loss of $807, partially offset by a $309 gain on dilution of ownership interest).

Derecognition of Investment in Associate and Transition to FVTOCI

As at November 30, 2024, the Company owned 26,670,250 common shares of NevGold.

During the nine months ended August 31, 2025, the Company sold a total of 6,982,800 shares of NevGold for $2,038, net of transaction costs.

This total includes:

●	The sale of 4,096,900 shares through to August 25, 2025, resulting in a gain of $149 while the investment was still accounted for under the equity method, and
●	The sale of an additional 3,500,000 shares between August 26 and August 31, 2025, after the investment had been remeasured at fair value and reclassified as a financial asset measured at FVTOCI. This resulted in the Company recognizing a loss in other comprehensive income ("OCI") of $53 as it transferred this amount from OCI to accumulated deficit.
---	---

On August 25, 2025, after reducing its ownership interest in NevGold to 19.8%, the Company ceased to exercise significant influence over NevGold and the $5,779 investment in associate was derecognized. As a result of the discontinuation of equity accounting, the Company remeasured the value of its retained investment at a fair value of $5,982 and recognized a gain of $337 as a result of the remeasurement of the NevGold shares of $5,982 and the reclassification of $134 from other comprehensive income to profit and loss. After the August 25, 2025 remeasurement of the investment in NevGold at fair value, it is subsequently being measured at FVTOCI. See note 8.

The gains on remeasurement of investment in NevGold for the nine months ended August 31, 2025 consisted of the following:

	Amount
	()
Gain on loss of significant influence over NevGold
Foreign currency adjustment reclassified to net income
Gain on remeasurement of investment in NevGold

All values are in US Dollars.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
8.	Long-term Investments
---	---

As of August 31, 2025, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC") and NevGold measured at FVTOCI. Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in long-term investments measured at FVTOCI.

During the year ended November 30, 2024, the Company acquired 100,000 GRC common shares for $190 including transaction costs, through open market purchases over the facilities of the NYSE.

During the nine months ended August 31, 2025, the Company's investment in NevGold was reclassified from investment in associate to investment measured through FVTOCI (Note 7)

The following tables outline the movement of the Company's long-term investments during the nine months ended August 31, 2025, and the year ended November 30, 2024:

			As at November 30,					As at August 31,
			2024					2025
	Number of<br> shares^(1)^		Fair value ()	Additions ()	Disposals ()		Unrealized Gains (FVTOCI) ()	Fair Value ()
Investment in GRC		21,533,125
Investment in NevGold		19,073,350				)
						)

All values are in US Dollars.

			As at November 30,				As at November 30,
			2023				2024
	Number of<br> shares^(2)^		Fair value ()	Additions ()	Unrealized Losses (FVTOCI) ()		Fair Value ()
Investment in GRC		21,533,125				)

All values are in US Dollars.

^(1)^As of August 31, 2025

^(2)^As of November 30, 2024

During the three and nine months ended August 31, 2025, the Company recognized a deferred tax expense on long-term investments of $7,068 and $9,204 (three and nine months ended August 31, 2024: deferred tax recovery of $1,324 and $971).

9.	Share Capital
9.1	Authorized
---	---

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

At-the-Market Equity Programs

On November 24, 2023, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "2023 ATM Program") which replaced the previous ATM program which expired on November 27, 2023, in accordance with its terms. Pursuant to the 2023 ATM Program, the Company could distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") under the 2023 ATM Program. The ATM Shares sold under the 2023 ATM Program were sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares were made pursuant to the terms of an equity distribution agreement dated November 24, 2023. Unless earlier terminated by the Company or the agents as permitted therein, the 2023 ATM Program was to terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2023 ATM Program reached the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

On December 20, 2024, the Company entered into a new ATM Program (the "2024 ATM Program") which replaced the 2023 ATM program which expired on December 31, 2024 in accordance with its terms. Pursuant to the 2024 ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of ATM Shares. The ATM Shares sold under the 2024 ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares will be made pursuant to the terms of an equity distribution agreement dated December 20, 2024. Unless earlier terminated by the Company or the agents as permitted therein, the 2024 ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2024 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 24, 2025.

During the nine months ended August 31, 2024, the Company issued 7,162,918 common shares under the 2023 ATM Program for gross proceeds of $8,330, with aggregate commissions paid to agents of $208.

During the nine months ended August 31, 2025, the Company issued 4,755,273 common shares under the 2024 ATM Program for gross proceeds of $5,086, with aggregate commissions paid to agents of $127.

Flow-Through Share Financing

On June 6, 2025, the Company closed a non-brokered private placement of 373,135 common shares, which qualify as flow-through shares within the meaning of the Income Tax Act (Canada) (each a "FT Share") at a price of $1.34 per FT Share for gross proceeds of $500. The Company will use an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada) ("Qualifying Expenditures") in relation to the Company's Yellowknife Gold Project, on or before December 31, 2025.

A fair value of $101 was assigned to the flow-through premium liability based on the residual value method. As of August 31, 2025, the Company has recognized a flow-through recovery of $49 associated with eligible exploration expenditures during the nine months ended August 31, 2025. As at August 31, 2025, the remaining flow-through premium liability is $52.

9.2	Reserves
	Restricted Share Rights ()		Share Options ()		Warrants ()	Total ()
---	---	---	---	---	---	---	---
Balance at November 30, 2023
Options exercised				)			)
Restricted share rights vested		)					)
Share-based compensation
Balance at August 31, 2024
Options exercised				)			)
Restricted share rights vested		)					)
Share-based compensation				)
Balance at November 30, 2024
Restricted share rights vested		)					)
Share-based compensation
Balance at August 31, 2025

All values are in US Dollars.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
9.3	Share Options
---	---

The Company's share option plan (the "Option Plan") was approved by the Board of Directors of the Company (the "Board") on January 28, 2011, and amended and restated on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022. The Option Plan was approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 15, 2025.

The following outlines movements of the Company's Options:


Balance at November 30, 2023	14,945,195
Granted	323,234
Exercised^(1)^	(1,811,750	)
Expired	(147,500	)
Balance at August 31, 2024	13,309,179
Granted	2,440,000
Exercised	(217,750	)
Expired	(50,000	)
Balance at November 30, 2024	15,481,429
Granted	250,000
Expired	(250,000	)
Forfeited	(245,000	)
Balance at August 31, 2025	15,236,429

All values are in US Dollars.

(1)	During the three and nine months ended August 31, 2024, the Company issued 222,088 and 229,588 common shares, respectively, at weighted average trading prices of $1.19 and $1.19 respectively. The Common shares were issued pursuant to the exercise of 1,811,750 share options, of which 200,588 common shares were issued pursuant to the exercise of 1,782,750 share options on a net exercise basis.

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


Risk-free interest rate	2.68	%	3.61	%
Expected life (years)	2.81		2.88
Expected volatility	40.27	%	49.80	%
Expected dividend yield	0.00	%	0.00	%
Estimated forfeiture rate	0.27	%	1.34	%

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable as of August 31, 2025, are as follows:

							Options Exercisable
Exercise<br><br> <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)
$1.09	-	1.18	3,612,500			3.15		3,612,500			3.15
$1.19	-	1.57	3,178,234			3.98		1,792,426			3.75
$1.58	-	1.60	4,018,000			2.23		4,018,000			2.23
$1.61	-	1.83	2,443,750			1.20		2,443,750			1.20
$1.84	-	2.88	1,983,945			0.39		1,983,945			0.39
			15,236,429			2.41		13,850,621			2.22

All values are in US Dollars.

The amount of share-based compensation expense recognized for Options during the three and nine months ended August 31, 2025 was $143 and $686 (three and nine months ended August 31, 2024: $170 and $1,562), using the Black-Scholes option pricing model.

9.4	Restricted Share Rights

The Company's restricted share rights plan (the "RSRP") was approved by the Board on November 27, 2018, and amended and restated on March 28, 2025. Pursuant to the terms of the RSRP, 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 RSRP was approved by the Company's shareholders in accordance with its terms at the Company's Annual General and Special Meeting held on May 15, 2025.

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 settles 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 common shares from treasury.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's RSRs:


Balance at November 30, 2023	366,530
Granted^^	6,098
Vested	(293,679	)
Balance as at August 31, 2024	78,949
Granted^^	805,200
Vested^^	(118,984	)
Balance as at November 30, 2024	765,165
Vested^(1)^	(588,140	)
Forfeited^^	(6,500	)
Balance at August 31, 2025^^	170,525

All values are in US Dollars.

(1)	GoldMining Shares pertaining to 306,250 RSRs which vested during the nine months ended August 31, 2025 have yet to be issued as at October 10, 2025.

The amount of share-based compensation expense recognized for RSRs during the three and nine months ended August 31, 2025 was $116 and $835 (three and nine months ended August 31, 2024: $57 and $434).

10.	Non-Controlling Interests
10.1	U.S. GoldMining equity transactions
---	---

As at August 31, 2025 GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 77.5% of U.S. GoldMining's outstanding common shares, and 122,490 U.S. GoldMining Warrants and has common management of GoldMining. The Company concluded that subsequent to U.S. GoldMining's Offering, it has control over U.S. GoldMining and as a result, continues to consolidate the entity. U.S. GoldMining's earnings and losses are included in GoldMining's consolidated statements of comprehensive income (loss), with net loss and comprehensive loss attributable to U.S. GoldMining separately disclosed as being attributable to Non-Controlling Interests ("NCI"). The NCI in U.S. GoldMining's net assets is reflected in the consolidated statements of financial position and the consolidated statements of changes in equity. The NCI in these consolidated financial statements of $1,234 as at August 31, 2025 solely relates to U.S. GoldMining.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following table shows the assets and liabilities of U.S. GoldMining:

	August 31,
	2025
	()
Assets
Cash and cash equivalents
Restricted cash
Prepaid expenses and deposits
Other receivables
Other assets
Land, property and equipment
Exploration and evaluation assets

Liabilities
Accounts payable and accrued liabilities
Withholding taxes payable
Rehabilitation provisions
Lease liability

All values are in US Dollars.

