GoldMining (NASDAQ: USGO) highlights 2025 loss, big investment gains

Q: How did GoldMining Inc. perform financially for the year ended November 30, 2025?

GoldMining reported a net loss of $15.33 million for 2025 but total comprehensive income of $76.17 million . The swing to positive comprehensive income was mainly due to $104.29 million of unrealized gains on long‑term investments recorded in other comprehensive income.

Q: What is GoldMining Inc.’s balance sheet position as of November 30, 2025?

As of November 30, 2025, GoldMining held total assets of $237.96 million and total equity of $229.60 million . Cash and cash equivalents were $24.94 million , supported by substantial long‑term investments valued at $148.30 million and exploration and evaluation assets of $58.00 million .

Q: What key financial figures were reported for U.S. GoldMining within the consolidated statements?

U.S. GoldMining reported total assets of $11.87 million , including cash and cash equivalents of $10.19 million and exploration and evaluation assets of $79 thousand . Total liabilities were $1.28 million , consisting mainly of accounts payable, rehabilitation provisions, withholding taxes payable, and lease liabilities.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. furnished its parent company GoldMining Inc.’s audited financial statements for the years ended November 30, 2025 and 2024 and related MD&A, which include unaudited financial information for U.S. GoldMining. The company stresses this data is preliminary, limited in scope and not prepared as a basis for investment decisions.

GoldMining reported total assets of $237.96 million and equity of $229.60 million as of November 30, 2025, with cash and cash equivalents of $24.94 million. For 2025 it recorded a net loss of $15.33 million but total comprehensive income of $76.17 million, largely driven by $104.29 million in unrealized gains on long‑term investments.

Within the group, U.S. GoldMining held $11.87 million in assets, including $10.19 million of cash and cash equivalents and $79 thousand of exploration and evaluation assets, against $1.28 million in liabilities. In 2025 U.S. GoldMining raised $13.12 million in gross proceeds through its own at‑the‑market share program, helping fund Whistler Project exploration and ongoing corporate activity.

02/27/2026 - 05:03 PM

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): February 27, 2026

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 File Number)		(IRS Employer 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 February 27, 2026, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed on a Report of Foreign Private Issuer on Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”) its audited financial statements for the years ended November 30, 2025, and 2024 (the “Financial Statements”) and management’s discussion and analysis for the year ended November 30, 2025 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the twelve months ended November 30, 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 Exhibits 99.1 and 99.2, 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. 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 year ended financial close processes for the fiscal year ended December 31, 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 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		Consolidated audited financial statements of GoldMining Inc. for the years ended November 30, 2025, and 2024.
99.2		Management’s discussion and analysis of GoldMining Inc. for the year ended November 30, 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: February 27, 2026	U.S. GOLDMINING INC.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

Exhibit 99.1

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

NOVEMBER 30, 2025 AND 2024

(Expressed in thousands of Canadian Dollars unless otherwise stated)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of GoldMining Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of GoldMining Inc. and its subsidiaries (the Company) as of November 30, 2025 and 2024, and the related consolidated statements of comprehensive income (loss), of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

February 27, 2026

We have served as the Company’s auditor since 2019.

PricewaterhouseCoopers LLP

PwC Place, 250 Howe Street, Suite 1400

Vancouver, British Columbia, Canada V6C 3S7

T.: +1 604 806 7000, F.: +1 604 806 7806

Fax to mail: ca_vancouver_main_fax@pwc.com

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

GoldMining Inc.

Consolidated Statements of Financial Position

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

		As at November 30,			As at November 30,
	Notes	2025			2024
		($)			($)
Assets
Current assets
Cash and cash equivalents	4		24,937			11,880
Restricted cash	4		60			122
Income taxes receivable			158			-
Prepaid expenses and deposits			555			893
Short-term investments	5		1,383			18
Other assets			491			403
			27,584			13,316
Non-current assets
Reclamation deposits			494			494
Exploration and evaluation assets	6		57,998			56,547
Land, property and equipment	7		2,953			3,300
Investment in associate	8		-			7,230
Investment in joint venture			629			1,168
Long-term investments	9		148,303			38,906
			237,961			120,961

Liabilities
Current liabilities
Accounts payable and accrued liabilities			2,171			1,602
Due to joint venture			29			26
Due to related parties	16		268			274
Lease liabilities			100			88
Income taxes payable			89			1,992
Withholding taxes payable			253			253
			2,910			4,235
Non-current liabilities
Lease liabilities			199			299
Rehabilitation provisions	10		1,327			1,020
Deferred tax liability	15		3,926			246
			8,362			5,800

Equity
Issued capital	11		214,387			190,785
Reserves	11		14,786			14,050
Share issuance obligation			498			91
Accumulated deficit			(7,703	)		(4,436	)
Accumulated other comprehensive income (loss)			4,825			(86,731	)
Total equity attributable to shareholders of the Company			226,793			113,759
Non-controlling interests	12		2,806			1,402
			229,599			115,161
			237,961			120,961

Commitments (Note 18)

Subsequent events (Note 19)

Approved and authorized for issue by the Board of Directors on February 27, 2026.

/s/ "David Kong"

/s/ "Pat Obara"

David Kong

Director

Pat Obara

Chief Financial Officer

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

GoldMining Inc.

Consolidated Statements of Comprehensive Income (Loss)

For the years ended November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

		For the year
		ended November 30,
	Notes	2025			2024
		($)			($)
Operating expenses (income)
Consulting fees			549			416
Depreciation	7		346			331
Directors' fees, employee salaries and benefits	16		2,777			2,397
Exploration expenses	6		8,634			10,462
General and administrative			7,910			8,315
Professional fees			2,705			2,015
Share-based compensation	11,12		2,966			2,298
Share of loss in associate	8		346			1,458
Share of loss on investment in joint venture			51			70
Impairment of exploration and evaluation assets			-			74
Recovery on the receipt of mineral property option payments	6		-			(2,260	)
			26,284			25,576
Operating loss			(26,284	)		(25,576	)

Other items
Interest income			314			710
Flow-through recovery	11		101			-
Other expenses			(84	)		(90	)
Gain on share sales of investment in associate			149			-
Gain on remeasurement of investment in NevGold	8		337			-
Net foreign exchange gain (loss)			52			(291	)
Net loss for the year before taxes			(25,415	)		(25,247	)
Current income tax recovery (expense)	15		239			(1,932	)
Deferred income tax recovery (expense)	15		9,844			(168	)
Net loss for the year			(15,332	)		(27,347	)

Attributable to:
Shareholders of the Company			(13,478	)		(25,289	)
Non-controlling interests			(1,854	)		(2,058	)
Net loss for the year			(15,332	)		(27,347	)

Other comprehensive income (loss)
Items that will not be subsequently reclassified to net income or loss:
Unrealized gain on short-term investments	5		758			8
Unrealized gain (loss) on long-term investments	9		104,290			(6,336	)
Deferred tax recovery (expense) on investments	15		(14,435	)		838
Items that may be reclassified subsequently to net income or loss:
Foreign currency adjustment reclassified to net loss			(134	)		-
Foreign currency translation adjustments			1,020			(176	)
Total comprehensive income (loss) for the year			76,167			(33,013	)

Attributable to:
Shareholders of the Company			78,025			(31,010	)
Non-controlling interests	12		(1,858	)		(2,003	)
Total comprehensive income (loss) for the year			76,167			(33,013	)

Net loss per share, basic and diluted			(0.07	)		(0.13	)

Weighted average number of shares outstanding, basic and diluted			199,055,992			187,833,126

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

GoldMining Inc.

Consolidated Statements of Changes in Equity

For the years ended November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars, except share and per share amounts)

															Accumulated			Attributable
												Retained			Other			to Shareholders			Non-
		Number of		Issued						Share Issuance		Earnings			Comprehensive			of the			Controlling
	Notes	Shares		Capital			Reserves			Obligation		(Deficit)			Income (Loss)			Company			Interests			Total
				($)			($)			($)		($)			($)			($)			($)			($)
Balance at November 30, 2023			183,258,060		176,584			13,493			-		20,176			(81,010	)		129,243			3,170			132,413
Options exercised	11		271,189		1,001			(967	)		-		-			-			34			-			34
Restricted share rights vested	11		338,288		414			(505	)		91		-			-			-			-			-
US GoldMining
Restricted share rights vested			-		-			-			-		(43	)		-			(43	)		43			-
Warrants exercised			-		-			-			-		5			-			5			1			6
At-the-Market offering:
Common shares issued for cash			-		-			-			-		511			-			511			145			656
Agents' fees and issuance costs			-		-			-			-		(15	)		-			(15	)		(4	)		(19	)
At-the-Market offering:
Common shares issued for cash	11		10,873,320		13,114			-			-		-			-			13,114			-			13,114
Agents' fees and issuance costs			-		(328	)		-			-		-			-			(328	)		-			(328	)
Share-based compensation	11		-		-			2,029			-		219			-			2,248			50			2,298
Other comprehensive income (loss)			-		-			-			-		-			(5,721	)		(5,721	)		55			(5,666	)
Net loss for the year			-		-			-			-		(25,289	)		-			(25,289	)		(2,058	)		(27,347	)
Balance at November 30, 2024			194,740,857		190,785			14,050			91		(4,436	)		(86,731	)		113,759			1,402			115,161
Options exercised	11		656,751		956			(512	)		-		-			-			444			-			444
Restricted share rights vested	11		444,444		555			(962	)		407		-			-			-			-			-
US GoldMining
Options exercised			-		-			-			-		(3	)		-			(3	)		3			-
Restricted share rights vested			-		-			-			-		(3	)		-			(3	)		3			-
At-the-Market offering:
Common shares issued for cash	12		-		-			-			-		9,935			-			9,935			3,186			13,121
Agents' fees and issuance costs	12		-		-			-			-		(270	)		-			(270	)		(81	)		(351	)
At-the-Market offering:
Common shares issued for cash	11		13,033,493		21,319			-			-		-			-			21,319			-			21,319
Agents' fees and issuance costs	11		-		(533	)		-			-		-			-			(533	)		-			(533	)
Common shares issued in flow-through share financing	11		373,135		399			-			-		-			-			399			-			399
Share-based compensation	11,12		-		-			2,210			-		605			-			2,815			151			2,966
Deferred tax benefits of share issuance costs			-		906			-			-		-			-			906			-			906
Transfer of OCI to accumulated- deficit upon disposal of investment			-		-			-			-		(53	)		53			-			-			-
Other comprehensive income (loss)			-		-			-			-		-			91,503			91,503			(4	)		91,499
Net loss for the year			-		-			-			-		(13,478	)		-			(13,478	)		(1,854	)		(15,332	)
Balance at November 30, 2025			209,248,680		214,387			14,786			498		(7,703	)		4,825			226,793			2,806			229,599

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

GoldMining Inc.

Consolidated Statements of Cash Flows

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

	For the year ended
	November 30,
	2025			2024
	($)			($)
Operating activities
Net loss for the year		(15,332	)		(27,347	)
Adjustments for items not involving cash:
Depreciation		346			331
Share-based compensation		2,966			2,298
Share of loss in associate		346			1,458
Gain on share sales of investment in associate		(149	)		-
Gain on remeasurement of investment in NevGold		(337	)		-
Flow-through recovery		(101	)		-
Deferred income tax expense (recovery)		(9,844	)		168
Impairment of exploration and evaluation assets		-			74
Recovery on the receipt of mineral property option payments		-			(2,260	)
Others		117			172
Net changes in non-cash working capital items:
Other assets		(88	)		228
Incomes taxes receivable		(158	)		-
Prepaid expenses and deposits		338			486
Accounts payable and accrued liabilities		587			(156	)
Incomes taxes payable		(1,903	)		1,985
Due to related parties		(6	)		35
Cash used in operating activities		(23,218	)		(22,528	)

Investing activities
Investment in exploration and evaluation assets		-			(306	)
Net proceeds from share sales of investment in associate		1,180			-
Net proceeds from share sales of long-term investment		858			-
Purchase of securities		-			(190	)
Proceeds recceived from earn-in agreement		55			-
Investment in joint venture		(57	)		(206	)
Purchase of equipment		-			(243	)
Royalty buy-down		-			(99	)
Cash generated from (used in) investing activities		2,036			(1,044	)

Financing activities
Net proceeds from At-the-Market offering, net of issuance costs		20,786			12,786
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		12,770			637
Proceeds from US GoldMining warrant exercises, net of issuance costs		-			5
Proceeds from flow-through share issuance		500			-
Proceeds from common shares issued upon exercise of options		444			34
Payment of lease liabilities		(119	)		(110	)
Cash generated from financing activities		34,381			13,352

Effect of exchange rate changes on cash		(204	)		515

Net increase (decrease) in cash and cash equivalents and restricted cash		12,995			(9,705	)
Cash and cash equivalents and restricted cash
Beginning of year		12,002			21,707
End of year		24,997			12,002


Supplemental cash flow disclosure:
Cash paid for income taxes		(1,876	)		(5	)

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

GoldMining Inc.

