GoldMining Inc. (GLDG) files 6-K with equity distribution agreement and consents

Rhea-AI Filing Summary

GoldMining Inc. filed a Form 6-K as a foreign private issuer for December 2025. The filing mainly serves to furnish several exhibits and incorporate them by reference into the company’s Form F-10 registration statement (File No. 333-291776), as amended and supplemented.

The exhibits include an Equity Distribution Agreement dated December 8, 2025, a Material Change Report of the same date, and three legal consent letters from Sangra Moller LLP, Haynes and Boone, LLP, and Borden Ladner Gervais LLP. The report is signed on behalf of GoldMining Inc. by Chief Financial Officer Pat Obara.

Form 6-K: How Foreign Companies Report to the SEC →

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant's name into English)

Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F ☒ Form 40-F

EXHIBIT INDEX

EXHIBITS 99.1 THROUGH 99.5, INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-291776), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Number	Description
99.1	Equity Distribution Agreement dated December 8, 2025
99.2	Consent of Sangra Moller LLP
99.3	Material Change Report dated December 8, 2025
99.4	Consent of Haynes and Boone, LLP
99.5	Consent of Borden Ladner Gervais LLP

SIGNATURES

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

GOLDMINING INC.

By:	/s/ Pat Obara
	Pat Obara
	Chief Financial Officer

Date: December 8, 2024

FAQ

What does GoldMining Inc. (GLDG) report in this December 2025 Form 6-K?

GoldMining Inc. reports the filing of a Form 6-K as a foreign private issuer for December 2025, mainly to furnish exhibits and incorporate them into its Form F-10 registration statement, maintaining updated disclosure for its Canadian and U.S. securities law framework.

What key agreement is included in GoldMining Inc.’s (GLDG) 6-K exhibits?

The 6-K includes an Equity Distribution Agreement dated December 8, 2025 as Exhibit 99.1. This agreement relates to the company’s equity distribution arrangements and is incorporated by reference into its Form F-10 registration statement for ongoing securities-related purposes.

Which legal consents accompany GoldMining Inc.’s (GLDG) 6-K filing?

The filing includes three legal consents: from Sangra Moller LLP (Exhibit 99.2), Haynes and Boone, LLP (Exhibit 99.4), and Borden Ladner Gervais LLP (Exhibit 99.5). These consents support the incorporation of the exhibits into GoldMining Inc.’s Form F-10 registration statement.

How is GoldMining Inc.’s Form F-10 affected by this 6-K filing?

Exhibits 99.1 through 99.5 are expressly incorporated by reference into GoldMining Inc.’s Form F-10 registration statement (File No. 333-291776). This means the Equity Distribution Agreement, Material Change Report, and legal consents become part of that registration statement unless later superseded.

Who signed the GoldMining Inc. (GLDG) December 2025 Form 6-K?

The Form 6-K is signed on behalf of GoldMining Inc. by Pat Obara, its Chief Financial Officer. The signature block confirms that the registrant caused the report to be signed by a duly authorized officer on the stated submission date.

What additional disclosure is referenced in GoldMining Inc.’s 6-K exhibit list?

Alongside the Equity Distribution Agreement and legal consents, the exhibit list includes a Material Change Report dated December 8, 2025 as Exhibit 99.3. This report is also incorporated by reference into the company’s Form F-10 registration statement for regulatory disclosure purposes.