Refer to segmented information Note 13 for a breakdown of U.S. GoldMining's net loss.

The following table summarizes U.S. GoldMining's cash flow activities during the nine months ended August 31, 2025 and 2024:

	For the Nine months ended		For the Nine months ended
	August 31, 2025		August 31, 2024
	()		()
Cash used in operating activities		)		)
Cash used in investing activities				)
Cash generated from financing activities				)
Effect of exchange rate changes on cash		)		)
Net decrease in cash and cash equivalents and restricted cash		)		)
Cash and cash equivalents and restricted cash		****		****
Beginning of period
End of period

All values are in US Dollars.

U.S. GoldMining **** At-the-Market Equity Program

On May 15, 2024, U.S. GoldMining entered into an At-the-Market Offering Agreement with a syndicate of agents for an ATM facility (the " 2024 U.S. GoldMining ATM Program"). Pursuant to the 2024 U.S. GoldMining ATM Program, U.S. GoldMining may sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share sold under the 2024 U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales.

The securities that may be offered under the 2024 U.S. GoldMining ATM Program have not been and will not be qualified by a prospectus for the offer or sale to the public in Canada under applicable Canadian securities laws.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

During the nine months ended August 31, 2025, U.S. GoldMining sold 286,339 common shares under the 2024 U.S. GoldMining ATM Program, for gross proceeds of $3,657 (US$2.6 million). As a result, the Company recorded a dilution gain in equity of $2,848, or $2,766 net of agents' fees and issuance costs.

10.2	U.S. GoldMining Stock Options

On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards.

The following outlines the movements in U.S. GoldMining's stock options:


Balance at November 30, 2023	82,500
Granted	106,050
Balance at August 31, 2024	188,550
Forfeited	(3,000	)
Balance at November 30, 2024	185,550
Granted	140,500
Exercised^(1)^	(20,000	)
Forfeited	(12,500	)
Balance at August 31, 2025	293,550	^(2)^

All values are in US Dollars.

^(1)^3,826 U.S. GoldMining Shares were issued pursuant to the exercise of 20,000 U.S. GoldMining stock options on a net exercise basis.

^(2)^As at August 31, 2025, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.67 years.

The fair value of U.S. GoldMining stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


Risk-free interest rate	4.32	%	4.45	%
Expected life (years)	3.00		3.00
Expected volatility^(1)^	55.45	%	54.94	%
Expected dividend yield	0.00	%	0.00	%
Estimated forfeiture rate	0.00	%	0.00	%

^(1)^As there was limited trading history of U.S. GoldMining's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector U.S. GoldMining operates over a period similar to the expected life of the stock options.

During the three and nine months ended August 31, 2025, U.S. GoldMining recognized share-based compensation expense of $82 and $514 (three and nine months ended August 31, 2024: $57 and $220) for stock options granted.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
10.3	U.S. GoldMining Restricted Shares
---	---

On September 23, 2022, U.S. GoldMining granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted Shares") of common stock to certain of U.S. GoldMining's and GoldMining's executive officers, directors and consultants, the terms of which were amended on May 4, 2023.

The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to U.S. GoldMining without the requirement of any further consideration. During the year ended November 30, 2024, performance conditions were met for 95,250 Restricted Shares which were released. As at August 31, 2025, 254,000 Restricted Shares remain outstanding, subject to certain performance conditions.

During the three and nine months ended August 31, 2025, U.S. GoldMining recognized share-based compensation expense of $2 and $1 (three and nine months ended August 31, 2024: share-based compensation expense of $5 and $17), related to U.S. GoldMining's Restricted Shares.

10.4	U.S. GoldMining Restricted Share Units

In December 2024, U.S. GoldMining granted 15,050 restricted share units ("RSUs") to certain officers, directors, and employees at a weighted average fair value of US$8.32. The RSUs vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense was calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock at the date of the grant. The compensation expense is recognized over the vesting period of the RSUs. Share-based compensation of $28 (US$0.02 million) and $153 (US$0.11 million) was recognized for the three and nine months ended August 31, 2025, related to U.S. GoldMining's RSUs.

The following outlines the movements in U.S. GoldMining's RSUs:


Balance as at November 30, 2024	-
Granted^^	15,050
Vested^^	(7,326	)
Forfeited^^	(600	)
Balance at August 31, 2025^^	7,124

All values are in US Dollars.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
10.5	U.S. GoldMining Warrants
---	---

The following outlines the movements in U.S. GoldMining's common stock purchase warrants:

	Number of<br><br> <br>Warrants		Weighted<br> Average<br> Exercise Price<br> (US)
Balance at November 30, 2024		1,740,992
Exercised		-
Balance at August 31, 2025		1,740,992

All values are in US Dollars.

As at August 31, 2025, outstanding U.S. GoldMining common stock purchase warrants have a weighted average remaining contractual life of 0.65 years.

11.	Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, other receivables, short-term investments, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. 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, other receivables, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term and long-term investments in common shares of equity securities are measured at fair value on a recurring basis and classified as Level 1 within the fair value hierarchy. The fair value of short-term and long-term investments is based on the quoted market price of the short-term and long-term investments.

11.1	Financial Risk Management Objectives and Policies

The financial risk arising from the Company's operations are currency risk, interest rate risk, credit risk, liquidity risk and equity price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with the Company's financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

11.2	Currency Risk

The Company's operating expenses and acquisition costs are denominated in United States dollars, the Brazilian Real, the Colombian Peso and Canadian dollars. The exposure to exchange rate fluctuations arises mainly on foreign currencies against the Company and its subsidiaries functional currencies. The Company has not entered into any derivative instruments to manage foreign exchange fluctuations, however, management monitors foreign exchange exposure.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	As at August 31,	As at November 30,
	2025	2024
	()	()
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 $132.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2025 would have an impact, net of tax, of approximately $9,262 on other comprehensive income for the nine months ended August 31, 2025. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at August 31, 2025 would have an impact of $409 on net loss for the nine months ended August 31, 2025.

11.3	Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in interest rates. The Company's exposure to interest rate risk is limited as it has no long-term debt. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and cash equivalents, restricted cash and term deposits, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents and restricted cash are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

11.4	Credit Risk

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. Substantially all of our cash and cash equivalents held with financial institutions exceeds government insured limits. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors the financial institutions where its deposits are held.

11.5	Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at August 31, 2025, the Company has working capital (current assets less current liabilities) of $5,961. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $3,634 and other assets of $2,322 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 10.1).

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The Company has current cash and cash equivalent balances, access to its 2024 ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal.

As of August 31, 2025, the Company owns securities in the following publicly listed companies:

Equity Holdings	Exchange	Number of Securities	Fair Value^(1)^
U.S. GoldMining	NASDAQ	9,878,261 shares<br><br> <br>122,490 warrants	$125.7 million (US$91.5 million)^(2)^
Gold Royalty Corp.	NYSE American	21,533,125 shares	$107.1 million (US$77.9 million)
NevGold	TSX-V	19,073,350 shares	$5.8 million^(3)^
Australian Mines Limited	ASX	84,429,563 shares	$0.6 million (AUD$0.7 million)^(4)^
(1)	Fair values based upon the closing price of the applicable securities as of August 31, 2025.
---	---
(2)	Includes fair value of^^warrants held by the Company.
---	---
(3)	GoldMining has entered into an agreement with NevGold, pursuant to which it has agreed not to, subject to certain customary exceptions, directly or indirectly, sell NevGold Shares in open market transactions through the facilities of the TSX Venture Exchange or other stock exchange or public trading platform until February 27, 2027.
---	---
(4)	Subject to a six month hold period expiring on February 28, 2026.
---	---

GoldMining believes that, taking into account its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC, NevGold and AUZ shares and access to its 2024 ATM Program, it will be able to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

11.6	Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments (the "Equity investments". The Company does not actively trade its Equity investments. The share prices of Equity investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity investments held as at August 31, 2025, a 10% change in the share prices of its Equity investments would have an impact, net of tax, of approximately $9,823 on other comprehensive income for the nine months ended August 31, 2025.

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

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

●	During the three and nine months ended August 31, 2025, the Company incurred $10 and $18 (three and nine months ended August 31, 2024: $89 and $379) 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 one of the Company's Co-Chairmen.

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2025, 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>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
12.2	Transactions with Key Management Personnel
---	---

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three and nine months ended August 31, 2025:

	For the three months ended		For the Nine months ended
	August 31,	August 31,	August 31,	August 31,
	2025	2024	2025	2024
	()	()	()	()
Management fees
Director and officer fees
Share-based compensation
Total

All values are in US Dollars.

As at August 31, 2025, $21 was payable to key management personnel for services provided to the Company (November 30, 2024: $274). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

13.	Segmented Information

The Company conducts its business in the acquisition, exploration and development of mineral properties as two operating segments, with U.S. GoldMining being one distinct operating segment, and all other subsidiaries, or "Others" being the second operating segment. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru.

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

	Total non-current assets
	As at August 31,	As at November 30,
	2025	2024
	()	()
Canada
Colombia
Brazil
Peru
United States
Total

All values are in US Dollars.