Consolidated Statements of Comprehensive Income (Loss)

As at November 30, 2025 and 2024

(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 12.1). 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

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS accounting standards"). They were authorized for issue by the Company's Board of Directors on February 27, 2026.

2.2

Basis of presentation

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.

2.3

Basis of consolidation

The consolidated financial statements include the financial statements of GoldMining Inc. and the entities it controls. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of comprehensive income (loss) from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where the Company's interest in a subsidiary is less than 100%, the Company recognizes non-controlling interests ("NCI").

All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Subsidiaries

The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. At November 30, 2025, the Company's principal operating subsidiaries are as follows:

Subsidiary	Place of Incorporation	Ownership Percentage (%)
1818403 Alberta Ltd.	Alberta, Canada	100
507140 N.W.T. Ltd.	Northwest Territories, Canada	100
Bellhaven Exploraciones Inc. Sucursal Colombia	Colombia	100
Blue Rock Mining S.A.C.	Peru	100
Brasil Desenvolvimentos Minerais Ltda.	Brazil	100
Brazilian Resources Mineração Ltda.	Brazil	100
BRI Mineração Ltda.	Brazil	100
GoldMining Exploraciones S.A.S.	Colombia	100
Mineração Regent Brasil Ltda.	Brazil	100
Sunward Resources Sucursal Colombia	Colombia	100
U.S. GoldMining Inc.	United States	74
US GoldMining Canada Inc.	British Columbia, Canada	74

Non-controlling interests

Non-controlling interest in any less than wholly owned subsidiary is classified as a separate component of equity. On initial recognition, non-controlling interest is measured at the fair value of the non-controlling party's contribution into the related subsidiary. Subsequent to the original transaction date, adjustments are made to the carrying amount of non-controlling interest for the non-controlling interest's share of changes to the subsidiary's equity.

Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interest is adjusted to reflect the change in the non-controlling interest's relative interest in the subsidiary, and the difference between the adjustment to the carrying amount of non-controlling interests and the Company's share of proceeds received and/or consideration paid is recognized directly in equity and attributed to shareholders of the Company.

3.	Material Accounting Policies

Foreign currencies

The reporting currency of the Company and its subsidiaries is the Canadian dollar ("$" or "dollars"). The functional currency of the Company and its subsidiaries in Canada is the Canadian dollar and the functional currency of its subsidiaries in Brazil is the Brazilian Real ("R$") and its subsidiaries in the United States, Colombia and Peru is the United States dollar ("US$"). Foreign operations are translated into Canadian dollars using period end exchange rates as to assets and liabilities and average exchange rates as to income and expenses. All resulting exchange differences are recognized in other comprehensive income (loss).

Investment in joint venture

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The Company's investment in its joint venture is accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Company's share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is not tested for impairment individually.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

The consolidated statements of comprehensive income (loss) reflects the Company's share of the results of operations of the joint venture. Any change in other comprehensive income (loss) of those investees is presented as part of the Company's other comprehensive income (loss). In addition, when there has been a change recognised directly in the equity of the joint venture, the Company recognises its share of any changes, when applicable, in the consolidated statements of changes in equity. Unrealized gains and losses resulting from transactions between the Company and the joint venture are eliminated to the extent of the interest in the joint venture.

The financial statements of the joint venture are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line with those of the Company.

Investments in associates

Investments over which the Company exercises significant influence but which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale.

The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Company's proportionate share of the profit (loss), other comprehensive income (loss) and any other changes in the associate's or joint venture's net assets, such as further investment. Adjustments are made to align any inconsistencies between the Company's accounting policies and its associate's policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate. The equity method requires shares of losses to be recognized only until the carrying amount of an interest in an associate is nil. Any further losses are not recognized unless the entity has a legal or constructive obligation in respect of the liabilities associated with those losses. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group's interest in these entities. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred.

At each statement of financial position date, the Company considers whether there is objective evidence of impairment of its investments in associates. Objective evidence includes observable data indicating there is a measurable decrease in the estimated future cash flows of the investee's operations. A significant or prolonged decline in the fair value of an equity investment below its cost is also objective evidence of impairment. If there is such evidence, the Company determines the amount of impairment to record, if any, in relation to the associate.

Where the Company loses control of an entity and it is reclassified as an associate the Company will remeasure the value of its retained investment at fair market value. A gain or loss will be recognized for the difference between the net amount of the change in interest and the fair value of a retained interest or any consideration received or paid. As of the date of loss of control, the Company will cease to consolidate the results of the entity and report its results as an associate using the equity method of accounting.

Mineral exploration, evaluation and development expenditures

All direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. The Company assesses the carrying costs for impairment when indicators of impairment exist. All other exploration and evaluation expenditures are charged to operations until such time as it has been determined that a property has economically recoverable reserves, in which case subsequent exploration and evaluation costs and the costs incurred to develop a property are capitalized into mineral properties. On the commencement of production, depletion of each mineral property will be provided on a units-of-production basis using estimated reserves as the depletion base.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Mineral property option agreements

When the Company acts as the farmee in a farm-in mineral property option agreement, the direct costs related to the acquisition of exploration rights are capitalized to exploration and evaluation assets. All exploration and evaluation expenditures incurred by the Company in fulfilling the terms of the agreement are expensed as incurred, until such time as the option is exercised or lapses.

When the Company acts as the farmor in an agreement, it does not record any expenditures made by the farmee. It does not recognize any gain or loss on its exploration and evaluation farm out mineral property option agreements, and instead records any proceeds received as a credit to the amounts previously capitalized as mineral property acquisition costs. Any amounts received in excess of amounts capitalized are taken as a gain to the consolidated statement of comprehensive income (loss).

Income taxes

Income tax expense represents the sum of tax currently payable and deferred tax. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of each reporting period. Deferred income tax is provided using the liability method on temporary differences, at the end of each reporting period, between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

●

where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

●

in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

●

where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

●

in respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of comprehensive income (loss).

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Financial instruments

Financial instruments are recognized on the consolidated statements of financial position on the trade date, being the date on which the Company becomes a party to the contractual provisions of the financial instrument. At initial recognition, the Company classifies its financial instruments as one the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI"), or at amortized cost according to the financial instruments' contractual cash flow characteristics and the business models under which they are held.

Financial assets are measured at amortized cost if they are held for the collection of contractual cash flows where those cash flows solely represent payments of principal and interest. The Company's intent is to hold these financial assets in order to collect contractual cash flows and the contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. Financial assets are measured at FVTOCI if they are held for the collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest. The Company initially recognizes these financial assets at their fair value with subsequent changes to fair values recognized in OCI. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to the statement of income (loss). Investments in equity securities are held for strategic purposes and not held for trading. The Company has made an irrevocable election at initial recognition to classify these investments as FVTOCI, with all subsequent changes in value being recognized in OCI. Cumulative gains and losses in equity securities are not subsequently reclassified to profit or loss.

Financial assets are measured at FVTPL if they do not qualify as financial assets at amortized cost or FVTOCI. The Company initially recognizes these financial assets at their fair value with subsequent changes to fair values recognized in the statement of loss. Financial liabilities are measured at amortised cost unless they are required to be measured at FVTPL.

The Company's financial assets include cash and cash equivalents, restricted cash, short-term investment, 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. All financial instruments are initially recorded at fair value and classified as follows:

●

Cash and cash equivalents, restricted cash, and reclamation deposits are classified as financial assets at amortized cost. Accounts payable and accrued liabilities, due to joint venture and due to related parties are classified as financial liabilities at amortized cost. Both financial assets at amortized cost and financial liabilities at amortized cost are subsequently measured using the effective interest method; and

●

Short-term and long-term investments in equity securities are classified as fair value through other comprehensive income ("FVTOCI"). Such investments are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized as a component of other comprehensive income or loss. Realized gains or losses on investments in equity securities classified as FVTOCI remain in OCI.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Impairment of financial assets

The Company assesses at the end of each reporting period whether a financial asset is impaired.

At each reporting date, the Company assesses the expected credit loss associated with its financial assets carried at amortized cost and debt instruments measured at FVTOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Changes in allowances for expected credit losses are recognized as impairment gains or losses on the statement of loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognized when the rights to receive cash flows from the assets expire or, the financial assets are transferred and the Company has transferred substantially all the risks and rewards of ownership of the financial assets. On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is recognized in profit or loss.

For financial liabilities, they are derecognized when the obligation specified in the relevant contract is discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date are determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs.

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm's length market transactions; reference to the current fair value of another instrument that is substantially the same; a discounted cash flow analysis or other valuation models.

Impairment of non-financial assets

Exploration and evaluation assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. An impairment loss is charged to profit or loss.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash-general units). As a result, some assets may be tested individually for impairment and some may be tested at a cash-generating unit level.

Impairment reviews for exploration and evaluation stage mineral properties are carried out on a property by property basis, with each property representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise, but typically when one of the following circumstances apply:

●

The right to explore the area has expired or will expire in the near future with no expectation of renewal;

●

Substantive expenditure on further exploration for and evaluation of mineral resources in the area is neither planned nor budgeted;

●

No commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and

●

Sufficient work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Rehabilitation provisions

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of exploration and evaluation assets and property and equipment, when those obligations result from the acquisition, construction, development or normal operation of the asset. Rehabilitation provisions are measured at the present value of the expected expenditures required to settle the obligation using a discount rate reflecting the time value of money and risks specific to the liability. Upon initial recognition of the liability, the present value of the estimated cost is capitalized by increasing the carrying amount of the related assets. Over time, the discounted liability is increased based on the unwind of the discount rate. The periodic unwinding of the discount is recognized in profit or loss as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. Changes in the estimated timing of rehabilitation or changes to the estimated future costs are dealt with prospectively by recognising an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates.

Cash and cash equivalents

Cash and cash equivalents comprise cash on deposit with banks and highly liquid short-term interest-bearing investments with a term to maturity at the date of purchase of three months or less which are subject to an insignificant risk of change in value.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Net income (loss) per share

Basic net income (loss) per share includes no potential dilution and is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period.

Diluted income per share is computed in a manner similar to basic net income (loss) per share except that the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options and warrants, if dilutive.

Property and equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives. Property and equipment are depreciated over an estimated useful life as follows:

	(years)
Buildings and Camp Structures		5	-	20
Exploration equipment		5
Vehicles		5
Furniture and fixtures		5
Computer equipmen		3
Computer software		1

When an item of property and equipment has different useful lives, the components are accounted for as separate items of property and equipment. Expenditures incurred to replace a component of an item of property and equipment that is accounted for separately, including major inspection and overhaul expenditures are capitalized if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the consolidated statement of comprehensive loss as incurred.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Share-based payments

Restricted share rights

The Company grants restricted share rights (the "RSRs") to certain directors, officers, employees and consultants to receive shares of the Company. The Company classifies RSRs as equity instruments since the Company has the ability and intent to settle the awards in common shares.

The fair value of RSRs granted is recognized as an expense over the vesting period with a corresponding increase in equity. The fair value is measured at grant date and recognized over the period during which the RSRs vest.

The vesting of RSRs and issuance of common shares in the Company is recorded as issued capital and the related share-based compensation reserve is transferred to issued capital.

Share options

The Company grants share options to certain directors, officers, employees, and consultants of the Company. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share-based awards. The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. For employees, the fair value is measured at grant date and recognized over the period during which the options vest.

For consultants, the fair value of the award is recorded in profit or loss over the term of the service provided, and the fair value of the unvested amounts are revalued at each reporting period over the service period.

Consideration received on the exercise of share options is recorded as issued capital and the related share-based compensation reserve is transferred to issued capital.

