GoldMining Announces Renewed At-the-Market Equity Program

Rhea-AI Summary

GoldMining (NYSE American: GLDG) renewed an at-the-market equity program (ATM) on Dec 8, 2025 to distribute up to US$50 million (or CAD equivalent) of common shares from time to time through a syndicate led by BMO Capital Markets.

Offered Shares will be sold at prevailing market prices under an equity distribution agreement that expires on the earlier of reaching US$50 million in gross proceeds or Dec 8, 2026. Net proceeds are intended for exploration, property maintenance, potential acquisitions and working capital. The ATM replaces the program that began in Dec 2024 and expires Dec 24, 2025.

Positive

• US$50 million ATM capacity available through Dec 8, 2026
• Syndicate led by BMO Capital Markets enhances distribution capability
• Proceeds designated for exploration and property maintenance

Negative

• Potential share dilution if Offered Shares are issued under the ATM
• No minimum sales obligation; funding not guaranteed under the ATM

Key Figures

ATM size US$50 million Maximum common shares distribution under renewed ATM program

ATM termination date December 8, 2026 Outside termination date for Distribution Agreement

Prior ATM size US$50 million ATM renewed in December 2024 per historical tag context

F-10 capacity $100,000,000 Total securities under Form F-10 base prospectus

F-10 period 25 months Period over which $100,000,000 of securities may be offered

Shares outstanding 208,520,001 Common shares as of Form F-10 prospectus date

Current price $1.33 Price before news, up 3.55% on the day

Market cap $304,439,201 Equity value before renewed ATM announcement

Market Reality Check

$1.33 Last Close

Volume Volume 4,140,239 is 1.79x the 20-day average of 2,313,045 ahead of the ATM renewal. high

Technical Shares at $1.33 are trading above the 200-day MA of $0.98, about 25.9% below the 52-week high.

Peers on Argus 1 Up

GLDG gained 3.55% while key gold peers like HYMC (-6.62%) and VGZ (-6.19%) fell, pointing to a stock-specific reaction rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 30	Conference participation	Positive	+4.5%	Participation in Red Cloud's 2025 Fall Mining Showcase with management presentation.
Oct 20	Drill results	Positive	+9.2%	Initial 2025 RC drilling results and new mineralized targets at São Jorge.
Aug 27	Stake reduction	Neutral	-0.1%	Disposition of 3.5M NevGold shares and updated ownership disclosure.
Aug 25	Stake reduction	Negative	+6.2%	Earlier 1.5M-share NevGold disposal reducing ownership percentage.
Aug 20	Resource/drill update	Positive	+1.9%	Significant gold-antimony drill results and resource details at Crucero, Peru.

Pattern Detected

Recent operational updates and conference participation generally saw positive, aligned price reactions, while a prior divestment-related early warning showed a divergent positive move.

Recent Company History

Over the last six months, GoldMining released several project and corporate updates. Drill and resource results at Crucero and São Jorge in August–October 2025 delivered positive intercepts and resource figures, with shares typically rising 1.9–9.2% afterward. Two early warning reports in August 2025 reflected stepwise reductions in a NevGold stake, with mixed price responses. A conference appearance in October 2025 also coincided with a modest gain. Against this backdrop, the renewed ATM program represents another capital-raising tool layered onto an exploration-focused story.

Market Pulse Summary

This announcement renews an at-the-market equity program allowing sales of up to US$50M in common shares, supported by a broader $100,000,000 Form F‑10 base prospectus. Proceeds are earmarked for exploration, development, property maintenance, acquisitions and working capital. Historically, GLDG’s project and drill updates produced mostly positive price reactions, while a prior ATM renewal saw pressure. Investors may watch how actively the program is used relative to its December 8, 2026 end date and ongoing project milestones.

Key Terms

at-the-market equity program financial

"announces it has renewed its at-the-market equity program (the "ATM Program")"

An at-the-market equity program lets a company sell newly issued shares directly into the open market at the current trading price through a broker, rather than in a single, prearranged block. It provides flexible, on-demand access to cash—like drawing small amounts from a credit line—but increases the number of shares outstanding, which can reduce existing shareholders’ ownership percentage and put downward pressure on the stock price, so investors monitor program size and pacing.

atm program financial

"under the ATM Program, if any, will be sold at the prevailing market price"

An ATM program is a plan or arrangement that allows a company to sell its shares directly to investors over time, often through automated systems like online platforms. It provides a flexible way for companies to raise money gradually without needing a full public offering each time. For investors, it can offer easier access to buying or selling shares and can help companies manage their fundraising more efficiently.

equity distribution agreement financial

"pursuant to the terms of an equity distribution agreement dated December 8, 2025"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

short form base shelf prospectus regulatory

"prospectus supplement to the Company's short form base shelf prospectus dated December 5, 2025"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

registration statement on form f-10 regulatory

"and U.S. registration statement on Form F-10 filed November 25, 2025"