	Total operating loss		Total operating loss
	For the three months ended		For the nine months ended
	August 31, 2025	August 31, 2024	August 31, 2025	August 31, 2024
	()	()	()	()
Canada
United States
Brazil
Colombia
Peru
Total

All values are in US Dollars.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The Company's total assets, liabilities, operating loss and net loss for its two operating segments, U.S. GoldMining and others are detailed below:

	Total assets		Total liabilities
	As at August 31,	As at November 30,	As at August 31,	As at November 30,
	2025	2024	2025	2024
	()	()	()	()
U.S. GoldMining^(1)^
Others^(2)^
Total

All values are in US Dollars.

^(1)^Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc.

^(2)^Others consists of GoldMining Inc. and all of its subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada.

	For the three months ended August 31, 2025						For the three months ended August 31, 2024
	U.S. GoldMining(1)		Others(2)		Total		U.S. GoldMining(1)		Others(2)		Total
	()		()		()		()		()		()
Operating expenses		****		****		****		****		****		****
Consulting fees
Depreciation
Directors' fees, employee salaries and benefits
Exploration expenses
General and administrative
Professional fees
Share-based compensation
Share of loss on investment in associate
Share of loss on investment in joint venture

Operating loss		)		)		)		)		)		)
Other items		****		****		****		****		****		****
Interest income (expense)
Flow-through recovery
Other loss		)		)		)		)		)		)
Gain on share sales of investment in associate
Gain on derecognition of investment in associate
Financing costs		)		)		)		)		)		)
Net foreign exchange gain (loss)		)						)		)		)
Net loss for the period before taxes		)		)		)		)		)		)
Current income tax expense				)		)		)		)		)
Deferred income tax recovery (expense)										)		)
Net income (loss) for the period		)				)		)		)		)

All values are in US Dollars.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
	For the nine months ended August 31, 2025						For the nine months ended August 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
	U.S. GoldMining(1)		Others(2)		Total		U.S. GoldMining(1)		Others(2)		Total
	()		()		()		()		()		()
Operating expenses (income)		****		****		****		****		****		****
Consulting fees
Depreciation
Directors' fees, employee salaries and benefits
Exploration expenses
General and administrative
Professional fees
Share-based compensation
Share of loss on investment in associate
Share of loss on investment in joint venture
Recovery on the receipt of mineral property option payments										)		)

Operating loss		)		)		)		)		)		)
Other items		****		****		****		****		****		****
Interest income
Flow-through recovery
Other loss		)		)		)		)		)		)
Gain on share sales of investment in associate
Gain on derecognition of investment in associate
Financing costs		)		)		)		)		)		)
Net foreign exchange gain (loss)		)						)		)		)
Net loss for the period before taxes		)		)		)		)		)		)
Current income tax expense		)		)		)		)		)		)
Deferred income tax recovery (expense)										)		)
Net loss for the period		)		)		)		)		)		)

All values are in US Dollars.

^(1)^Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc.

^(2)^Others consists of GoldMining Inc. and all of its subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada.

14.	Commitments

Boa Vista Joint Venture Project

On July 1, 2025, Cabral Resources Limited, the Company's wholly-owned subsidiary ("Cabral"), and the Company's joint venture partner, Majestic D&M Holdings LLC ("Majestic"), entered into a binding term sheet for an earn-in agreement (the "Earn-In Agreement") with Australian Mines Limited, pursuant to which, among other things, Cabral and Majestic granted AUZ the right to acquire up to an 80% interest in the Company's Boa Vista Gold Project ("Boa Vista Project"), located in the Tapajós Gold Province, Pará State, Brazil, in consideration for aggregate cash and equity payments of up to $7 million.

The rights to the Boa Vista Project are 100% held by Golden Tapajós Mineração Ltda. ("GT"), a Brazil limited company owned and operated by Boa Vista Gold Inc. ("BVG"), a joint venture company owned 84.05% by Cabral and 15.95% by Majestic. Upon execution of the Earn-In Agreement, AUZ made an initial cash payment of $55 to Cabral for the purpose of satisfying the annual option renewal costs payable by the operator under the terms of a shareholders agreement dated January 21, 2010, as amended (the "BVG Shareholders Agreement").

On August 28, 2025, in consideration for granting the earn-in right, AUZ issued $898 (AUD$1.0 million) in AUZ Shares, calculated based on a deemed issue price per AUZ Share equal to AU$0.01, being the twenty-day volume-weighted average price ("VWAP") for AUZ Shares immediately prior to the date of execution of the Earn-In Agreement, to Cabral and Majestic on a pro rata basis in proportion to their respective shareholding in BVG. The Company received 84,429,563 shares of AUZ, with a fair value of $607 (AU$0.675 million), completing all conditions precedent to the Earn-In Agreement.

If the option is exercised in full, the Company will retain a 20% interest in the Boa Vista Project at such time.

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

First Option: AUZ has 3 years from the date all conditions precedent to the Earn-In Agreement are satisfied to earn the right to a 51% interest in the Boa Project by:

●	Incurring minimum exploration expenditures of $4,044 (AU$4.5 million), inclusive of:
○	Completing a minimum 6,000 metres of diamond core drilling; and
---	---
○	Making three annual cash payments to the Company, each of $250
---	---
●	Announcing a 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC") -compliant mineral resource estimate of at least 500,000 gold ounces, including at least 250,000 ounces in the measured and indicated categories; and
---	---
●	Issuance of AUZ Shares valued at $899 (AU$1 million), calculated based on a deemed issue price per AUZ Share equal to the twenty-day VWAP of AUZ Shares immediately prior to the date of notice of exercise of the First Option, to be distributed on a pro rata basis to the Company and Majestic in accordance with their interests.
---	---

Upon satisfaction of the First Option conditions under the Earn-In Agreement, each of Cabral and Majestic will each transfer 51% of their pro rata shareholdings in BVG to AUZ and, as a result, Majestic's interest in BVG will fall below 10% and be converted to a 1.5% net smelter return royalty pursuant to the terms of the BVG Shareholders Agreement. Pursuant to the terms of the Earn-In Agreement, upon satisfying the First Option conditions, AUZ and Cabral will form a joint venture (51/49 respectively) on industry standard terms with AUZ as the initial operator.

Second Option: AUZ may earn a further 19% interest in the Boa Vista Project up to an aggregate 70% interest in the Boa Vista Project within 3 years from the date of completion of the First Option by:

●	Expending a minimum annual amount of $899 (AU$1 million) on exploration and feasibility study activities on the Project, including a minimum of $899 (AU$1 million) on environmental baseline studies; and
●	Completing a Feasibility Study containing a JORC and NI 43-101 Mineral Reserve of more than 250,000 ounces of gold.
---	---

Third Option: AUZ has a further option, exercisable within 90 days from the date of completion of the Second Option, to earn a further 10% interest in the Project (to 80%) by, at the Company's option, either

●	granting the Company a shield to dilution out of the joint venture; or
●	paying the Company the Third Option exercise price (which may be a mix of cash and equity, with a minimum 50% in cash) in an amount equal to the greater of either (i) or (ii):
---	---

i) $4,494 (AU$5 million); and

ii) the value of the then Mineral Resource at the Project at the time of exercise, calculated as the sum of gold oz contained within the Mineral Resource by multiplying measured resources by AU$20/oz, indicated resources by AU$10/oz, and inferred resources (less 300,000 oz) by AU$2.50/oz.

Surubim Project

Altoro Agreement– Surubim Property

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

GoldMining Inc. ****<br><br> <br>Notes to Condensed Consolidated Interim Financial Statements<br><br> <br>As at August 31, 2025 and November 30, 2024<br><br> <br>(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

La Mina Project

The La Mina Gold-Copper Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into a single concession. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

In addition, pursuant to an option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020, September 27, 2022, May 10, 2024 and September 13, 2024, the Company's subsidiary can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before October 15, 2025.

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at August 31, 2025, including payments due for each of the next five years and thereafter.

	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 $9 related to low value assets, $158 related to short-term leases and $274 related to non-lease components of leases on the date of inception of each lease agreement.

The Company's commitments related to long-term leases at the date of initial application, that do not relate to low value assets or non-lease components of operating leases, are disclosed as lease liabilities.

15.	Subsequent Events

Subsequent to August 31, 2025, the Company had sales of 6,645,220 ATM Shares under the 2024 ATM Program for gross proceeds of approximately $12.68 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.32 million.

On September 30, 2025, U.S. GoldMining Inc. filed a prospectus supplement to increase the maximum number of U.S. GoldMining Shares, issuable pursuant to the U.S. GoldMining Offering Agreement. Pursuant to the increased offering, U.S. GoldMining may sell up to US$7.6 million of U.S. GoldMining Shares from time to time through the sales agents, which does not include the U.S. GoldMining Shares having an aggregate gross sales price of approximately US$4.8 million that were sold pursuant to the U.S. GoldMining ATM Program prior to September 30, 2025.

Subsequent to August 31, 2025, U.S GoldMining issued 252,243 common shares under the U.S. GoldMining ATM Program for gross proceeds of approximately $4.4 million (US$3.16 million).

ex_869070.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

(Expressed in Canadian dollars unless otherwise stated)

October 10, 2025

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

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, 2025, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2025, including the notes thereto, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2024, copies of which are available under the Company's profile at www.sedarplus.ca.