Significant Accounting Judgments and Estimates

The preparation of these consolidated financial statements requires management to make accounting policy judgments, make 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 consolidated financial statements is 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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

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 November 30, 2025 the Company has concluded no impairment indicators exist for any of its exploration and evaluation assets.

3.2

Changes in, and Initial Adoption of, Accounting Policies

The Company adopted the following amendment to IFRS accounting standards, 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 consolidated 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.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

4.	Cash and Cash Equivalents and Restricted Cash

	November 30,		November 30,
	2025		2024
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		4,396		2,999
Term deposits		20,541		8,881
Total		24,937		11,880

Restricted cash in the amount of $60 (November 30, 2024: $122) relates to term deposits held by the bank as security for corporate financial purposes.

5.	Short-term investments

As of November 30, 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 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.

During the year ended November 30, 2025, the Company received 84,429,563 in ordinary shares of AUZ ("AUZ Shares") with a fair value of $607 (Note 18).

The following tables outline the movement of the Company's short-term investments during the years ended November 30, 2025 and 2024:

			As at November 30,						As at November 30,
			2024						2025
	Number of shares⁽¹⁾		Fair value ($)		Additions ($)		Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in AUZ		84,429,563		-		607		706		1,313
Investment in Galleon		100,000		18		-		52		70
				18		607		758		1,383

			As at November 30,						As at November 30,
			2023						2024
	Number of shares⁽²⁾		Fair value ($)		Additions ($)		Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in Galleon		100,000		10		-		8		18

⁽¹⁾As of November 30, 2025

⁽²⁾As of November 30, 2024

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

6.	Exploration and Evaluation Assets

	For the year ended
	November 30,
	2025		2024
	($)		($)

Balance at the beginning of year		56,547		56,815
Mineral rights and property acquired		-		99
Mineral property option payment		-		306
Impairment of exploration and evaluation assets		-		(74	)
		56,547		57,146
Change in reclamation estimate		273		80
Foreign currency translation adjustments		1,178		(679	)
Balance at the end of year		57,998		56,547

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


	November 30,		November 30,
	2025		2024
	($)		($)
La Mina		15,695		15,731
Titiribi		12,531		12,560
Crucero		7,452		7,470
Yellowknife		7,419		7,143
Cachoeira		6,171		5,521
São Jorge		5,199		4,652
Yarumalito		1,733		1,736
Whistler		1,104		1,110
Surubim		254		227
Batistão		234		210
Montes Áureos and Trinta		178		159
Rea		28		28
Total		57,998		56,547

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Exploration Expenses

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


	For the year ended
	November 30,
	2025		2024
	($)		($)
Whistler		4,143		8,008
São Jorge		2,559		1,096
Yellowknife		639		84
Titiribi		491		371
Crucero		366		304
La Mina		243		166
Yarumalito		126		291
Rea		39		120
Cachoeira		28		22
Total		8,634		10,462

7.	Land, Property and Equipment

										Right-of-
										Use Assets
				Buildings and			Office			(Office and)			Exploration
	Land			Camp Structures			Equipment			warehouse space)			Equipment		Vehicles		Total
	($)			($)			($)			($)			($)		($)		($)
Cost
Balance at November 30, 2023		1,072			2,356			212			548			316		452		4,956
Additions		-			-			12			63			75		156		306
Disposition		-			-			-			(162	)		-		-		(162	)
Impact of foreign currency translation		35			77			(7	)		2			7		15		129
Balance at November 30, 2024		1,107			2,433			217			451			398		623		5,229
Disposition		-			-			(1	)		-			-		-		(1	)
Impact of foreign currency translation		(3	)		(6	)		6			4			2		-		3
Balance at November 30, 2025		1,104			2,427			222			455			400		623		5,231

Accumulated Depreciation
Balance at November 30, 2023		-			760			199			145			246		373		1,723
Depreciation		-			157			14			99			22		39		331
Disposition		-			-			-			(162	)		-		-		(162	)
Impact of foreign currency translation		-			30			(7	)		1			3		10		37
Balance at November 30, 2024		-			947			206			83			271		422		1,929
Depreciation		-			160			5			91			30		60		346
Disposition		-			-			(1	)		-			-		-		(1	)
Impact of foreign currency translation		-			(5	)		6			1			2		-		4
Balance at November 30, 2025		-			1,102			216			175			303		482		2,278


Net Book Value
At November 30, 2024		1,107			1,486			11			368			127		201		3,300
At November 30, 2025		1,104			1,325			6			280			97		141		2,953

8.	Investment in Associate

Effective July 13, 2023, the Company concluded that it exercised significant influence over NevGold Corp. ("NevGold") as a result of share ownership exceeding 20% and accounted for its investment using the equity method from that date onward until August 25, 2025.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Equity Method Accounting (to August 25, 2025)

The following outlines the movement in investment in associate during the year ended November 30, 2024, 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		(5,779	)
Balance at November 30, 2025	$	-

The equity accounting for NevGold 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.

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 year ended November 30, 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 (2024: net loss of $1,458, comprising a share of loss of $1,767, partially offset by a $309 gain on dilution of ownership interest).

Derecognition of Investment in Associate and Transition to FVTOCI

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

During the year ended November 30, 2025, the Company sold a total of 7,596,900 shares of NevGold for $2,038, net of transaction costs.

This total includes:

●

The sale of 4,096,900 shares from December 1, 2024, 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 on August 27, 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 9.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

The gains on remeasurement of investment in NevGold for the year ended November 30, 2025 consisted of the following:

	Amount
	($)
Gain on loss of significant influence over NevGold		203
Foreign currency adjustment reclassified to net loss		134
Gain on remeasurement of investment in NevGold		337

Almaden Project

On June 13, 2022, the Company and its subsidiary entered into an option agreement (the "Option Agreement") with 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, resulting in current income tax of $1,925 being recognized 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; and

●

$4,500 on completion of a positive Feasibility Study.

9.	Long-term Investments

As of November 30, 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 year ended November 30, 2025, the Company's investment in NevGold was reclassified from investment in associate to investment measured through FVTOCI (note 8).

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

The following tables outline the movement of the Company's long-term investments during the years ended November 30, 2025 and 2024:

			As at November 30,									As at November 30,
			2024									2025
	Number of shares⁽¹⁾		Fair value ($)		Additions ($)		Disposals ($)			Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in GRC		21,533,125		38,906		-		-			93,185		132,091
Investment in NevGold⁽²⁾		19,073,350		-		5,982		(875	)		11,105		16,212
				38,906		5,982		(875	)		104,290		148,303

			As at November 30,							As at November 30,
			2023							2024
	Number of shares⁽³⁾		Fair value ($)		Additions ($)		Unrealized Losses (FVTOCI) ($)			Fair Value ($)
Investment in GRC		21,533,125		45,052		190		(6,336	)		38,906

⁽¹⁾As of November 30, 2025

⁽²⁾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.

⁽³⁾As of November 30, 2024

10.

Rehabilitation Provision

The exploration activities of U.S. GoldMining's Whistler Project are subject to State of Alaska laws and regulations governing the protection of the environment. The Whistler Project rehabilitation provision, which is the obligation and responsibility of U.S. GoldMining, is valued under the following assumptions:

	November 30,			November 30,
	2025			2024
Undiscounted amount of estimated cash flows (US$)		386			386
Life expectancy (years)		8			9
Inflation rate		2.00	%		2.00	%
Discount rate		4.02	%		4.18	%

During the year ended November 30, 2025, the rehabilitation provision for the Yellowknife Project was revised higher due to changes in the estimated timing of reclamation activities and updated assumptions regarding reclamation costs. The Yellowknife Project rehabilitation provision is expected to be settled in November 2032 and is valued under the following assumptions:

	November 30,			November 30,
	2025			2024
Undiscounted amount of estimated cash flows (CA$)		906			591
Life expectancy (years)		7			6
Inflation rate		2.25	%		2.46	%
Discount rate		2.86	%		2.93	%

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

The following table summarizes the movements in the rehabilitation provisions:

	November 30,			November 30,
	2025			2024
	($)			($)
Balance at the beginning of year		1,020			888
Accretion		36			37
Change in estimate		273			80
Foreign currency translation adjustments		(2	)		15
Total		1,327			1,020

11.

Share Capital

11.1

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.

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 was to 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.

On December 8, 2025, the Company entered into a new ATM Program (the "2025 ATM Program") which replaced the 2024 ATM program which expired on December 24, 2025 in accordance with its terms. Pursuant to the 2025 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 2025 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 8, 2025. Unless earlier terminated by the Company or the agents as permitted therein, the 2025 ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2025 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 8, 2026.

During the year ended November 30, 2025, the Company issued 13,033,493 (2024: 10,873,320) common shares under the 2024 ATM Program for gross proceeds of $21,319 (2024: $13,114), with aggregate commissions paid to agents of $533 (2024: $328).

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

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 November 30, 2025, the Company has recognized a flow-through recovery of $101 associated with eligible exploration expenditures during the year ended November 30, 2025. As of November 30, 2025, the remaining flow-through premium liability is $nil.

11.2

Reserves

	Restricted Share Rights ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2023		-			9,952			3,541		13,493
Options exercised		-			(967	)		-		(967	)
Restricted share rights vested		(505	)		-			-		(505	)
Share-based compensation		523			1,506			-		2,029
Balance at November 30, 2024		18			10,491			3,541		14,050
Options exercised		-			(512	)		-		(512	)
Restricted share rights vested		(962	)		-			-		(962	)
Share-based compensation		951			1,259			-		2,210
Balance at November 30, 2025		7			11,238			3,541		14,786

11.3

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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2023		14,945,195			1.60
Granted		2,763,234			1.19
Exercised⁽¹⁾		(2,029,500	)		1.05
Expired		(197,500	)		1.02
Balance at November 30, 2024		15,481,429			1.61
Granted		3,047,000			1.88
Exercised⁽²⁾		(1,091,984	)		1.30
Expired		(1,925,000	)		2.82
Forfeited		(245,000	)		1.71
Balance at November 30, 2025		15,266,445			1.53

⁽¹⁾

During the year ended November 30, 2024, the Company issued 271,189 common shares at weighted average trading prices of $1.20. The Common shares were issued pursuant to the exercise of 2,029,500 share options, of which 237,189 common shares were issued pursuant to the exercise of 1,995,500 share options on a net exercise basis.

⁽²⁾

During the year ended November 30, 2025, the Company issued 656,751 common shares at weighted average trading prices of $2.11. The Common shares were issued pursuant to the exercise of 1,091,984 share options, of which 254,251 common shares were issued pursuant to the exercise of 689,484 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:

	Year ended November 30, 2025			Year ended November 30, 2024
Risk-free interest rate		2.41	%		3.18	%
Expected life (years)		2.87			2.87
Expected volatility		42.55	%		46.66	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		2.45	%		3.69	%

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable as of November 30, 2025, are as follows:

			Options Outstanding						Options Exercisable
Exercise Prices			Number of Options Outstanding		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)		Number of Options Exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
$1.05	-	$1.09		2,905,000		1.09		2.93		2,905,000		1.09		2.93
$1.10	-	$1.59		3,135,000		1.22		3.66		2,415,000		1.22		3.55
$1.60	-	$1.82		3,818,000		1.60		1.98		3,818,000		1.60		1.98
$1.83	-	$1.93		2,442,500		1.83		0.95		2,442,500		1.83		0.95
$1.94	-	$3.88		2,965,945		1.95		4.78		868,195		1.96		4.27
				15,266,445		1.53		2.89		12,448,695		1.48		2.46

The amount of share-based compensation expense recognized for Options during the year ended November 30, 2025, was $1,259 (2024: $1,506), using the Black-Scholes option pricing model.

11.4

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.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's RSRs:


	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2023		366,530			1.23
Granted		811,298			1.19
Vested		(412,663	)		1.23
Balance as at November 30, 2024		765,165			1.19
Granted		379,840			1.94
Vested⁽¹⁾		(788,819	)		1.22
Forfeited		(6,500	)		1.19
Balance at November 30, 2025		349,686			1.94

⁽¹⁾

Subsequent to year end, 418,750 RSRs were net settled, resulting in the issuance of 195,329 GoldMining Shares, with the remaining RSRs used to settle payroll withholding taxes.

The amount of share-based compensation expense recognized for RSRs during the year ended November 30, 2025 was $951 (2024: $523).

