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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.
GoldMining Inc. has filed a short form base shelf prospectus and Form F-10, allowing it to offer up to $100,000,000 in aggregate of common shares, preferred shares, warrants, subscription receipts, debt securities and units over a 25‑month period. These securities may be sold separately or together, for cash or as consideration in acquisitions, with final terms set in future prospectus supplements.
The company is a mineral exploration issuer focused on gold and gold‑copper projects in the Americas and, as of the date of the prospectus, has 209,778,983 common shares outstanding. Its shares trade on the TSX under "GOLD" and on the NYSE American under "GLDG". GoldMining has no operating income or cash flow from its properties and funds activities primarily through equity financings, including at‑the‑market programs that have raised aggregate net proceeds of approximately $34.6 million (US$25.0 million).
The prospectus states that investing in these securities involves a high degree of risk and notes that net proceeds from any future offerings may be used to fund exploration and development of mineral properties, potential acquisitions, working capital and to support negative operating cash flow.
GoldMining Inc. has filed a Form F-10 base shelf prospectus allowing it to offer up to $100,000,000 of securities over a 25‑month period. The company may issue common shares, preferred shares, warrants, subscription receipts, debt securities and units in one or more offerings, with final terms detailed in separate prospectus supplements.
The securities can be sold in Canada and the United States under the multi‑jurisdictional disclosure system, using various methods including underwritten offerings, direct sales, agents and potential at‑the‑market distributions. GoldMining, an exploration‑stage company with no operating income, expects to use proceeds to fund exploration and development of its mineral properties, potential acquisitions, working capital and general corporate purposes.
As of the date of the prospectus, GoldMining reports 208,520,001 common shares outstanding and continues to focus on its La Mina, Titiribi, São Jorge and Whistler gold‑copper projects in the Americas.