References in this MD&A to the "Company" mean "GoldMining Inc.", together with its subsidiaries, unless the context otherwise requires. Unless otherwise stated, references herein to "$" or "dollars" are to Canadian dollars, references to "US$" are to United States dollars, references to "R$" are to Brazilian Reals and references to "AU$" are to Australian dollars.

The Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2025, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. Unless otherwise stated, all information contained in this MD&A is as of October 10, 2025.

Third-Party Information

The Company has obtained certain information in this MD&A concerning the industries in which it operates from publicly available information from third-party sources, including disclosure of the publicly traded companies in which the Company holds securities. The Company has not verified the accuracy or completeness of any information contained in such publicly available information. In addition, the Company has not determined if any such third party has omitted to disclose any facts, information or events which may have occurred prior to or subsequent to the date as of which any such information became publicly available or which may affect the significance or accuracy of any information contained in any such information and summarized herein.

Forward-Looking Information

Certain statements in this MD&A constitute "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of securities laws in the United States (collectively, "Forward-Looking Statements"). These statements relate to the expectations of management about future events, results of operations and the Company's future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "target", "aim", "pursue", "potential", "objective" and "capable" and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date hereof. In addition, this MD&A may contain Forward-Looking Statements attributed to third party industry sources. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:

●	the Company's future exploration and development plans and strategies;
●	expectations regarding the continuity of mineral deposits respecting the receipt of necessary licenses and permits;
---	---
●	expectations relating to the Boa Vista Gold Project (as defined herein), including the exercise of the Earn-In Agreement (as defined herein), if at all, and the timing thereof;
---	---
●	exploration activities and/or plans on the Company's projects;
---	---

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025
●	expectations regarding environmental, social or political issues that may affect the exploration or development progress;
---	---
●	future sales under the ATM Program (as defined herein), and use of funds therefrom;
---	---
●	the completion of future transactions; ****
---	---
●	capital expenditure programs and the timing and method of financing thereof;
---	---
●	the requirement for additional financing in order to maintain the Company's operations and exploration activities;
---	---
●	expectations respecting the receipt of necessary licenses and permits, including obtaining extensions thereof;
---	---
●	the Company's ability to raise the capital necessary to fund its operations and the potential development of its properties;
---	---
●	forecasts relating to mining, development and other activities at the Company's operations;
---	---
●	potential increases in the ultimate recovery of gold from its properties;
---	---
●	forecasts relating to market developments and trends in global supply and demand for gold;
---	---
●	future royalty and tax payments and rates; and
---	---
●	future work on the Company's non-material properties.
---	---

Forward-Looking Statements are based on a number of material assumptions, including those listed here, which could prove to be significantly incorrect:

●	the Company will realize on the benefits expected from its business plans and strategies;
●	the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof will occur and proceed as expected;
---	---
●	current gold, silver, base metal and other commodity prices will be sustained, or will improve;
---	---
●	the proposed development of the Company's projects will be viable operationally and economically and will proceed as expected;
---	---
●	any additional financing required by the Company will be available, and on reasonable terms;
---	---
●	the accuracy of any mineral reserve and mineral resource estimates;
---	---
●	the accuracy of budgeted exploration and development costs and expenditures;
---	---
●	the disclosures of publicly traded companies which the Company holds securities and those of third-party sources are accurate;
---	---
●	the price of other commodities such as fuel;
---	---
●	future currency exchange rates and interest rates;
---	---
●	political and regulatory stability;
---	---
●	the receipt of governmental and third-party approvals, licenses and permits on favourable terms;
---	---
●	obtaining required renewals for existing approvals, licenses and permits and obtaining all other required approvals, licenses and permits on favourable terms; and
---	---
●	the Company will not experience any material accident, labour dispute or failure of plant or equipment.
---	---

Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ materially from those reflected in the forward-looking information, including, without limitation:

●	the exploration, development, and operation of early-stage mineral properties, including the speculative nature of exploration and development projects, the possibility of diminishing quantities or grades of mineralization, the inability to recover certain expenditures and the exposure to operational hazards typically encountered in the exploration, development and production of mineral properties;
●	obtaining and maintaining all necessary government permits, approvals and authorizations related to the continued exploration and development of the Company's current and future projects and operations;
---	---
●	the uncertainty of mineral resource estimates;
---	---

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025
●	fluctuation in market value of publicly traded securities held by the Company;
---	---
●	the potential dilution of voting power or earnings per share as a result of the exercise of convertible securities of the Company, future financings or future acquisitions financed by the issuance of equity;
---	---
●	general economic conditions, including the impacts of changes to trade policies and the imposition of tariffs;
---	---
●	gold and other commodity price fluctuations and volatility;
---	---
●	the Company has no known mineral reserves and that no economic reserves may exist on the Company's projects;
---	---
●	potential acquisitions of additional mineral properties or mergers with or investment in new companies and abandonment of interest by the Company in its mineral properties;
---	---
●	failure of counterparties to perform their contractual obligations;
---	---
●	referendums or resolutions respecting prohibitions or restrictions on mining;
---	---
●	government regulations and government and community approvals, acceptance, agreements and permissions (generally referred to as "social license"), including the ability to obtain and maintain required government and community approvals, the impact of changing government regulations and shifting political climates, and the ability of regulatory authorities to impose fines or shut down operations in cases of non-compliance;
---	---
●	the presence of artisanal miners;
---	---
●	inherent risks in mining and development, including risks related to accidents, labour disputes, environmental hazards, unfavourable operating conditions, or other unanticipated difficulties with or interruptions in operations;
---	---
●	war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environment;
---	---
●	infrastructure;
---	---
●	competitive conditions in the mineral exploration and mining industry;
---	---
●	property and mineral title, including defective title to mineral claims or property;
---	---
●	environmental regulation and liability;
---	---
●	costs, compliance and other risks associated with climate change and emerging climate change regulation;
---	---
●	information systems and cyber security;
---	---
●	uncertainty of the performance of contractors;
---	---
●	costs, delays and other risks associated with statutory and regulatory compliance;
---	---
●	the uncertainty of profitability and financing risks, as the Company has no history of earnings;
---	---
●	health epidemics or pandemics;
---	---
●	internal controls over financial reporting;
---	---
●	foreign exchange fluctuations;
---	---
●	the ability of the Company to retain skilled and experienced personnel, contractors, management and employees;
---	---
●	potential litigation;
---	---
●	foreign operations;
---	---
●	possible conflicts of interest;
---	---
●	uninsurable risks;
---	---
●	risks associated with joint ventures;
---	---
●	capital cost estimates; and
---	---
●	the other risk factors set forth under "Risk Factors" in the AIF and other filings with the Canadian Regulatory Authorities and the U.S. Securities and Exchange Commission, copies of which are available under the Company's profile at SEDAR+ at www.sedarplus.ca and www.sec.gov, respectively.
---	---

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in Forward-Looking Statements. Forward-Looking Statements are based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update Forward-Looking Statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are cautioned against attributing undue certainty to Forward-Looking Statements.

The risk factors referenced herein should not be construed as exhaustive.

Business Overview

The Company is a mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.

GoldMining's principal projects are currently its La Mina Gold Project (the "La Mina Project") and Titiribi Gold-Copper Project, located in the Department of Antioquia, Colombia (the "Titiribi Project"), the São Jorge Gold Project, located in the State of Pará, Brazil (the "São Jorge Project") and the Whistler Gold-Copper Project, located in Alaska, United States (the "Whistler Project"), held through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining").

The Company has control over U.S. GoldMining and consolidates the entity. As at August 31, 2025, the Company held approximately 77.5% of the outstanding shares of common stock of U.S. GoldMining (the "U.S. GoldMining Shares"). See "Update on Material Properties – Other Investments".

The Company's common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", the NYSE American under the symbol "GLDG" and the Frankfurt Stock Exchange under the symbol "BSR".

The head office and principal address of the Company is Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.

Company Strategy

The Company's long-term growth strategy of acquiring and developing gold assets in the Americas is premised on a disciplined execution strategy of advancing the existing portfolio including pursuing partnerships and joint ventures, while also continuing to evaluate accretive acquisition opportunities and potential spin-outs and property divestiture opportunities.

Recent Developments

Option of Boa Vista Project

On July 1, 2025, Cabral Resources Limited, the Company's wholly-owned subsidiary ("Cabral"), and the Company's joint venture partner, Majestic D&M Holdings LLC ("Majestic"), entered into a binding term sheet for an earn-in agreement (the "Earn-In Agreement") with Australian Mines Limited (ASX:AUZ) ("AUZ"), pursuant to which, among other things, Cabral and Majestic granted AUZ the right to acquire up to an 80% interest in the Company's Boa Vista Gold Project ("Boa Vista Project"), located in the Tapajós Gold Province, Pará State, Brazil, in consideration for aggregate cash and equity payments of up to $7 million.

The rights to the Boa Vista Project are 100% held by Golden Tapajós Mineração Ltda. ("GT"), a Brazil limited company owned and operated by Boa Vista Gold Inc. ("BVG"), a joint venture company owned 84.05% by Cabral and 15.95% by Majestic. Upon execution of the Earn-In Agreement, AUZ made an initial cash payment of CAD$55,000 to Cabral for the purpose of satisfying the annual option renewal costs payable by the operator under the terms of a shareholders agreement dated January 21, 2010, as amended (the "BVG Shareholders Agreement").

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

On August 28, 2025, in consideration for granting the earn-in right, AUZ issued AUD$1,000,000 in ordinary shares of AUZ ("AUZ Shares") to Cabral and Majestic on a pro rata basis in proportion to their respective shareholding in BVG.

If the option is exercised in full, the Company will retain a 20% interest in the Boa Vista Project at such time.