12.

Non-Controlling Interests

12.1

U.S. GoldMining equity transactions

As at November 30, 2025 GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 74.4% of U.S. GoldMining's outstanding common shares, and 122,490 U.S. GoldMining Warrants, and has common management of U.S. 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 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 $2,806 as at November 30, 2025 solely relates to U.S. GoldMining.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

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

	November 30,
	2025
	($)
Assets
Cash and cash equivalents		10,193
Restricted cash		60
Prepaid expenses and deposits		122
Other assets		100
Land, property and equipment		1,312
Exploration and evaluation assets		79
		11,866

Liabilities
Accounts payable and accrued liabilities		446
Withholding taxes payable		253
Rehabilitation provisions		461
Lease liability		124
		1,284

Refer to segmented information Note 17 for a breakdown of U.S. GoldMining's net loss.

The following table summarizes U.S. GoldMining's cash flow activities during the years ended November 30, 2025 and 2024:

	For the year ended			For the year ended
	November 30, 2025			November 30, 2024
	($)			($)
Cash used in operating activities		(8,114	)		(10,506	)
Cash used in investing activities		-			(235	)
Cash generated from financing activities		12,757			600

Effect of exchange rate changes on cash		(56	)		228

Net increase (decrease) in cash and cash equivalents and restricted cash		4,587			(9,913	)
Cash and cash equivalents and restricted cash
Beginning of year		5,666			15,579
End of year		10,253			5,666

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 " U.S. GoldMining ATM Program"). Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining could originally 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 U.S. GoldMining ATM Program was payable to the agents in connection with any such sales.

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 could originally 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.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

During the year ended November 30, 2025, U.S. GoldMining sold 810,472 (2024: 45,699) common shares under the U.S. GoldMining ATM Program, for gross proceeds of $13,121 (US$9.36 million) (2024: $656 (US$0.48 million)). As a result, the Company recorded a dilution gain in equity of $9,935 (2024: $511), or $9,665 (2024: $496) net of agents' fees and issuance costs.

12.2

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:

	Number of Options			Weighted Average Exercise Price (US$)
Balance at November 30, 2023		82,500			10.00
Granted		106,050			10.00
Forfeited		(3,000	)		10.00
Balance at November 30, 2024		185,550			10.00
Granted		140,500			10.00
Exercised⁽¹⁾		(33,750	)		10.00
Forfeited		(12,500	)		10.00
Balance at November 30, 2025		279,800	⁽²⁾		10.00

⁽¹⁾7,126 U.S. GoldMining Shares were issued pursuant to the exercise of 33,750 U.S. GoldMining stock options on a net exercise basis.

⁽²⁾As at November 30, 2025, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.41 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:

	Year ended November 30, 2025			Year ended November 30, 2024
Share price at grant date (US)	$	8.74		$	5.25
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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

During the year ended November 30, 2025, U.S. GoldMining recognized share-based compensation expense of $577 (2024: $248) for stock options granted.

12.3

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 November 30, 2025, 254,000 Restricted Shares remain outstanding, subject to certain performance conditions.

During the year ended November 30, 2025, U.S. GoldMining recognized a recovery of share-based compensation expense of $21 (2024: share-based compensation expense of $21), related to U.S. GoldMining's Restricted Shares.

12.4

U.S. GoldMining Restricted Share Units

During the year ended November 30, 2025, U.S. GoldMining granted 20,050 restricted share units ("RSUs") to certain officers, directors, and employees at a weighted average fair value of US$8.55. 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 $200 (US$0.14 million) was recognized for the year ended November 30, 2025, related to U.S. GoldMining's RSUs.

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

	Number of RSUs			Weighted Average Value (US$)
Balance as at November 30, 2024		-			-
Granted		20,050			8.55
Vested		(10,889	)		8.32
Forfeited		(600	)		8.32
Balance at November 30, 2025		8,561			8.86

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

12.5

U.S. GoldMining Warrants

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

	Number of Warrants			Weighted Average Exercise Price (US$)
Balance at November 30, 2023		1,741,292			13.00
Exercised		(300	)		13.00
Balance at November 30, 2024 and 2025		1,740,992			13.00

As at November 30, 2025, outstanding U.S. GoldMining common stock purchase warrants have a remaining contractual life of 0.40 years and an expiry date of April 24, 2026.

13.

Capital Risk Management

The Company's objectives are to safeguard the Company's ability to continue as a going concern in order to support the Company's normal operating requirements, continue the exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company

may issue new shares, issue new debt, or acquire or dispose of assets, including long-term investments.

At November 30, 2025, the Company's capital structure consists of the equity of the Company (Note 11). The Company is not subject to any externally imposed capital requirements. In order to maximize ongoing development efforts, the Company does not pay dividends.

14.

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.

14.1

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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

14.2

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.

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

	As at November 30,		As at November 30,
	2025		2024
	($)		($)
Assets
United States Dollar		156,047		46,417
Australian Dollar		1,313		-
Brazilian Real		-		27
Colombian Peso		307		428
Total		157,667		46,872

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $185.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at November 30, 2025 would have an impact, net of tax, of approximately $11,426 on other comprehensive income for the year ended November 30, 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 November 30, 2025 would have an impact of $2,377 on net loss for the year ended November 30, 2025.

14.3

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.

14.4

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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

14.5

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 November 30, 2025, the Company has working capital (current assets less current liabilities) of $24,674. 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 $10,253 and other assets of $1,613 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 12.1).

The Company has current cash and cash equivalent balances, access to its 2025 ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal.

As of November 30, 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 122,490 warrants	$136.4 million (US$97.6 million)⁽²⁾
Gold Royalty Corp.	NYSE American	21,533,125 shares	$132.1 million (US$94.5 million)
NevGold	TSX-V	19,073,350 shares	$16.2 million⁽³⁾
Australian Mines Limited	ASX	84,429,563 shares	$1.3 million (AUD$1.4 million)⁽⁴⁾
Galleon Gold Corp.	TSX-V	100,000 shares	$0.1 million

⁽¹⁾	Fair values based upon the closing price of the applicable securities as of November 30, 2025.

⁽²⁾	Includes fair value ofwarrants held by the Company.

⁽³⁾	Standstill agreement in place until February 27, 2027 (Note 9).

⁽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, AUZ and Galleon shares and access to its 2025 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.

14.6

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 November 30, 2025, a 10% change in the share prices of its Equity investments would have an impact, net of tax, of approximately $12,948 on other comprehensive income for the year ended November 30, 2025.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

15.

Income Tax

15.1

Income taxes

	For the year ended
	November 30, 2025			November 30, 2024
	($)			($)
Current income tax expense (recovery)		(239	)		1,932
Deferred income tax expense (recovery)		(9,844	)		168
Income tax expense (recovery)		(10,083	)		2,100

A reconciliation of the provision for income taxes computed at the combined Canadian federal and provincial statutory rate to the provision for income taxes as shown in the consolidated statements of comprehensive income (loss) for the years ended November 30, 2025 and 2024 is as follows:

	For the year ended
	November 30, 2025			November 30, 2024
	($)			($)
Net loss for the year		(25,415	)		(25,247	)
Canadian statutory income tax rate		27.00	%		27.00	%
Expected tax recovery		(6,862	)		(6,817	)
Non-deductible permanent differences		2,543			1,645
Future withholding taxes		(29	)		240
Change in unrecognized deferred tax assets		(6,246	)		7,364
Other		511			(332	)
Tax expense (recovery) for the year		(10,083	)		2,100

15.2

Deferred Income Tax Assets and Liabilities

Deductible temporary differences and unused tax losses for which no deferred tax assets have been recognized are attributable to the following:

	As at November 30,		As at November 30,
	2025		2024
	($)		($)
Non-capital loss carry-forward		7,512		13,479
Mineral properties		3,406		2,871
Others		392		1,206
Unrecognized deferred tax assets		11,310		17,556

	As at November 30,			As at November 30,
	2025			2024
	($)			($)
Deferred tax assets (liabilities)
Long-term and short-term investments		(18,966	)		(4,421	)
Non-capital losses carry-forward		14,786			4,421
Future withholding tax		(217	)		(246	)
Others		471			-
Net deferred tax liabilities		(3,926	)		(246	)

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

Deferred tax assets that can not be offset against deferred tax liabilities have not been recognized in the consolidated financial statements, as management does not consider it more likely than not that those assets will be realized in the near future.

The Company has non-capital losses which may be carried-forward to reduce taxable income in future years. As at November 30, 2025, the Company has non-capital losses of $60,417 in Canada which will expire between 2029 and 2045. The Company has non-capital losses of $21,184 in the United States of which $1,254 will expire between 2035 and 2038 and $19,930 may be carried forward indefinitely.

16.

Related Party Transactions

16.1

Related Party Transactions

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

●

During the year ended November 30, 2025, the Company incurred $22 (2024: $384) 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 year ended November 30, 2025, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

16.2

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 year ended November 30, 2025:

	For the year ended
	November 30,		November 30,
	2025		2024
	($)		($)
Management fees		295		295
Director and officer fees		595		632
Share-based compensation		1,401		1,135
Total		2,291		2,062

As at November 30, 2025, $267 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.

17.

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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

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

	Total non-current assets
	As at November 30,		As at November 30,
	2025		2024
	($)		($)
Canada		156,661		54,308
Colombia		31,308		31,414
Brazil		12,665		11,936
Peru		7,452		7,470
United States		2,291		2,517
Total		210,377		107,645

	Total operating loss
	For the year ended
	November 30, 2025		November 30, 2024
	($)		($)
Canada		11,880		14,288
United States		8,383		7,506
Brazil		3,997		1,961
Colombia		1,637		1,483
Peru		387		338
Total		26,284		25,576

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 November 30,		As at November 30,		As at November 30,		As at November 30,
	2025		2024		2025		2024
	($)		($)		($)		($)
U.S. GoldMining⁽¹⁾		12,891		8,707		1,284		1,319
Others⁽²⁾		225,070		112,254		7,078		4,481
Total		237,961		120,961		8,362		5,800

⁽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.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

	For the year ended November 30, 2025									For the year ended November 30, 2024
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses (income)
Consulting fees		88			461			549			12			404			416
Depreciation		253			93			346			219			112			331
Directors' fees, employee salaries and benefits		603			2,174			2,777			462			1,935			2,397
Exploration expenses		4,143			4,491			8,634			8,009			2,453			10,462
General and administrative		2,885			5,025			7,910			1,989			6,326			8,315
Professional fees		695			2,010			2,705			989			1,026			2,015
Share-based compensation		756			2,210			2,966			269			2,029			2,298
Share of loss on associate		-			346			346			-			1,458			1,458
Share of loss on investment in joint venture		-			51			51			-			70			70
Impairment of exploration and evaluation assets		-			-			-			-			74			74
Recovery on the receipt of mineral property option payments		-			-			-			-			(2,260	)		(2,260	)
		9,423			16,861			26,284			11,949			13,627			25,576
Operating loss		(9,423	)		(16,861	)		(26,284	)		(11,949	)		(13,627	)		(25,576	)

Other items
Interest income		191			123			314			598			112			710
Flow-through recovery		-			101			101			-			-			-
Other expenses		(35	)		(49	)		(84	)		(37	)		(53	)		(90	)
Gain on share sales of investment in associate		-			149			149			-			-			-
Gain on remeasurement of investment in NevGold		-			337			337			-			-			-
Net foreign exchange gain (loss)		(8	)		60			52			(4	)		(287	)		(291	)
Net loss for the year before taxes		(9,275	)		(16,140	)		(25,415	)		(11,392	)		(13,855	)		(25,247	)
Current income tax recovery (expense)		(5	)		244			239			(7	)		(1,925	)		(1,932	)
Deferred income tax recovery (expense)		-			9,844			9,844			-			(168	)		(168	)
Net loss for the year		(9,280	)		(6,052	)		(15,332	)		(11,399	)		(15,948	)		(27,347	)

⁽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.

18.

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.

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.

Under the terms of the Earn-In Agreement, AUZ may acquire 51% of the project by, among other things, incurring minimum exploration expenditures of $4,117 (AU$4.5 million) on or before August 28, 2028, making three annual cash payments to the Company of $0.25 million each during such period and issuing to the Company and Cabral

$915 (AU$1 million) of AUZ shares based on the volume weighted average volume of such shares for the 20-days preceding the applicable notice of exercise of such option. The Company is to receive 84.05% of such consideration in accordance with its proportionate interest in the project.