A registration statement on Form F-10 is a standardized filing used to register and offer securities to investors in Canada, combining the required prospectus disclosure with ongoing public reporting information from eligible issuers. It matters to investors because it provides a single, organized source of verified financial and business details they need to judge the risks and value of an offering—similar to a product label that lists ingredients and warnings before purchase—and signals the company can legally sell shares in that market.

prospectus supplement regulatory

"The prospectus supplement relating to the ATM Program will be filed shortly"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

VANCOUVER, BC, Dec. 8, 2025 /PRNewswire/ - GoldMining Inc. (the "Company" or "GoldMining") (TSX: GOLD) (NYSE American: GLDG) announces it has renewed its at-the-market equity program (the "ATM Program") that allows the Company to distribute up to US$50 million (or the equivalent in Canadian dollars) of common shares of the Company (the "Offered Shares") to the public from time to time, through the Agents (as defined below), at the Company's discretion. The Offered Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale.

Sales of Offered Shares through the ATM Program will be made pursuant to the terms of an equity distribution agreement dated December 8, 2025 (the "Distribution Agreement") with a syndicate of agents led by BMO Capital Markets, and including National Bank Financial, Canaccord Genuity, H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC, and Ventum Financial (collectively, the "Agents").  

The Company intends to use the net proceeds of any such sales under the ATM Program to fund the exploration and development of its mineral properties, including to complete minimum work programs, property payments and other expenditures to maintain the Company's property rights, to fund future acquisitions as may be determined by the Company, and for working capital.

Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions on the Toronto Stock Exchange, NYSE American or any other trading market for the Offered Shares in Canada or the United States. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 8, 2026.

The ATM Program will become effective upon the filing of a prospectus supplement to the Company's short form base shelf prospectus dated December 5, 2025, and U.S. registration statement on Form F-10 filed November 25, 2025. The prospectus supplement relating to the ATM Program will be filed shortly with the securities commissions in each of the provinces and territories of Canada and with the United States Securities and Exchange Commission. Copies of the prospectus supplement, the Distribution Agreement and other relevant documents will be available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Alternatively, the lead agent will send copies of such documents to investors upon request.

The renewed ATM Program replaces the Company's at-the-market equity program that commenced in December 2024 and expires on December 24, 2025.

In Canada:

BMO Nesbitt Burns Inc.
Brampton Distribution Centre C/O
Attention: The Data Group of Companies
9195 Torbram Road
Brampton, Ontario L6S 6H2
Email: torbramwarehouse@datagroup.ca
Telephone: (905) 791-3151, ext. 4312

In the United States:

BMO Capital Markets Corp.
Attention: Equity Syndicate Department
151 W 42nd Street, 32nd Floor
New York, New York 10036
Email: bmoprospectus@bmo.com

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on acquiring and developing gold assets in the Americas. Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, the U.S.A., Brazil, Colombia and Peru. The Company also owns approximately 21.5 million shares of Gold Royalty Corp. (NYSE American: GROY), 9.9 million shares of U.S. GoldMining Inc. (Nasdaq: USGO) and 19.1 million shares of NevGold Corp. (TSXV: NAU). See www.goldmining.com for additional information.

Forward-looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations, including those regarding the intended use of proceeds raised from the ATM Program and the future issuance of Offered Shares thereunder. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which GoldMining operates. Forward-looking information includes statements that address or discuss activities, events or developments that the Company expects or anticipates may occur in the future. When used in this news release, words such as "estimates", "expects", "plans", "anticipates", "will", "believes", "intends" "should", "could", "may" and other similar terminology are intended to identify such forward-looking information. These statements involve significant uncertainties, known and unknown risks, uncertainties and other factors and, therefore, actual results, performance or achievements of the Company and its industry may be materially different from those implied by such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: risks that the conditions to effectiveness of the ATM Program may not be satisfied; the Company may not sell any of the Offered Shares or may raise less than the maximum offering amount under the ATM Program; management has broad discretion in the use of proceeds from the ATM Program; delays to project plans caused by governmental restrictions and other future impacts or any other inability of the Company to meet expected timelines for planned project activities, including the timing of proposed project studies and programs; the inherent risks involved in the exploration and development of mineral properties; fluctuating metal prices; proposed studies may not confirm GoldMining's expectations for its projects; unanticipated costs and expenses; risks related to government and environmental regulation; social, permitting and licensing matters; and uncertainties relating to the availability and costs of financing needed in the future. These risks, as well as others, including those set forth in GoldMiningꞌs Annual Information Form for the year ended November 30, 2024, and other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

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SOURCE GoldMining Inc.