First Option: AUZ has 3 years from the date all conditions precedent to the Earn-In Agreement are satisfied to earn the right to a 51% interest in the Boa Vista Project by:

●	Incurring minimum exploration expenditures of $4.044 million (AU$4.5 million), inclusive of:
○	Completing a minimum 6,000 metres of diamond core drilling; and
---	---
○	Making three annual cash payments to the Company, each of $0.25 million
---	---
●	Announcing a 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC") - compliant mineral resource estimate of at least 500,000 gold ounces, including at least 250,000 ounces in the measured and indicated categories; and
---	---
●	Issuance of AUZ Shares valued at $0.899 million (AU$1 million), calculated based on a deemed issue price per AUZ Share equal to the twenty-day VWAP of AUZ Shares immediately prior to the date of notice of exercise of the First Option, to be distributed on a pro rata basis to the Company and Majestic in accordance with their interests.
---	---

Upon satisfaction of the First Option conditions under the Earn-In Agreement, Cabral and Majestic will each transfer 51% of their pro rata shareholdings in BVG to AUZ and, as a result, Majestic's interest in BVG will fall below 10% and be converted to a 1.5% net smelter return royalty pursuant to the terms of the BVG Shareholders Agreement. Pursuant to the terms of the Earn-In Agreement, upon satisfying the First Option conditions, AUZ and Cabral will form a joint venture (51/49 respectively) on industry standard terms with AUZ as the initial operator.

●	Expending a minimum annual amount of $0.899 million (AU$1 million) on exploration and feasibility study activities on the Project, including a minimum of $0.899 million (AU$1 million) on environmental baseline studies; and
●	Completing a Feasibility Study containing a JORC and NI 43-101 Mineral Reserve of more than 250,000 ounces of gold.
---	---

Third Option: AUZ has a further option, exercisable within 90 days from the date of completion of the Second Option, to earn a further 10% interest in the Project (to 80%) by, at the Company's option, either

●	granting the Company a shield to dilution out of the joint venture; or
●	paying the Company the Third Option exercise price (which may be a mix of cash and equity, with a minimum 50% in cash) in an amount equal to the greater of either (i) or (ii):
---	---
i)	$4.494 million (AU$5 million); and
---	---
ii)	the value of the then Mineral Resource at the Project at the time of exercise, calculated as the sum of gold oz contained within the Mineral Resource by multiplying measured resources by AU$20/oz, indicated resources by AU$10/oz, and inferred resources (less 300,000 oz) by AU$2.50/oz.
---	---

Non-Brokered Private Placement

On June 9, 2025, the Company closed a non-brokered private placement of 373,135 common shares, which qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (each a "FT Share") at a price of $1.34 per FT Share for gross proceeds of $0.50 million. The Company will use an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures", as such terms are defined in the Income Tax Act (Canada) ("Qualifying Expenditures") in relation to the Company's Yellowknife Gold Project, on or before December 31, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2025.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

As of August 31, 2025, $0.24 million from the gross proceeds has been spent on Qualifying Expenditures, including being used to undertake desktop analysis of available exploration datasets with the objective to develop a 3D geological model and mineral systems approach to exploration and resource delineation on the Yellowknife Project.

At-the-Market Equity Program

The Company's current at-the-market equity program (the "ATM Program") commenced in December 2024, pursuant to an equity distribution agreement dated December 20, 2024 (the "2024 Distribution Agreement") with a syndicate of agents (the "Agents"). Under the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") to the public from time to time, through the Agents, at the Company's discretion at the market price on the TSX or the NYSE, as applicable, at the time of sale.

During the three months ended August 31, 2025, the Company issued a total of 3,079,394 ATM Shares under the ATM Program for aggregate gross proceeds of $3.2 million. Aggregate gross proceeds raised over the three months ended August 31, 2025, were approximately $1.26 million from sales conducted through the facilities of the TSX (net proceeds $1.22 million) and US$1.42 million from sales conducted through the facilities of the NYSE American (net proceeds US$1.39 million), and the Agents were paid aggregate commissions on such sales of approximately $0.04 million and US$0.03 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

During the nine months ended August 31, 2025, the Company issued a total of 4,755,273 ATM Shares under the ATM Program for aggregate gross proceeds of $5.09 million. Aggregate gross proceeds raised over the nine months ended August 31, 2025, were approximately $2.67 million from sales conducted through the facilities of the TSX (net proceeds $2.60 million) and US$1.76 million from sales conducted through the facilities of the NYSE American (net proceeds US$1.72 million), and the Agents were paid aggregate commissions on such sales of approximately $0.07 million and US$0.04 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

Subsequent to August 31, 2025, the Company issued an additional 6,645,220 ATM Shares under the ATM Program for aggregate gross proceeds of $12.68 million. Aggregate gross proceeds raised were approximately US$9.11 million on the NYSE American (representing net proceeds of US$8.89 million), and the Agents were paid aggregate commissions on such sales of approximately US$0.22 million.

Unless earlier terminated by the Company or the Agents as permitted therein, the 2024 Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 24, 2025.

U.S. GoldMining At-the-Market Equity Program

On May 15, 2024, U.S. GoldMining entered into an at-the market offering agreement (the "U.S. GoldMining Offering Agreement") with a syndicate of agents for an at-the-market facility (the "U.S. GoldMining ATM Program"). Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining could sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales.

On September 30, 2025, U.S. GoldMining filed a prospectus supplement to increase the maximum number of U.S. GoldMining Shares, issuable pursuant to the U.S. GoldMining Offering Agreement. Pursuant to the increased offering, U.S. GoldMining may sell up to US$7.6 million of U.S. GoldMining Shares from time to time through the sales agents, which does not include the U.S. GoldMining Shares having an aggregate gross sales price of approximately US$4.8 million that were sold pursuant to the U.S. GoldMining ATM Program prior to September 30, 2025.

The securities that may be offered under the U.S. GoldMining ATM Program have not been and will not be qualified by a prospectus for the offer or sale to the public in Canada under applicable Canadian securities laws.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

During the three months ended August 31, 2025, U.S. GoldMining sold 227,607 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $2.8 million (US$1.97 million).

During the nine months ended August 31, 2025, U.S. GoldMining sold 286,339 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $3.7 million (US$2.61 million).

Subsequent to August 31, 2025, through to October 9, 2025, U.S. GoldMining sold 252,243 common shares under the U.S. GoldMining ATM Program, for gross proceeds of approximately $4.4 million (US$3.16 million).

Update on Material Properties

The Company continuously evaluates its projects in order to identify potentially value-enhancing work for prioritization. The Company has identified various potential work on projects as identified below. Such additional work and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, which we may obtain through equity and/or debt financing.

São Jorge Gold Project

During the three and nine months ended August 31, 2025, the Company incurred $1.3 million and $1.9 million, respectively, of expenditures on the São Jorge Project. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services, expenditures for camp maintenance costs, including infrastructure upgrades and construction of additional core storage and camp expansion, and costs related to the Company's 2025 exploration program at the project, including drilling and airborne-drone Lidar surveying.

On March 18, 2025, the Company announced a 2025 exploration program for the São Jorge Project. To date, the Company has completed 3,862.5 metres of the planned drilling campaign of up to 5,000 metres targeting expansion of the known deposit along strike, geophysical surveying northwards over the William South and North prospect areas, has completed 2,143 metres of the planned auger drilling of up to 3,000 metres over high tenor soil anomalies and has completed 2,552 samples of the planned soil sampling program of up to 6,000 samples to test and expand the broader mineral system across the project. The complete results for these samples are expected for the end of November.

Whistler Gold-Copper Project

During the three and nine months ended August 31, 2025, U.S. GoldMining incurred $1.6 million and $2.1 million, respectively, of expenditures on the Whistler Project for consulting fees to vendors for geological work, permitting and compliance, regulatory and community stakeholder engagement, camp, equipment and airstrip maintenance costs.

On June 9, 2025, U.S. GoldMining announced that it selected Ausenco Engineering Canada ULC as the principal consulting firm to lead its proposed initial economic assessment for the Whistler Project. The study is intended to constitute an initial assessment ("PEA") under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission and a preliminary economic assessment under Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").

On June 16, 2025, U.S. GoldMining provided an update on exploration targets at the Whistler Gold-Copper Project, highlighting exploration potential at the Muddy Creek mineral system.

On July 21, 2025, U.S. GoldMining announced an exploration program for the 2025 field season at the Whistler Project which would focus on developing new potential porphyry gold-copper drill targets within the Whistler Orbit and undertaking follow-up mapping and sampling at the Muddy Creek prospect.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

On July 25, 2025, the Alaska Industrial Development and Export Authority ("AIDEA") announced that it had submitted a Department of the Army ("DA") Individual Permit application for the construction of the West Susitna Access Project ("WSAP"), a 78.5-mile access road across Alaska’s Matanuska-Susitna Borough ("MSB") in south central Alaska. The WSAP will connect Whistler with existing highway, rail, power and port infrastructure in the eastern MSB, where a large and skilled workforce resides in the tri-city municipalities of Anchorage, Palmer and Wasilla. The WSAP will provide year-round public access to currently remote State public lands and private lands within the MSB, as well as areas planned for resource development, including the Whistler Project. The WSAP will begin approximately 1.4 miles west of Alexander Creek and extend to the Whiskey Bravo airstrip and the Company’s Whistler mineral exploration claims and camp site, where it will terminate approximately 2 miles from the Project’s flagship Whistler gold-copper deposit.