AUZ may earn an additional 19% interest in the project after exercising its initial option by incurring minimum annual expenditures of AU$1 million on the project and completing a feasibility study demonstrating at least 250,000 ounces of mineral reserves within three years of exercising its initial option. Within 90 days of exercise of such additional option, AUZ may earn an additional 10% interest in the project by either (at the Company's option) providing certain anti-dilution rights and making a payment to the Company of the greater of $4,575 (AU$5 million) and an amount based on the value of the then-current mineral resource at the project, with measured, indicated and inferred resources valued at AU$20, AU$15 and AU$2.50 per ounce (less 300,000 ounces in the case of inferred resources.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

On August 28, 2025, in consideration for granting the earn-in right, AUZ issued $898 (AU$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.

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.

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, September 13, 2024 and October 9, 2025, 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 March 31, 2026.

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at November 30, 2025, including payments due for each of the next five years and thereafter.

	Amount ($)
Due within 1 year		262
1 – 3 years		163
3 – 5 years		-
More than 5 years		-
Total		425	⁽¹⁾

⁽¹⁾Includes $20 related to low value assets, $154 related to short-term leases and $251 related to non-lease components of leases on the date of inception of each lease agreement.

GoldMining Inc.

Notes to Consolidated Financial Statements

As at November 30, 2025 and 2024

(Expressed in thousands of Canadian dollars unless otherwise stated)

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.

19.

Subsequent Events

On January 19, 2026, a subsidiary of the Company entered into a $1.25 million credit facility with The Toronto-Dominion Bank, secured by a one-year cashable guaranteed investment certificate. Subsequently, on February 20, 2026, the subsidiary issued an irrevocable letter of credit in the amount of $0.98 million to the Minister of Crown–Indigenous Relations and Northern Affairs Canada in connection with the receipt of certain land use and water permits for the Yellowknife Gold Project.

Subsequent to November 30, 2025, the Company had sales of 4,287,500 ATM Shares under the 2025 ATM Program for gross proceeds of approximately $9.32 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.2 million.

Subsequent to November 30, 2025, U.S GoldMining issued 30,979 common shares under the U.S. GoldMining ATM Program for gross proceeds of approximately $0.44 million (US$0.32 million).

On December 12, 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$6.1 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$10.1 million that were sold pursuant to the U.S. GoldMining ATM Program prior to December 12, 2025.

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED NOVEMBER 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

February 27, 2026

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the year ended November 30, 2025, should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto, and its annual information form (the "AIF"), for the year ended November 30, 2025, copies of which are available under its 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 and references to "R$" are to Brazilian Reals and references to "AU$" are to Australian dollars.

The Company's audited consolidated financial statements for the year ended November 30, 2025 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS accounting standards"). Unless otherwise stated, all information contained in this MD&A is as of February 27, 2026.

Cautionary Statement Regarding Forward-Looking Information

This MD&A contains "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; exploration activities and/or plans on the Company's projects; the Company's mineral reserve and mineral resource estimates; 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; the Company's ability to obtain the resources to conduct exploration and development activities on 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 and copper; 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, but not limited to, 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 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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements, 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; 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; the Company's broad discretion relating to the use of proceeds raised from financings or future financings; general economic conditions; 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; 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; and capital cost estimates. 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. 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"), in which it has an indirect interest through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining"). The Company has control over, and consolidates, U.S. GoldMining. As at November 30, 2025, the Company held approximately 74.4% of the outstanding shares of common stock of U.S. GoldMining (the "U.S. GoldMining Shares").

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

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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Under the terms of the Earn-In Agreement, AUZ may acquire 51% of the project by, among other things, incurring minimum exploration expenditures of AU$4.5 million on or before August 28, 2028, making three annual cash payments to the Company of $0.25 million each during such period and issuing to the Company and Cabral AU$1 million of AUZ shares based on the volume weighted average volume of such shares for the 20-days preceding the applicable notice of exercise of such option. The Company is to receive 84.05% of such consideration in accordance with its proportionate interest in the project.

AUZ may earn an additional 19% interest in the project after exercising its initial option by incurring minimum annual expenditures of AU$1 million on the project and completing a feasibility study demonstrating at least 250,000 ounces of mineral reserves within three years of exercising its initial option. Within 90 days of exercise of such additional option, AUZ may earn an additional 10% interest in the project by either (at the Company's option) providing certain anti-dilution rights and making a payment to the Company of the greater of AU$5 million and an amount based on the value of the then-current mineral resource at the project, with measured, indicated and inferred resources valued at AU$20, AU$15 and AU$2.50 per ounce (less 300,000 ounces in the case of inferred resources).

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 $0.06 million 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 AU$1 million in ordinary shares of AUZ ("AUZ Shares") to Cabral and Majestic on a pro rata basis in proportion to their respective shareholdings in BVG.

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

At-the-Market Equity Programs

On December 20, 2024, the Company renewed its at-the market equity program (the "ATM Program"), which provided for sales of up to US$50 million (or the equivalent in Canadian dollars) of GoldMining Shares. The program was further renewed on December 8, 2025, allowing it to distribute US$50 million of GoldMining Shares. Under the ATM Program GoldMining Shares are sold through the facilities of the TSX and NYSE at prevailing market prices. GoldMining Shares may be issued by the Company to the public from time to time, under the ATM Program by the agents thereunder at the Company's discretion. The current ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the GoldMining Shares sold under the 2025 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 8, 2026.

During the three months ended November 30, 2025, the Company issued a total of 8,278,220 GoldMining Shares under the program for aggregate gross proceeds of $16.2 million. Aggregate gross proceeds raised over the three months ended November 30, 2025, were approximately $0.16 million from sales conducted through the facilities of the TSX and US$11.53 million from sales conducted through the facilities of the NYSE American, and the agents were paid aggregate commissions on such sales of approximately $0.01 million and US$0.29 million, representing 2.50% of the gross proceeds of the shares sold.

During the year ended November 30, 2025, the Company issued a total of 13,033,493 GoldMining Shares under the ATM Program for aggregate gross proceeds of $21.32 million. Aggregate gross proceeds raised over the year ended November 30, 2025, were approximately $2.83 million from sales conducted through the facilities of the TSX and US$13.29 million from sales conducted through the facilities of the NYSE American, and the agents were paid aggregate commissions on such sales of approximately $0.07 million and US$0.33 million, representing 2.50% of the gross proceeds of the shares sold.

Subsequent to November 30, 2025, the Company issued an additional 4,287,500 GoldMining Shares under the ATM Program for aggregate gross proceeds of $9.32 million. Aggregate gross proceeds raised were approximately $0.01 million from sales conducted through the facilities of the TSX and US$6.73 million from sales conducted through the facilities of the NYSE American, and the agents were paid aggregate commissions on such sales of approximately $0.00 million and US$0.17 million, representing 2.50% of the gross proceeds of the shares sold.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

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 at-the-market facility (the "U.S. GoldMining ATM Program"). Pursuant to the 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 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.

During the three months ended November 30, 2025, U.S. GoldMining sold 524,133 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $9.47 million (US$6.76 million). During the year ended November 30, 2025, U.S. GoldMining sold 810,472 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $13.12 million (US$9.36 million).Subsequent to November 30, 2025, U.S. GoldMining sold 30,979 common shares under the U.S. GoldMining ATM Program, for gross proceeds of approximately $0.44 million (US$0.32 million).

Update on Material Properties

The Company is currently in the process of identifying and planning additional work related to its projects with the goal of directing resources to enhance value at prioritized projects (the "Strategic Review Process"). To date, pursuant to this Strategic Review Process, the Company has identified additional studies and reports to be completed at certain of its properties as detailed below. Such work may include undertaking additional studies, economic assessments and exploration and development work. Additional work on projects identified as part of the strategic review process 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.

The Company currently plans to continue to maintain each of its material projects in good standing.

São Jorge Gold Project

During the year ended November 30, 2025, the Company incurred $2.6 million 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 land-based geophysical Induced Polarisation ("IP") surveying.

On February 26, 2025 the Company reported an updated mineral resource estimate for the São Jorge Project. For further information please see the technical report titled "NI 43-101 Technical Report, São Jorge Project, Pará State, Brazil", with an effective date of January 28, 2025, prepared for the Company and available under its profile at SEDAR+ at www.sedarplus.ca.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

During the year ended November 30, 2025, the Company conducted the largest exploration program to date on on the São Jorge property that comprised a total of 9,533 meters of drilling, that including 3,862 meters of diamond core, 3,528 meters of reverse circulation ("RC") drilling, and 2,143 metres auger drilling. The core diamond drilling was designed to test below and along trend of the existing São Jorge mineral resource estimate area (the "Deposit"). 3,528 meters of RC drilling and 2,143 meters of planned auger drilling over high tenor soil anomalies was completed. The RC drilling and auger drilling exploration supported exploration discoveries at four new gold prospects, including at the William South prospect located approximately 1.5 km north of the existing São Jorge deposit (the "Deposit"). Furthermore, the 2025 IP survey expansion over targets that contain some of the largest, highest tenor and most continuous gold-in-soil anomalies on the property, has identified a large, high tenor chargeability feature with scale similar to the IP signature of the Deposit itself. Additionally, 2,552 samples of a planned soil sampling program to test and expand the broader mineral system across the project were collected. Results of the 2025 exploration program were reported on October 20, 2025, January 6, 2026, and January 26, 2026.

Exploration results received to date support the broader potential for future extensions of the presently delineated São Jorge deposit through additional exploration work and delineation of potential new discoveries of gold mineralization across the 46,000 hectare 100% owned São Jorge Project. The Company intends to complete additional RC drilling and an Induced Polarization (IP) ground survey in 2026 to further advance the exploration.

The Company is required to submit to the National Mining Agency ("ANM") a final exploration report for exploration licenses ANM nos. 850.566/2013 and 850.275/2003, which are located east and west of the main claim of the São Jorge deposit. In May 2026, the Company is required to present the final exploration report for these areas indicating targets with the potential to host a minimum amount of gold resources, which will allow the Company to maintain these licenses in good standing.

Whistler Gold-Copper Project

During the year ended November 30, 2025, U.S. GoldMining incurred $4.1 million of expenditures on the Whistler Project for consulting fees to vendors for geological work, permitting and compliance, regulatory and community stakeholder engagement, and camp, equipment and airstrip maintenance costs.

During the year ended November 30, 2025, U.S. GoldMining announced results from confirmatory diamond core drilling at the Whistler and Raintree West deposits and completed metallurgical test work and completed mapping and sampling activities as part of its 2025 work program on the project. It also announced that it had commenced an 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").

La Mina Gold-Copper Project

During the year ended November 30, 2025, the Company incurred $0.2 million of expenditures on the La Mina Gold-Copper Project, which included expenditures for camp maintenance, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Titiribi Gold-Copper Project

During the year ended November 30, 2025, the Company incurred $0.5 million of expenditures on the Titiribi Project, which included expenditures for camp maintenance, payroll and personnel, 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"), a document detailing the final exploration plan, to the National Mining Agency for approval. The PTO evaluation process continues at the mining authority. 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. In December 2025, the Company started the process of collecting data and information as part of the base line study required for it. After permitting is obtained, the Company could proceed with construction and development activities as outlined in the approved PTO.

In August 2021, the Municipal Council of Titiribi issued a Territorial Ordinance Scheme which restricts mining and mineral exploitation activities in the municipality. Similar actions have been made by the Municipal Council of Titiribi in the past, which were successfully challenged in 2017 and 2018. At present, the Territorial Ordinance Scheme is not impacting the Company's activities and status to maintain the Titiribi Project as the situation in the Municipality of Titiribi, Colombia continues to evolve. The Company plans to take appropriate action to appeal the Municipality's actions when required by its exploration and development plans. It expects that any such challenge by the Company would be on the same basis as its prior successful challenge of similar Municipal actions in the past. No proceedings have been commenced at this time. The Titiribi Project currently remains in good standing.