On August 27, 2025, U.S. GoldMining provided an update on exploration progress at its Whistler Project for the 2025 field season in Alaska, including commencement of follow-up mapping and sampling of the Muddy Creek mineral system. Exploration added the supplementary objective of developing a pipeline of exploration targets at the district-scale, and U.S. GoldMining disclosed an intention of expanding the projects resource base through follow-up exploration based on such pipeline.

On September 22, 2025, U.S. GoldMining announced updated results from the metallurgical test work program which commenced earlier this year. U.S. GoldMining disclosed recovery of up to 85.3% gold (Au), 79.1% copper (Cu) and 55.3% silver (Ag) from the combined sulphide flotation and leaching test work using a master composite derived from Whistler Deposit drill core that is representative of the average metal grade within the Project’s mineral resource estimate.

La Mina Gold-Copper Project

During the three and nine months ended August 31, 2025, the Company incurred $0.0 million and $0.1 million, respectively, of expenditures on the La Mina Gold-Copper Project, which included expenditures for camp maintenance, payroll and personnel expenses and surface rights lease payments.

Titiribi Gold-Copper Project

During the three and nine months ended August 31, 2025, the Company incurred $0.1 million and $0.4 million, respectively, of expenditures on the Titiribi Project, which included expenditures for camp maintenance costs, payroll and personnel expenses, surface rights lease payments as well as initiating a geotechnical study to better determine the physical characteristics of rock and soil at the Titiribi Project.

In April 2025, the Company submitted a work and construction program or Programa de Trabajo y Obras ("PTO"), the document detailing the final exploration plan, to the National Mining Agency for approval. Once the PTO is approved, the next major step for the project would involve obtaining other necessary permits, such as the Environmental Impact Assessment approval, and then proceeding with construction and development activities as outlined in the approved PTO.

Other Investments

Gold Royalty Corp.

As of August 31, 2025, the Company owned 21,533,125 common shares (the "GRC Shares") of NYSE American-listed Gold Royalty Corp. ("GRC").

NevGold Corp.

As of August 31, 2025, the Company owned 19,073,350 common shares (the "NevGold Shares") of TSX Venture-listed NevGold Corp. ("NevGold").

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

During the nine months ended August 31, 2025, the Company sold a total of 6,982,800 NevGold Shares for $2.0 million, net of transaction costs. By August 31, 2025, the Company had reduced its ownership interest in NevGold to 16.7%. As a result, it determined that it no longer has significant influence over NevGold and, accordingly, ceased accounting for the investment using the equity method. The Company now accounts for its ownership in the common shares of NevGold as a financial asset, initially recognized at fair value and subsequently measured at fair value through other comprehensive income ("FVTOCI").

GoldMining has entered into an agreement with NevGold, pursuant to which it has agreed not to, subject to certain customary exceptions, directly or indirectly, sell NevGold Shares in open market transactions through the facilities of the TSX Venture Exchange or other stock exchange or public trading platform until February 27, 2027.

Australian Mines Limited.

As of August 31, 2025, the Company owned 84,429,563 AUZ Shares in ASX listed Australian Mines Limited.

During the nine months ended August 31, 2025, the Company received 84,429,563 common shares of AUZ with a fair value of $0.607 million, completing all conditions precedent to the Earn-In-Agreement. See "Recent Developments – Option of Boa Vista Project".

U.S. GoldMining

As of August 31, 2025, the Company owned 9,878,261 U.S. GoldMining Shares, or approximately 77.5% of U.S. GoldMining's outstanding shares of common stock and 122,490 warrants to purchase U.S. GoldMining Shares.

As a result of its ownership position, the Company consolidates the assets and liabilities of U.S. GoldMining in its Statements of Financial Position and therefore, the market value of the U.S. GoldMining Shares and warrants is not reflected in the Company's financial statements.

The following table shows the assets and liabilities of U.S. GoldMining:

	August 31,
	2025
(in thousands of dollars)	()
Assets
Cash and cash equivalents
Restricted cash
Prepaid expenses and deposits
Other receivables
Other assets
Land, property and equipment
Exploration and evaluation assets

Liabilities
Accounts payable and accrued liabilities
Withholding taxes payable
Rehabilitation provisions
Lease liability

All values are in US Dollars.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Results of Operations

Three months ended August 31, 2025, Compared to Three months ended August 31, 2024

The following is a table of selected consolidated operating results of the Company, with U.S. GoldMining and its wholly owned subsidiary US GoldMining Canada Inc.^(1)^ being separately disclosed, as well as other subsidiaries of the Company^(2)^.

Selected Operating Results	U.S. GoldMining(1)					Others(2)						Consolidated
	For the three months ended					For the three months ended						For the three months ended
	August 31,	August 31,				August 31,		August 31,				August 31,		August 31,
(in millions of dollars)	2025 ()	2024 ()		Change ()		2025 ()		2024 ()		Change ()		2025 ()		2024 ()		Change ()
Operating loss					)												)
Consulting fees
Directors' fees, employee salaries and benefits
Exploration expenses					)												)
General and administrative expenses											)
Professional fees					)												)
Share-based compensation
Share of loss in associate
Interest income			)						)						)
Gain on share sales of investment in associate							)				)		)				)
Gain on remeasurement of investment in NevGold							)				)		)				)
Current income tax expense
Deferred income tax expense (recovery)							)				)		)				)
Net loss (income)					)		)				)						)

All values are in US Dollars.

^(1)^Consists of U.S. GoldMining and its wholly owned subsidiary US GoldMining Canada Inc.

^(2)^Others consists of the Company and all of its subsidiaries, excluding U.S. GoldMining and US GoldMining Canada Inc.

For the three months ended August 31, 2025, the Company had an operating loss of $7.6 million, compared to $8.1 million for the same quarter of 2024. On a consolidated basis, the decrease in operating loss was primarily the result of decreases in exploration expenses and professional fees.

General and administrative expenses were $1.5 million for the three months ended August 31, 2025, compared to $1.4 million for the three months ended August 31, 2024. The increase was primarily the result of higher office expenses, transfer agent and regulatory fees, partially offset by lower investor communication and marketing expenses and insurance fees.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $0.6 million for the three months ended August 31, 2025, compared $0.5 million for the same quarter in 2024.

Exploration expenses were $3.8 million for the three months ended August 31, 2025, compared to $5.1 million for the same quarter in 2024. The decrease was primarily due to lower exploration expenditures associated with U.S. GoldMining's Whistler Project, offset by higher expenditures at the São Jorge and Yellowknife Projects.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

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

	For the three months ended		For the nine months ended
	August 31,		August 31,
	2025	2024	2025	2024
(in thousands of dollars)	()	()	()	()
Whistler
São Jorge
Titiribi
Crucero
Yellowknife
La Mina
Yarumalito
Rea
Cachoeira
Total

All values are in US Dollars.

Non-cash share-based compensation expenses were $0.4 million during the three months ended August 31, 2025, compared to $0.3 million during the three months ended August 31, 2024. Share-based compensation for the three months ended August 31, 2025, includes $0.1 million recorded by U.S. GoldMining with respect to the vesting of stock options, restricted share units and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.1 million during the three months ended August 31, 2024.

Professional fees were $0.3 million during the three months ended August 31, 2025, compared to $0.5 million during the three months ended August 31, 2024. The decrease was primarily the result of decreased legal, accounting, tax and advisory expenses of U.S. GoldMining as a result of its decreased activities in the period.

Share of loss on investment in associate was $0.6 million during the three months ended August 31, 2025, compared to $0.1 million during the three months ended August 31, 2024. The increase in share of loss on investment in associate was primarily the result of increased marketing costs and share-based compensation expenses of the associate.

For the three months ended August 31, 2025, the Company recognized a deferred income tax recovery of $7.1 million, compared to a deferred income tax expense of $1.3 million for the three months ended August 31, 2024. The deferred income tax recovery during the three months ended August 31, 2025, resulted from the remeasurement of GRC Shares at fair value.

For the three months ended August 31, 2025, the Company recorded a gain on share sales of investment in associate of $0.1 million as a result of the sale of NevGold Shares.

For the three months ended August 31, 2025, the Company recorded a gain on remeasurement of investment in NevGold of $0.3 million as a result of the loss of significant influence on NevGold.

For the three months ended August 31, 2025, the Company recorded an unrealized gain on revaluation of long-term investments of $53.1 million in other comprehensive income, compared to an unrealized loss of $9.8 million for the three months ended August 31, 2024, as a result of an increase in the fair value of its long-term investments. The unrealized gain during the three months ended August 31, 2025, and the unrealized loss during the three months ended August 31, 2024, respectively, were offset by deferred income tax expenses of $7.1 million and a deferred income tax recovery of $1.3 million respectively. The long-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

During the three months ended August 31, 2025, the Company's net loss was $0.1 million, or $0.00 per share on a basic and diluted basis, of which $0.4 million net income was attributable to shareholders of the Company and $0.5 million net loss was attributable to non-controlling interests, compared to a net loss of $9.5 million, or $0.05 per share on a basic and diluted basis, of which $8.6 million was attributable to shareholders of the Company and $0.9 million was attributable to non-controlling interests during the three months ended August 31, 2024.

Nine months ended August 31, 2025, Compared to Nine Months Ended August 31, 2024

Selected Operating Results	U.S. GoldMining(1)						Others(2)						Consolidated
	For the nine months ended						For the nine months ended						For the nine months ended
	August 31,		August 31,				August 31,		August 31,				August 31,		August 31,
(in millions of dollars)	2025 ()		2024 ()		Change ()		2025 ()		2024 ()		Change ()		2025 ()		2024 ()		Change ()
Operating loss						)
Consulting fees
Directors' fees, employee salaries and benefits
Exploration expenses						)												)
General and administrative expenses												)						)
Professional fees						)
Share-based compensation												)
Share of loss in associate												)						)
Share of loss in investment in joint venture
Recovery on receipt of mineral property option payments										)						)
Interest income		)		)				)		)				)		)
Gain on share sales of investment in associate								)				)		)				)
Gain on remeasurement of investment in NevGold								)				)		)				)
Financing costs
Current income tax expense												)						)
Deferred income tax expense (recovery)								)				)		)				)
Net loss						)						)						)

All values are in US Dollars.

^(1)^Consists of U.S. GoldMining and its wholly owned subsidiary US GoldMining Canada Inc.

^(2)^Others consists of the Company and all of its subsidiaries, excluding U.S. GoldMining and US GoldMining Canada Inc.

For the nine months ended August 31, 2025, the Company had an operating loss of $17.5 million, compared to $16.3 million for the same period of 2024. On a consolidated basis, the increase in operating loss was primarily the result of a recovery on receipt of mineral property option payments paid in NevGold Shares of $3.2 million in the same period of 2024 and increases in directors' fees, employee salaries and benefits and professional fees, partially offset by decreases in exploration expenses, general and administrative expenses and share of loss in associate.

General and administrative expenses were $5.3 million for the nine months ended August 31, 2025, compared to $6.0 million for the nine months ended August 31, 2024. The decrease was primarily the result of lower investor communication and marketing expenses and insurance fees, partially offset by higher transfer agent and regulatory fees and office expenses.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $1.8 million for the nine months ended August 31, 2025, compared $1.6 million for the same period in 2024.

Exploration expenses were $5.3 million for the nine months ended August 31, 2025, compared to $7.1 million for the same period in 2024. The decrease was primarily due to lower exploration expenditures associated with U.S. GoldMining's Whistler Project, offset by higher expenditures at the São Jorge, Titiribi, and Yellowknife Projects.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Non-cash share-based compensation expenses were $2.2 million during the nine months ended August 31, 2025, compared to $2.2 million during the nine months ended August 31, 2024. The overall amount remained unchanged year-over-year, however, there was a shift in the source of the expense as follows:

●	GoldMining recorded a decrease in share-based compensation during the nine months ended August 31, 2025, primarily due to fewer stock options outstanding compared to the prior period; and
●	This decrease was offset by an increase in share-based compensation recognized by U.S. GoldMining, which recorded $0.7 million with respect to the vesting of stock options, restricted share units and satisfaction of performance based restricted U.S. GoldMining Shares during the nine months ended August 31, 2025, compared to $0.2 million recorded in the same period of 2024.
---	---

Professional fees were $1.8 million during the nine months ended August 31, 2025, compared to $1.5 million during the nine months ended August 31, 2024. The increase was primarily the result of increased legal and accounting fees incurred for the ATM program, due to timing of the ATM program renewal completed in December 2024 of the current fiscal year, compared to completion of the 2023 ATM program renewal in November 2023.

Share of loss on investment in associate was $0.3 million during the nine months ended August 31, 2025, compared to share of loss in associate of $0.5 million during the nine months ended August 31, 2024. The decrease in share of loss on investment in associate was primarily the result of a $0.7 million dilution gain, which resulted from NevGold's brokered private placement financing in May 2025.

For the nine months ended August 31, 2025, the Company recorded a gain on share sales of investment in associate of $0.1 million as a result of the sale of NevGold Shares.

For the nine months ended August 31, 2025, the Company recorded a gain on remeasurement of investment in NevGold of $0.3 million as a result of the loss of significant influence of NevGold.

For the nine months ended August 31, 2025, the Company recognized a current income tax expense of $0.0 million, compared to $1.8 million for the nine months ended August 31, 2024. The current income tax expense during the nine months ended August 31, 2024, resulted from the sale of the Almaden Project to a subsidiary of NevGold.

For the nine months ended August 31, 2025, the Company recognized a deferred income tax recovery of $9.2 million, compared to a deferred tax expense of $0.3 million for the nine months ended August 31, 2024. The deferred income tax recovery during the nine months ended August 31, 2025, resulted from the remeasurement of GRC Shares at fair value.

For the nine months ended August 31, 2025, the Company recorded an unrealized gain on revaluation of long-term investments of $68.9 million in other comprehensive income, compared to an unrealized loss of $7.2 million for the nine months ended August 31, 2024, as a result of an increase in the fair value of its long-term investments. The unrealized gain during the nine months ended August 31, 2025, and the unrealized loss during the three months ended August 31, 2024 were offset by a deferred income tax expense of $9.2 million and a deferred income tax recovery of $1.0 million respectively. The long-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

During the nine months ended August 31, 2025, the Company's net loss was $7.6 million, or $0.03 per share on a basic and diluted basis, of which $6.5 million was attributable to shareholders of the Company and $1.1 million was attributable to non-controlling interests, compared to a net loss of $18.0 million, or $0.09 per share on a basic and diluted basis, of which $16.6 million was attributable to shareholders of the Company and $1.3 million was attributable to non-controlling interests during the nine months ended August 31, 2024.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Summary of Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated. The Company did not receive any revenues during such periods.

For the quarter ended	Net loss		Basic and diluted net loss per share
(in thousands of dollars, except per share amounts)	()		()
August 31, 2025		)		)
May 31, 2025		)		)
February 28, 2025		)		)
November 30, 2024		)		)
August 31, 2024		)		)
May 31, 2024		)		)
February 29, 2024		)		)
November 30, 2023		)		)

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 periods. During the three month periods ended August 31, 2025, and May 31, 2025, net loss was lower compared to other quarters as a result of a higher deferred tax recovery, primarily associated with the Company's long-term investments and a dilution gain on investment in associate and a higher deferred tax recovery, primarily associated with the Company's long-term investments. During the three month periods ended November 30, 2024, August 31, 2024, and November 30, 2023, net loss was higher as a result of U.S. GoldMining's exploration program and other activities. During the three months ended February 29, 2024, net loss was lower as a result of recovery on the receipt of mineral property option payments.

Liquidity and Capital Resources

The following table sets forth selected information regarding the Company's financial position for the periods indicated on a consolidated basis and includes the assets and liabilities of U.S. GoldMining as disclosed above under "Other Investments". Cash and cash equivalents and restricted cash of $3.6 million and other assets of $2.3 million held by U.S. GoldMining are solely for the operations of U.S. GoldMining and are not available for use by GoldMining or its subsidiaries.

	As at August 31,	As at November 30,
(in thousands of dollars)	2025	2024
	()	()
Cash and cash equivalents
Working capital
Long-term investments
Total assets
Total current liabilities
Accounts payable and accrued liabilities
Total non-current liabilities
Shareholders' equity
Non-controlling interests

All values are in US Dollars.

Capital resources of the Company consist primarily of cash and cash equivalents, restricted cash, other receivables, liquid short-term and long-term investments in shares of NevGold, AUZ and GRC. As of August 31, 2025, the Company had cash and cash equivalents totalling $6.5 million compared to $11.9 million at November 30, 2024, and $2.5 million in other current assets compared to $1.4 million at November 30, 2024. This includes cash and cash equivalents held by U.S. GoldMining of $3.6 million compared to $5.5 million at November 30, 2024, and $1.0 million in other current assets held by U.S. GoldMining compared to $0.5 million at November 30, 2024.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

The decrease in cash and cash equivalents was primarily the result of operating expenditures offset by cash proceeds from the ATM Program and sales of NevGold Shares during the nine months ended August 31, 2025. As of August 31, 2025, the Company had long-term investments of $112.9 million, compared to $38.9 million as at November 30, 2024. The increase in the fair value of long-term investments was primarily the result of an increase in the market price of GRC and the reclassification of the Company's NevGold Shares from investment in associate to long-term investments during the nine months ended August 31, 2025.

The Company had accounts payable and accrued liabilities of $1.4 million as of August 31, 2025, compared to $1.6 million at November 30, 2024. As of August 31, 2025, the Company had working capital (current assets less current liabilities) of $6.0 million compared to $9.1 million at November 30, 2024. As of August 31, 2025, U.S. GoldMining had working capital of $4.0 million compared to $5.3 million at November 30, 2024.

In addition to planned work programs described under "Update on Material Properties", certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects, are subject to certain ongoing agreements that require additional payments by the Company and, in order to maintain its properties in good standing, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, licence application and extension fees and camp maintenance costs. Additional work on projects identified as part of the ongoing review 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 its cash on hand, holdings of publicly traded securities and its ATM Program will provide sufficient capital resources to meet the Company's obligations over the next 12 months. The Company's ability to meet its obligations and finance exploration and development activities over the long-term will depend on its ability to generate cash flow through the issuance of GoldMining Shares pursuant to equity financings and/or short-term or long-term loans and debt financings. The Company's growth and success is dependent on external sources of financing, which may not be available on acceptable terms or at all. Refer to "Liquidity Risk" below.

Contractual Obligations

The following table summarizes the Company's contractual obligations as at August 31, 2025, including payments due for each of the next five years and thereafter.

Contractual Obligations	Payments Due by Period
(in thousands of dollars)	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 Agreements
Total Contractual Obligations

All values are in US Dollars.

General and Administrative

The Company is currently renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $0.8 million over the next five years. These leased facilities include those of U.S. GoldMining.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Commitments

Boa Vista Joint Venture Project

The Company holds an approximate 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands, which holds the rights to Boa Vista Project located in Pará State, Brazil.