Other Properties

●

Cachoeira Project – the Company indirectly holds a 100% interest in the Cachoeira Gold Project, located in Pará State, Brazil. The Cachoeira Project comprises 2 mining concessions and 1 exploration permit covering an aggregate area of approximately 4,761 ha (47.6 km2) in the Gurupi Gold Belt district. In 2014, the Company submitted to ANM an PAE for the mining concessions within the Cachoeira Project, including certain conceptual engineering studies. The Company notes that such PAE does not constitute a preliminary economic assessment within the meaning of NI 43-101 and no production decision concerning the project has been made to date.

The Company also submitted an Environmental Impact Assessment in 2013 to the Secretaria de Estado de Meio Ambiente e Sustentabilidade of Pará as part of its ongoing environmental licensing process. On March 15, 2022, the Company received the Preliminary Environmental Licence endorsed by the Environmental Council of Pará State.

With the Preliminary Environmental License granted, the Company has initiated the field work necessary to meet the requirements of the Preliminary Environmental License. On December 2, 2024, the Company applied for an additional two-year extension of the Preliminary Environmental License which expired on May 26, 2025. The application for the extension is pending approval by the regulatory environmental agency.

The Cachoeira Environmental Preliminary License is valid until the manifestation of the Environmental Agency. In November 2025 in a meeting held with officers of the Environmental Agency, the Company was informed that the licence will be extended pending some internal protocols to be formalized early in 2026.

The Company will have to complete additional work to attend to the requirements necessary to apply for the Installation License. This work is currently planned to be executed in 2026.

●

Yarumalito Project – a wholly owned subsidiary of the Company holds a 100% interest in the Yarumalito Gold Project located in Antioquia, Colombia. The Yarumalito Project consists of one unified concession contract with an aggregate area of 1,453 ha, which expires on March 7, 2043, and is renewable for an additional 30 years. The concession requires approved work programs to be completed and tax to be paid to keep the concession in good standing.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

On July 17, 2024, the Company was notified of a requirement from the Mining Authority to present the status of environmental licensing process before the Environment Authority. The Company has completed the required environmental impact studies that were submitted on October 22, 2024. In February 2025, the Company was notified that the PTO submitted for the Yarumalito Project was approved, and when the National Mining Agency of Colombia resolution granting such approval is registered, an environmental impact assessment required for the proposed works would be triggered. The aforementioned Resolution was registered in April 2025 and the Environmental Impact Assessment (EIA) was submitted at Corantioquia (Regional Environmental Agency) for review and approval.

●

Yellowknife Project – the Company indirectly holds a 100% interest in the Yellowknife Project located in the Northwest Territories, Canada. The Company owns an extensive repository of technical data on the Yellowknife Project and will continue to evaluate prospective targets to identify and prioritize exploration opportunities. On October 5, 2023, the Company received a two-year extension of its 'Land Use Permit MV2018C0021 – Mineral Exploration – Prosperous to Ormsby and Nicholas Lake, NT', which subsequently expired on October 17, 2025. Water License MV2018L2-0004 – Mineral Exploration – Ormsby and Nicholas Lake, NT’ also expired on October 17, 2025. On November 13, 2025, the Company received Land Use Permit MV2025C0007 – Mineral Exploration – Ormsby and Nicholas Lake, NT, expiring November 12, 2030, and Water License MV2025L2-0003 – Mineral Exploration – Ormsby and Nicholas Lake, NT, expiring November 12, 2032. The Company continues to maintain the Discovery camp and monitors the site with respect to conditions stipulated under the current Land Use Permit and Water Licence.

●

Boa Vista Project – during the last quarter of 2025, AUZ progressed diamond drilling at the Boa Vista Gold Project. Following an initial ramp-up, drilling was reported to be operating at target run-rate as part of the planned approximately 3,000 meter program at VG1. Complete results from the ongoing drilling program are expected to be released in 2026.

●

Crucero Project – a wholly owned subsidiary of the Company holds a 100% interest in the Crucero Project, located in the eastern Cordillera of southeastern Peru in the Department of Puno, Province of Carabaya, District of Crucero. The project is comprised of three mining leases and five exploration concessions with an aggregate area of 4,600 ha. The three mining leases expire on September 18, 2038 and the five exploration concessions require annual tax payments to remain in good standing. During 2025, the Company made announcements on April 23, 2025, June 17, 2025, and August 20, 2025 as part of the Company's previously announced ongoing review and validation of historic assay results, which has continued to show significant antimony mineralization, in conjunction with the known gold mineralization, expanding the project's potential for multi-metal value creation. On February 17, 2026 the Company reported an updated NI 3-101 mineral resource estimate for the Crucero Project which included the modeling of antimony for the first time. For further information please see the technical report titled, "Technical Report, Crucero Project, GoldMining Inc., Carabaya Province, Peru", with an effective date of February 4, 2026, prepared for the Company and available under its profile at SEDAR+ at www.sedarplus.ca.

Other Investments

Gold Royalty Corp.

As of November 30, 2025, the Company owned 21,533,125 common shares (the "GRC Shares") of NYSE American listed, Gold Royalty Corp. ("GRC"). The GRC Shares owned by the Company had a market value of $132.1 million (US$94.5 million) based on the closing price of such securities quoted on NYSE American at November 30, 2025.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

NevGold Corp.

As of November 30, 2025, the Company owned 19,073,350 common shares (the "NevGold Shares") of TSX Venture-listed NevGold Corp. ("NevGold"). The NevGold Shares owned by the Company had a market value of $16.2 million based on the closing price of such securities quoted on the TSX Venture at November 30, 2025.

During the year ended November 30, 2025, the Company sold a total of 7,596,900 NevGold Shares for $2.0 million, net of transaction costs. By August 27, 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 entered into an agreement with NevGold dated August 27, 2025 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 November 30, 2025, the Company owned 84,429,563 AUZ Shares. The AUZ Shares owned by the Company had a market value of $1.3 million (AU$1.4 million) based on the closing price of such securities quoted on the Australian Securities Exchange at November 30, 2025.

The AUZ shares are subject to a six-month escrow provision that expires on February 28, 2026.

U.S. GoldMining

As of November 30, 2025, the Company owned 9,878,261 U.S. GoldMining Shares, or approximately 74.4% of U.S. GoldMining's outstanding shares of common stock and 122,490 warrants to purchase U.S. GoldMining Shares with an exercise price of $13.00 per warrant and expiration date of April 24, 2026. The U.S. GoldMining Shares and warrants owned by the Company had a market value of $136.4 million (US$97.6 million) based on the closing price of such securities quoted on NASDAQ at November 30, 2025.

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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

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

	November 30,
	2025
(in thousands of dollars)	($)
Assets
Cash and cash equivalents		10,193
Restricted cash		60
Prepaid expenses and deposits		122
Other assets		100
Land, property and equipment		1,312
Exploration and evaluation assets		79
		11,866

Liabilities
Accounts payable and accrued liabilities		446
Withholding taxes payable		253
Rehabilitation provisions		461
Lease liability		124
		1,284

Results of Operations

The following discussion and analysis of the Company's financial condition and results of operations for the years ended November 30, 2025, 2024 and 2023 should be read in conjunction with its audited consolidated financial statements and related notes for the year ended November 30, 2025.

Selected Financial Information

The following tables set out selected financial information with respect to the Company's operations for each of the years ended November 30, 2025, 2024 and 2023.


(in thousands of dollars, except per share amounts)	November 30, 2025			November 30, 2024			November 30, 2023
Total assets ($)		237,961			120,961			136,878
Total non-current liabilities ($)		5,452			1,565			2,121
Net loss for the year ($)		(15,332	)		(27,347	)		(30,449	)
Net loss per share, basic and diluted ($)		(0.07	)		(0.13	)		(0.17	)
Weighted average number of shares outstanding, basic and diluted		199,055,992			187,833,126			171,903,909

The Company has not realized any revenues in any of such financial periods and did not declare any dividends during the years ended November 30, 2025, 2024 and 2023.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Selected Operating Results for the Year Ended November 30, 2025, Compared to the Year Ended November 30, 2024

Selected Operating Results			U.S. GoldMining⁽¹⁾									Others⁽²⁾									Consolidated
	For the year ended								For the year ended									For the year ended
	November 30,			November 30,					November 30,			November 30,						November 30,			November 30,
(in millions of dollars)	2025 ($)			2024 ($)		Change ($)			2025 ($)			2024 ($)			Change ($)			2025 ($)			2024 ($)			Change ($)
Operating loss		9.4			12.0		(2.6	)		16.9			13.6			3.3			26.3			25.6			0.7
Consulting fees		0.1			-		0.1			0.4			0.4			-			0.5			0.4			0.1
Directors' fees, employee salaries and benefits		0.6			0.5		0.1			2.2			1.9			0.3			2.8			2.4			0.4
Exploration expenses		4.1			8.0		(3.9	)		4.5			2.5			2.0			8.6			10.5			(1.9	)
General and administrative expenses		2.9			2.0		0.9			5.0			6.3			(1.3	)		7.9			8.3			(0.4	)
Professional fees		0.7			1.0		(0.3	)		2.0			1.0			1.0			2.7			2.0			0.7
Share-based compensation		0.8			0.3		0.5			2.2			2.0			0.2			3.0			2.3			0.7
Share of loss in associate		-			-		-			0.3			1.5			(1.2	)		0.3			1.5			(1.2	)
Recovery on receipt of mineral property option payments		-			-		-			-			(2.3	)		2.3			-			(2.3	)		2.3
Flow-through share recovery		-			-		-			(0.1	)		-			(0.1	)		(0.1	)		-			(0.1	)
Impairment of exploration and evaluation assets		-			-		-			-			0.1			(0.1	)		-			0.1			(0.1	)
Gain on share sales of investment in associate		-			-		-			(0.1	)		-			(0.1	)		(0.1	)		-			(0.1	)
Gain on remeasurement of investment in NevGold		-			-		-			(0.3	)		-			(0.3	)		(0.3	)		-			(0.3	)
Current income tax expense (recovery)		-			-		-			(0.2	)		1.9			(2.1	)		(0.2	)		1.9			(2.1	)
Deferred income tax expense (recovery)		-			-		-			(9.8	)		0.2			(10.0	)		(9.8	)		0.2			(10.0	)
Net loss		9.3			11.4		(2.1	)		6.0			15.9			(9.9	)		15.3			27.3			(12.0	)

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

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

For the year ended November 30, 2025, the Company had an operating loss of $26.3 million, compared to an operating loss of $25.6 million for the year ended November 30, 2024. On a consolidated basis, the increase in operating loss was primarily due to the recovery on receipt of mineral property option payments paid in NevGold Shares in 2024 and increases in consulting fees and employee salaries and benefits, professional fees and share-based compensation, partially offset by decreases in exploration expenses, general and administrative expenses and share of loss in associate.

General and administrative expenses were $7.9 million in the year ended November 30, 2025, compared to $8.3 million in the year ended November 30, 2024. The decrease was primarily the result of lower investor communications, marketing, and insurance expenses, partially offset by increases in office, travel and information technology expenses, and transfer agent and regulatory fees.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $2.8 million in the year ended November 30, 2025, compared to $2.4 million in the year ended November 30, 2024. The increase was primarily due to hiring of additional staff.

Exploration expenses were $8.6 million in the year ended November 30, 2025, compared to $10.5 million in the year ended November 30, 2024. The decrease was primarily the result of lower exploration expenditures at U.S. GoldMining's Whistler Project and the Yarumalito and Rea Projects, partially offset by increased expenditures at the São Jorge, Yellowknife, Titiribi, Crucero, and La Mina Projects. Significant exploration expenditures included a scout drilling program at the Whistler Project, as well as diamond core drilling, RC drilling, and power auger drilling programs at the São Jorge Project.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

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


	For the year ended
	November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Whistler		4,143		8,008
São Jorge		2,559		1,096
Yellowknife		639		84
Titiribi		491		371
Crucero		366		304
La Mina		243		166
Yarumalito		126		291
Rea		39		120
Cachoeira		28		22
Total		8,634		10,462

Non-cash share-based compensation expenses were $3.0 million in the year ended November 30, 2025, compared to $2.3 million in the year ended November 30, 2024. The increase was primarily attributable to higher fair values and a greater number of options granted during the year ended November 30, 2025, reflecting an increase in the Company’s share price, as well as an increase in share-based compensation recognized by U.S. GoldMining, which recorded $0.8 million with respect to the vesting of stock options, restricted share units, and satisfaction of performance based restricted U.S. GoldMining Shares during the year ended November 30, 2025, compared to $0.3 million recorded for the year ended November 30, 2024.