Pursuant to the terms of the BVG Shareholders Agreement, a 1.5% net smelter return royalty is payable to D'Gold Mineral Ltda. and, in the event Majestic's interest in BVG falls below 10%, Majestic's interest will be converted to a 1.5% net smelter return royalty payable by BVG to Majestic. See "Recent Developments – Option of Boa Vista Project".

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, the due date for GT to pay the remaining balance of R$3.0 million ($0.7 million) to maintain the option to acquire 100% of the Boa Vista Project mineral rights (the "Final Payment") was June 30, 2024. In each of June of 2024 and June 2025, GT extended the option to make the Final Payment for a year by making payments in each year of R$0.21 million ($0.05 million).

In addition, GT must make a bonus payment of US$1.5 million if GT defines a NI 43-101 compliant proven and probable gold reserve in excess of three million gold ounces, with the payment payable within 30 days of the commencement of mine production in accordance with its terms.

Surubim Project

Altoro Agreement – Surubim Property

Pursuant to an option agreement between the Company's subsidiary and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010, and December 14, 2012, the Company's subsidiary was granted the option to acquire certain exploration licenses for aggregate consideration of US$0.85 million. Pursuant to this agreement, a cash payment of US$0.65 million is payable upon the 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. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into a single concession. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

Cash Flows

Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2025, was $16.2 million, compared to $17.5 million during the nine months ended August 31, 2024. Significant operating expenditures during the current period included general and administrative expenses, directors' fees, employee salaries and benefits, professional fees and exploration expenditures. Net cash used in operating activities were primarily offset by non-cash items including share-based compensation of $2.2 million, compared to $2.2 million during the nine months ended August 31, 2024, share of loss on investment in associate of $0.3 million, compared to $0.5 million during the nine months ended August 31, 2024, depreciation charge of $0.3 million, compared to $0.2 million during the nine months ended August 31, 2024, deferred income tax recovery of $9.2 million, compared to a deferred income tax expense of $0.3 million during the nine months ended August 31, 2024, recovery on the receipt of mineral property option payments of $nil, compared to $3.2 million in the nine months ended August 31, 2024, share of loss on investment in joint venture of $0.1 million, compared to $0.1 million during the nine months ended August 31, 2024, a gain on share sales of investment in associate of $0.1 million, compared to $nil during the nine months ended August 31, 2024, and a gain on remeasurement of investment in NevGold of $0.3 million, compared to $nil during the nine months ended August 31, 2025.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Non-cash working capital changes include a decrease in other assets of $0.0 million compared to a decrease of $0.1 million during the nine months ended August 31, 2024, an increase of prepaid expenses and deposits of $0.5 million, compared to $0.9 million during the nine months ended August 31, 2024, a decrease of accounts payable and accrued liabilities of $0.1 million compared to $0.6 million during the nine months ended August 31, 2024, a decrease in income taxes payable of $0.9 million compared to an increase of $1.8 million during the nine months ended August 31, 2024, and a decrease in due to related parties of $0.3 million compared to a decrease of $0.2 million during the nine months ended August 31, 2024. The increase in income taxes payable during the nine months ended August 31, 2024 was primarily attributed to the sale of the Almaden Project.

Investing Activities

Net cash generated from investing activities during the nine months ended August 31, 2025 was $2.0 million, compared to net cash used in investing activities of $1.0 million during the nine months ended August 31, 2024. Net cash generated from investing activities during the nine months ended August 31, 2025 was primarily the result of the sale of NevGold Shares for net proceeds of $2.0 million. Net cash used in investing activities during the nine months ended August 31, 2025 was primarily related to investment in joint venture of $0.1 million. Net cash used in investing activities during the nine months ended August 31, 2024 was related to investment in joint venture of $0.2 million, purchase of securities in the amount of $0.2 million, a mineral property option payment of $0.3 million for the La Garrucha concession, purchase of equipment in the amount of $0.2 million, and $0.1 million for the partial buyback of a royalty on the Crucero Project.

Financing Activities

Net cash provided by financing activities during the nine months ended August 31, 2025, was $8.9 million, compared to $8.1 million during the nine months ended August 31, 2024. Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the nine months ended August 31, 2025 in the amount of $5.0 million, compared to $8.1 million during the nine months ended August 31, 2024, net proceeds received from U.S. GoldMining's ATM Program of $3.5 million, compared to $nil during the nine months ended August 31, 2024, and proceeds from flow-through share issuance in the amount of $0.5 million, compared to $nil during the nine months ended August 31, 2024.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future affect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

During the three and nine months ended August 31, 2025, the Company incurred related party transactions of $0.0 million and $0.0 million, respectively, compared to $0.1 million and $0.4 million, respectively, for the three and nine months ended August 31, 2024 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 one of the Company's Co-Chairmen. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2025, the Company did not enter into any contracts or undertake any commitments or obligations with any related parties other than as disclosed herein.

Transactions with Key Management Personnel

	For the three months ended		For the Nine months ended
	August 31,	August 31,	August 31,	August 31,
	2025	2024	2025	2024
(in thousands of dollars)	()	()	()	()
Management fees
Director and officer fees
Share-based compensation
Total

All values are in US Dollars.

As at August 31, 2025, $0.0 million was payable to key management personnel for services provided to the Company (November 30, 2024: $0.3 million). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer (the "CEO") and the Chief Financial Officer ("CFO").

Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS accounting standards 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.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date. As at August 31, 2025, the Company has concluded no impairment indicators exist for any of its exploration and evaluation assets.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Changes in, and Initial Adoption of, Accounting Policies

The Company adopted the following amendments to IFRS Accounting Standards, which were effective for the accounting period beginning on or after December 1, 2024:

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Financial Instruments and Risk Management

●	Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
●	Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.
---	---
●	Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
---	---

Financial Risk Management Objectives and Policies

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,
	2025	2024
(in thousands of dollars)	()	()
Assets
United States Dollar
Brazilian Real
Colombian Peso
Total

All values are in US Dollars.

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.1 million.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2025, would have an impact, net of tax, of approximately $9.3 million on other comprehensive income for the nine months ended August 31, 2025. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at August 31, 2025, would have an impact of $0.4 million on net loss for the nine months ended August 31, 2025.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Interest Rate Risk

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances. The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. Substantially all of our cash and cash equivalents held with financial institutions exceeds government-insured limits. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors the financial institutions where its deposits are held.

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, 2025, the Company has working capital (current assets less current liabilities) of $6.0 million. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $3.6 million and other assets of $2.3 million are not available for use by GoldMining or its subsidiaries.

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue GoldMining Shares for cash, and ownership of liquid assets at its disposal.

As of August 31, 2025, the Company owns securities in the following publicly listed companies:

Equity Holdings	Exchange	Number of Securities	Market Value^(1)^
U.S. GoldMining	NASDAQ	9,878,261 shares<br><br> <br>122,490 warrants	$125.7 million (US$91.5 million)^(2)^
Gold Royalty Corp.	NYSE American	21,533,125 shares	$107.1 million (US$77.9 million)
NevGold	TSX-V	19,073,350 shares	$5.8 million^(3)^
Australian Mines Limited	ASX	84,429,563 shares	$0.6 million (AUD$0.7 million)^(4)^
(1)	Market values based upon the closing price of the applicable securities as of August 31, 2025.
---	---
(2)	Includes fair value of^^warrants held by the Company
---	---
(3)	Subject to certain selling restrictions as disclosed under other investments.
---	---
(4)	Subject to a six month hold period expiring on February 28, 2026.
---	---

GoldMining believes that, taking into account its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC, NevGold, and AUZ shares, and access to its ATM Program, it will be able to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments (the "Equity investments"). The Company does not actively trade its Equity investments. The share prices of Equity investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity investments held as at August 31, 2025, a 10% change in the share prices of its Equity investments would have an impact, net of tax, of approximately $9.8 million on other comprehensive income for the nine months ended August 31, 2025.

Outstanding Share Data

As of the date hereof, the Company has 207,201,519 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

Share Options

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

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

Expiry Date	Exercise/Grant Price<br> ()	Number Outstanding
November 19, 2025			1,475,000
August 25, 2026			100,000
November 11, 2026			2,443,750
November 24, 2026			140,000
December 7, 2026			25,000
January 17, 2027			18,945
January 18, 2027			50,000
April 7, 2027			100,000
June 20, 2027			25,000
July 15, 2027			75,000
November 24, 2027			4,018,000
May 8, 2028			50,000
May 24, 2028			75,000
November 4, 2028			3,105,000
December 1, 2028			240,000
January 16, 2029			50,000
March 13, 2029			33,234
November 27, 2029			2,342,500
March 14, 2030			250,000
			14,616,429

All values are in US Dollars.

Restricted Share Rights

As of the date of this MD&A, 476,775 restricted share rights to acquire 476,775 GoldMining Shares are outstanding (306,250 of which vested during the nine months ended August 31, 2025, and have yet to be issued).

Disclosure Controls and Procedures

The CEO and the CFO of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP"). The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

GoldMining Inc.<br><br> <br>Management's Discussion and Analysis<br><br> <br>For the three and nine months ended August 31, 2025

In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The CEO and CFO have evaluated whether there were changes to the DCP during the three and nine months ended August 31, 2025 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS accounting standards. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS accounting standards, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.

The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.

The CEO and CFO have evaluated whether there were changes to the ICFR during the three and nine months ended August 31, 2025 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Risk Factors

A discussion of risk factors is included in the AIF and other filings with the Canadian Regulatory Authorities available on SEDAR+ at www.sedarplus.ca.

Additional Information

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