Professional fees were $2.7 million in the year ended November 30, 2025, compared to $2.0 million in the year ended November 30, 2024. The increase was primarily attributable to higher legal and accounting fees related to the Company's ATM Program, reflecting the timing of the ATM Program renewal completed in late December 2024, as well as legal and accounting fees incurred in connection with the ATM Program renewal in 2025, which were largely incurred prior to November 30, 2025. These increases were partially offset by a decrease in legal and accounting services associated with U.S. GoldMining, primarily due to higher legal and accounting fees incurred in the prior year in connection with the filing of a registration statement and the implementation of an ATM Program during the year ended November 30, 2024.

Share of loss in associate was $0.3 million in the year ended November 30, 2025, compared to $1.5 million in the year ended November 30, 2024. The decrease was primarily attributable to a $0.7 million dilution gain arising from NevGold’s brokered private placement financing in May 2025, as well as the derecognition of the investment in associate in August 2025 following the loss of significant influence over NevGold.

For the year ended November 30, 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 year ended November 30, 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.

A recovery on the receipt of a mineral property option payment of $nil was recognized by the Company for the year ended November 30, 2025, compared to $2.3 million in the year ended November 30, 2024. The recovery during the year ended November 30, 2024 resulted from the receipt of NevGold Shares as option payments from NevGold for the Almaden Project, which had a carrying value of $nil.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

For the year ended November 30, 2025, the Company recognized a current income tax recovery of $0.2 million, compared to a current tax expense of $1.9 million for the year ended November 30, 2024. The current income tax expense during the year ended November 30, 2024, resulted from the sale of the Almaden Project to a subsidiary of NevGold.

For the year ended November 30, 2025, the Company recognized a deferred income tax recovery of $9.8 million, compared to a deferred tax expense of $0.2 million for year ended November 30, 2024. The deferred income tax recovery during the year ended November 30, 2025, resulted from the remeasurement of investments at fair value. The deferred income tax expense for the year ended November 30, 2024 resulted from the remeasurement of GRC Shares at fair value. The deferred income tax expense during the year ended November 30, 2024 was net of a deferred tax recovery resulting from reclassifying the deferred tax liability to current upon completion of the NevGold option agreement and disposition of the Almaden Project.

For the year ended November 30, 2025, the Company recorded an unrealized gain on revaluation of short-term and long-term investments of $105.0 million in other comprehensive income, compared to an unrealized loss of $6.3 million for the year ended November 30, 2024, as a result of a decrease in the fair value of its investments. The unrealized gain during the year ended November 30, 2025, and the unrealized loss during the year ended November 30, 2024, were offset by a deferred income tax expense of $14.4 million and deferred tax recovery of $0.8 million, respectively. The investments are measured at fair value with reference to closing foreign exchange rates and the quoted market share prices.

During the year ended November 30, 2025, the Company's net loss was $15.3 million, or $0.07 per share on a basic and diluted basis, of which $13.5 million was attributable to shareholders of the Company and $1.8 million was attributable to non-controlling interests, compared to a net loss of $27.3 million, or $0.13 per share on a basic and diluted basis, of which $25.3 million was attributable to shareholders of the Company and $2.1 million was attributable to non-controlling interests, during the year ended November 30, 2024.

Selected Operating Results for the Three Months Ended November 30, 2025, Compared to the Three Months Ended November 30, 2024

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
	November 30,			November 30,					November 30,			November 30,						November 30,			November 30,
(in millions of dollars)	2025 ($)			2024 ($)		Change ($)			2025 ($)			2024 ($)			Change ($)			2025 ($)			2024 ($)			Change ($)
Operating loss		3.7			4.2		(0.5	)		5.1			5.1			-			8.8			9.3			(0.5	)
Consulting fees		0.1			-		0.1			-			0.1			(0.1	)		0.1			0.1			-
Directors' fees, employee salaries and benefits		0.2			0.2		-			0.8			0.6			0.2			1.0			0.8			0.2
Exploration expenses		2.0			2.7		(0.7	)		1.3			0.7			0.6			3.3			3.4			(0.1	)
General and administrative expenses		1.1			0.9		0.2			1.5			1.4			0.1			2.6			2.3			0.3
Professional fees		0.2			0.3		(0.1	)		0.7			0.2			0.5			0.9			0.5			0.4
Share-based compensation		0.1			0.1		0.0			0.7			-			0.7			0.8			0.1			0.7
Share of loss in associate		-			-		-			-			1.0			(1.0	)		-			1.0			(1.0	)
Flow-through share recovery		-			-		-			(0.1	)		-			(0.1	)		(0.1	)		-			(0.1	)
Impairment of exploration and evaluation assets		-			-		-			-			0.1			(0.1	)		-			0.1			(0.1	)
Current income tax expense (recovery)		-			-		-			(0.2	)		0.1			(0.3	)		(0.2	)		0.1			(0.3	)
Deferred income tax recovery		-			-		-			(0.6	)		(0.1	)		(0.5	)		(0.6	)		(0.1	)		(0.5	)
Net loss		3.7			4.1		(0.4	)		4.0			5.2			(1.2	)		7.7			9.3			(1.6	)

⁽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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

For the three months ended November 30, 2025, the Company had an operating loss of $8.8 million, compared to an operating loss of $9.3 million for the same period of 2024. On a consolidated basis, the decrease in operating loss was primarily the result of a decrease in share of loss in associate, offset by increases in director’s fees, employee salaries and benefits, general and administrative expenses, professional fees, and share-based compensation.

General and administrative expenses were $2.6 million for the three months ended November 30, 2025, compared to $2.3 million for the three months ended November 30, 2024. The increase was primarily the result of higher office, travel and information technology expenses, and transfer agent and regulatory fees.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $1.0 million for the three months ended November 30, 2025, compared $0.8 million for the same period in 2024. The increase was primarily due to hiring of additional staff.

Exploration expenses were $3.3 million for the three months ended November 30, 2025, compared to $3.4 million for the same period in 2024. The decrease was primarily driven by lower exploration expenditures at U.S. GoldMining's Whistler Project and the Yarumalito and Rea Projects, partially offset by increased expenditures at the São Jorge, Yellowknife, and La Mina Projects. Significant exploration expenditures included a scout drilling program at the Whistler Project, as well as diamond core drilling, RC drilling, and power auger drilling programs at the São Jorge Project.

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


	For the three months ended
	November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Whistler		2,013		2,737
São Jorge		702		264
Yellowknife		322		63
Titiribi		111		99
La Mina		97		43
Yarumalito		24		111
Crucero		23		6
Rea		5		52
Cachoeira		3		9
Total		3,300		3,384

Non-cash share-based compensation expenses were $0.8 million during the three months ended November 30, 2025, compared to $0.1 million during the three months ended November 30, 2024. The increase was primarily attributable to higher fair values and a greater number of options granted during the three months ended November 30, 2025, reflecting an increase in the Company's share price.

Professional fees were $0.9 million during the three months ended November 30, 2025, compared to $0.5 million during the three months ended November 30, 2024. The increase was primarily attributable to higher legal and accounting fees related to the Company's ATM programs, reflecting the timing of the ATM program renewal completed in late December 2024, as well as legal and accounting fees incurred in connection with the ATM program renewal in 2025, which were largely incurred prior to November 30, 2025.

Share of loss in associate was $nil during the three months ended November 30, 2025, compared to $1.0 million during the three months ended November 30, 2024. The decrease in share of loss in associate was primarily the result of derecognition of investment in associate in August 2025 following the loss of significant influence over NevGold.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

In the three months ended November 30, 2025, the Company recognized a flow-through share recovery of $0.1 million, compared to $nil for the same period in 2024 in relation to flow-through shares issued by it in June 2025. Pursuant to that financing, the Company issued 373,135 GoldMining Shares, intended to qualify as "flow-through shares" under the Income Tax Act (Canada) at a price of $1.34 per share. The gross proceeds of $0.5 million from such offering were spent on qualifying expenditures on the Company's Yellowknife Gold Project during the year ended November 30, 2025.

In the three months ended November 30, 2025, the Company recognized a loss on impairment of exploration and evaluation assets of $nil, compared to $0.1 million for the same period in 2024 for its Surubim Project.

For the three months ended November 30, 2025, the Company recognized a deferred income tax recovery of $0.6 million, compared to $0.1 million for the three months ended November 30, 2024. The deferred income tax recovery for the three months ended November 30, 2025 and 2024 resulted from the remeasurement of investments at fair value.

For the three months ended November 30, 2025, the Company recorded an unrealized gain on revaluation of short-term and long-term investments of $36.1 million in other comprehensive income, compared to $0.8 million for the three months ended November 30, 2024, as a result of an increase in the fair value of its investments. The unrealized gains during the three months ended November 30, 2025 and 2024, respectively, were offset by deferred income tax expenses of $5.2 million and $0.1 million respectively. The investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

During the three months ended November 30, 2025, the Company's net loss was $7.7 million, or $0.04 per share on a basic and diluted basis, of which $6.9 million was attributable to shareholders of the Company and $0.8 million was attributable to non-controlling interests, compared to a net loss of $9.4 million, or $0.04 per share on a basic and diluted basis, of which $8.7 million was attributable to shareholders of the Company and $0.7 million was attributable to non-controlling interests during the three months ended November 30, 2024.

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)	($)			($)
November 30, 2025		(7,722	)		(0.04	)
August 31, 2025		(103	)		(0.00	)
May 31, 2025		(2,616	)		(0.01	)
February 28, 2025		(4,891	)		(0.02	)
November 30, 2024		(9,396	)		(0.04	)
August 31, 2024		(9,480	)		(0.05	)
May 31, 2024		(5,692	)		(0.03	)
February 29, 2024		(2,779	)		(0.01	)

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. Net loss for the three month periods ended August 31, 2025 and May 31, 2025 was lower than in other quarters, primarily due to higher deferred tax recoveries related to the Company's long-term investments, as well as a dilution gain on its investment in associate. Net loss was higher during the three month periods ended November 30, 2025, November 30, 2024, and August 31, 2024, primarily due to U.S. GoldMining's exploration programs 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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

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 $10.3 million and other assets of $1.6 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 November 30,		As at November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Cash and cash equivalents		24,937		11,880
Working capital		24,674		9,081
Short-term investments		1,383		18
Long-term investments		148,303		38,906
Total assets		237,961		120,961
Total current liabilities		2,910		4,235
Accounts payable and accrued liabilities		2,171		1,602
Total non-current liabilities		5,452		1,565
Shareholders' equity		226,793		113,759
Non-controlling interests		2,806		1,402

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 November 30, 2025, the Company had cash and cash equivalents totalling $24.9 million compared to $11.9 million at November 30, 2024, and $2.6 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 $10.2 million compared to $5.5 million at November 30, 2024, and $1.7 million in other current assets held by U.S. GoldMining compared to $0.5 million at November 30, 2024.

The increase in cash and cash equivalents was primarily the result of operating expenditures offset by cash proceeds from the ATM Program, the U.S. GoldMining ATM Program and sales of NevGold Shares during the year ended November 30, 2025. As of November 30, 2025, the Company had long-term investments of $148.3 million, compared to $38.9 million at November 30, 2024 and short-term investments of $1.4 million compared to $0.0 million at November 30, 2024. The increase in the fair value of long-term investments was primarily the result of increases in the market prices of GRC and NevGold Shares, and the reclassification of the Company's NevGold Shares from investment in associate to long-term investments during the year ended November 30, 2025. The increase in the fair value of short-term investments was primarily due to the receipt of AUZ Shares under the Earn-In-Agreement and an increase in the market price of AUZ Shares during the year ended November 30, 2025.

The Company had accounts payable and accrued liabilities of $2.2 million as of November 30, 2025, compared to $1.6 million at November 30, 2024. As of November 30, 2025, the Company had working capital (current assets less current liabilities) of $24.7 million compared to $9.1 million at November 30, 2024. As of November 30, 2025, U.S. GoldMining had working capital of $9.7 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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

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 November 30, 2025, including payments due for each of the next five years and thereafter.

Contractual Obligations	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		After 5 years
(in thousands of dollars)	($)		($)		($)		($)		($)
Office and Storage Leases		770		384		386		-		-
Land Access Agreements		7		7		-		-		-
Total Contractual Obligations		777		391		386		-		-

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 three years. These leased facilities include those of U.S. GoldMining.

Credit Facility

Commitments

Boa Vista Joint Venture Project

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

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp., a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold 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.

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3.62 million in September 2018 to the counterparty thereunder. This was subsequently amended, whereby GT paid R$0.22 million ($0.06M) in December 2023 to maintain the option to acquire 100% of the Boa Vista Project mineral rights. The due date to pay the remaining balance of R$3.0 million ($0.79 million) (the "Final Payment") was June 30, 2024. In June 2024 GT extended the option to make the Final Payment on June 30, 2025 by making a payment of R$0.21 million ($0.05 million).

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

In addition, GT must make a bonus payment of US$1,500,000 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.

See "Recent Developments – Option of Boa Vista Project ".

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 ANM granting a mining concession over certain exploration concessions.

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. In September 2025, after revision from the mining cadaster, ANM changed the title number of the integrated concession to contract HHMM-04 with no other changes material or otherwise to the original contract.

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

The following table summarizes cash flow activities during the years ended November 30, 2025 and 2024:

	For the year ended			For the year ended
	November 30, 2025			November 30, 2024
(in thousands of dollars)	($)			($)
Cash used in operating activities		(23,218	)		(22,528	)
Cash generated from (used in) investing activities		2,036			(1,044	)
Cash generated from financing activities		34,381			13,352

Effect of exchange rate changes on cash		(204	)		515

Net increase (decrease) in cash and cash equivalents and restricted cash		12,995			(9,705	)
Cash and cash equivalents and restricted cash
Beginning of year		12,002			21,707
End of year		24,997			12,002

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

As of November 30, 2025, the Company had cash and cash equivalents and restricted cash totalling $25.0 million compared to $12.0 million at November 30, 2024. The net increase for the year was primarily due to the increase in cash generated from financing activities of $34.4 million, compared to $13.4 million for the year ended November 30, 2024. The net increase was offset by the increase in cash used in operating activities of $23.2 million, compared to $22.5 million during the year ended November 30, 2024.

Operating Activities

	For the year ended			For the year ended
	November 30, 2025			November 30, 2024
(in thousands of dollars)	($)			($)
Net loss for the year		(15,332	)		(27,347	)
Adjustments for items not involving cash:
Depreciation		346			331
Others		117			172
Share-based compensation		2,966			2,298
Share of loss in associate		346			1,458
Gain on share sales of investment in associate		(149	)		-
Gain on remeasurement of investment in NevGold		(337	)		-
Flow-through recovery		(101	)		-
Deferred income tax expense (recovery)		(9,844	)		168
Impairment of exploration and evaluation assets		-			74
Recovery on the receipt of mineral property option payments		-			(2,260	)
Net changes in non-cash working capital items:
Other assets		(88	)		228
Incomes taxes receivable		(158	)		-
Prepaid expenses and deposits		338			486
Accounts payable and accrued liabilities		587			(156	)
Incomes taxes payable		(1,903	)		1,985
Due to related parties		(6	)		35
Cash used in operating activities		(23,218	)		(22,528	)

Net cash used in operating activities during the year ended November 30, 2025, was $23.2 million, compared to $22.5 million during the year ended November 30, 2024. Significant operating expenditures during the current fiscal year included general and administrative expenses of $7.9 million (2024: $8.3 million), directors' fees, employee salaries and benefits of $2.8 million (2024: $2.4 million), professional fees of $2.7 million (2024: $2.0 million) and exploration expenditures of $8.6 million (2024: $10.5 million).

Net cash used in operating activities were primarily offset by non-cash items including share-based compensation of $3.0 million, compared to $2.3 million during the year ended November 30, 2024, share of loss on investment in associate of $0.3 million, compared to $1.5 million during the year ended November 30, 2024, depreciation charge of $0.3 million, compared to $0.3 million during the year ended November 30, 2024, deferred income tax recovery of $9.8 million, compared to a deferred income tax expense of $0.2 million during the year ended November 30, 2024, and a gain on remeasurement of investment in NevGold of $0.3 million, compared to $nil during the year ended November 30, 2024.

Non-cash working capital used $1.2 million (2024: provided $2.6 million) during the year ended November 30, 2025 mainly due to the decrease in income taxes payable, which was primarily attributed to the sale of the Almaden Project.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Investing Activities

	For the year ended			For the year ended
	November 30, 2025			November 30, 2024
(in thousands of dollars)	($)			($)
Investment in exploration and evaluation assets		-			(306	)
Net proceeds from share sales of investment in associate		1,180			-
Net proceeds from share sales of long-term investment		858			-
Purchase of securities		-			(190	)
Proceeds recceived from earn-in agreement		55			-
Investment in joint venture		(57	)		(206	)
Purchase of equipment		-			(243	)
Royalty buy-down		-			(99	)
Cash generated from (used in) investing activities		2,036			(1,044	)

Net cash generated from investing activities during the year ended November 30, 2025 was $2.0 million, compared to net cash used in investing activities of $1.0 million during the year ended November 30, 2024. Net cash generated from investing activities during the year ended November 30, 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 year ended November 30, 2025 was primarily related to investment in joint venture of $0.1 million. Net cash used in investing activities during the year ended November 30, 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

	For the year ended			For the year ended
	November 30, 2025			November 30, 2024
(in thousands of dollars)	($)			($)
Net proceeds from At-the-Market offering, net of issuance costs		20,786			12,786
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		12,770			637
Proceeds from US GoldMining warrant exercises, net of issuance costs		-			5
Proceeds from flow-through share issuance		500			-
Proceeds from common shares issued upon exercise of options		444			34
Payment of lease liabilities		(119	)		(110	)
Cash generated from financing activities		34,381			13,352

Net cash provided by financing activities during the year ended November 30, 2025, was $34.4 million, compared to $13.4 million during the year ended November 30, 2024. Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the year ended November 30, 2025 in the amount of $20.8 million, compared to $12.8 million during the year ended November 30, 2024, net proceeds received from U.S. GoldMining's ATM Program of $12.8 million, compared to $0.6 million during the year ended November 30, 2024, proceeds from flow-through share issuance in the amount of $0.5 million, compared to $nil during the year ended November 30, 2024 and proceeds from common shares issued upon exercise of options of $0.4 million, compared to $0.0 million during the year ended 30 November, 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.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Transactions with Related Parties

Related Party Transactions

During the year ended November 30, 2025, the Company incurred related party transactions of $0.02 million, compared to $0.4 million for the year ended November 30, 2024. These consisted of 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 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.

Related party transactions are based on the amounts agreed to by the parties. During the year ended November 30, 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 year ended
	November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Management fees		295		295
Director and officer fees		595		632
Share-based compensation		1,401		1,135
Total		2,291		2,062

As at November 30, 2025, $0.3 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 (the "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

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 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.

Management's Discussion and Analysis

For the year ended November 30, 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 November 30,		As at November 30,
	2025		2024
(in thousands of dollars)	($)		($)
Assets
United States Dollar		156,047		46,417
Australian Dollar		1,313		-
Brazilian Real		-		27
Colombian Peso		307		428
Total		157,667		46,872

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.2 million.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at November 30, 2025 would have an impact, net of tax, of approximately $11.4 million on other comprehensive income for the year ended November 30, 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 November 30, 2025 would have an impact of $2.4 million on net loss for the year ended November 30, 2025.

Interest Rate Risk

Credit Risk

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 November 30, 2025, the Company has working capital (current assets less current liabilities) of $24.7 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 $10.3 million and other assets of $1.6 million are not available for use by GoldMining or other subsidiaries of GoldMining.

As of November 30, 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 122,490 warrants	$136.4 million (US$97.6 million)⁽²⁾
Gold Royalty Corp.	NYSE American	21,533,125 shares	$132.1 million (US$94.5 million)
NevGold	TSX-V	19,073,350 shares	$16.2 million⁽³⁾
Australian Mines Limited	ASX	84,429,563 shares	$1.3 million (AU$1.4 million)⁽⁴⁾
Galleon Gold Corp.	TSX-V	100,000 shares	$0.1 million

⁽¹⁾	Market values based upon the closing price of the applicable securities as of November 30, 2025.

⁽²⁾	Includes fair value ofwarrants 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 Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at November 30, 2025, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $12.9 million on other comprehensive income for the year ended November 30, 2025.

Outstanding Share Data

As of the date hereof, the Company has 213,757,471 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

Share Options

The following options to purchase GoldMining Shares are outstanding as of the date hereof, with each option exercisable into one GoldMining Share at the exercise prices set forth below:

Expiry Date	Exercise/Grant Price ($)		Number Outstanding
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,302,500
November 24, 2026		1.84		140,000
December 07, 2026		1.57		25,000
January 17, 2027		1.98		18,945
January 18, 2027		2.01		50,000
April 07, 2027		2.07		100,000
June 20, 2027		1.46		25,000
July 15, 2027		1.18		75,000
November 24, 2027		1.60		3,818,000
May 08, 2028		1.45		50,000
May 24, 2028		1.34		75,000
November 04, 2028		1.09		2,875,000
December 01, 2028		1.22		240,000
January 16, 2029		1.14		50,000
November 27, 2029		1.19		2,202,500
March 14, 2030		1.24		250,000
November 28, 2030		1.94		2,779,000
December 03, 2030		1.97		50,000
January 23, 2031		2.34		100,000
February 16, 2031		2.07		100,000
				15,425,945

Restricted Share Rights

As of the date of this MD&A, 347,411 restricted share rights to acquire 347,411 GoldMining Shares are outstanding.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Management's Report on Internal Control Over Financial Reporting

Disclosure Controls and Procedures

Disclosure controls and procedures ("DC&P") are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the CEO and the CFO, on a timely basis so that appropriate decisions can be made regarding public disclosure.

As of the end of the period covered by this MD&A, management of the Company, with the participation of the CEO and CFO, evaluated the effectiveness of the Company's DC&P as required by Canadian National Instrument 52–109 – Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52–109"). The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on that evaluation, the CEO and CFO have concluded that, as of November 30, 2025, the DC&P (as defined in NI 52-109) were effective to provide reasonable assurance that information required to be disclosed in the Company's annual and interim filings and other reports filed or submitted under applicable securities laws, is recorded, processed, summarized and reported within time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Management, with the participation of its CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") as such term is defined in Canada under NI 52-109. The Company's ICFR is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting for external purposes in accordance with IFRS as issued by the IASB. The Company's ICFR include policies and procedures that:

●

maintain records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;

●

provide reasonable assurance that transactions are recorded as necessary for preparation of financial statements in accordance with IFRS as issued by IASB;

●

provide reasonable assurance that the Company's receipts and expenditures are made only in accordance with authorizations of management and the Company's Directors; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.

The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness for 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 Company uses the 2013 Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission as the basis for assessing its ICFR. Management performed an evaluation of the Company's ICFR and concluded that, as of November 30, 2025, ICFR were designed and operating effectively so as to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

GoldMining Inc.

Management's Discussion and Analysis

For the year ended November 30, 2025

Limitations on Controls and Procedures

The Company's management, including the CEO and CFO, believes that any DC&P or ICFR, no matter how well conceived and operated, may not prevent or detect all misstatements because of inherent limitations. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system is also based in part upon certain future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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.

Source: View Original Filing on SEC EDGAR

FAQ

What did U.S. GoldMining (USGO) disclose in this current report?

U.S. GoldMining furnished GoldMining Inc.’s audited financial statements for 2025 and 2024 and the 2025 MD&A. These documents include unaudited financial information for U.S. GoldMining, provided for informational purposes and explicitly not prepared as a primary basis for investment decisions.

How did GoldMining Inc. perform financially for the year ended November 30, 2025?

GoldMining reported a net loss of $15.33 million for 2025 but total comprehensive income of $76.17 million. The swing to positive comprehensive income was mainly due to $104.29 million of unrealized gains on long‑term investments recorded in other comprehensive income.

What is GoldMining Inc.’s balance sheet position as of November 30, 2025?

As of November 30, 2025, GoldMining held total assets of $237.96 million and total equity of $229.60 million. Cash and cash equivalents were $24.94 million, supported by substantial long‑term investments valued at $148.30 million and exploration and evaluation assets of $58.00 million.

What key financial figures were reported for U.S. GoldMining within the consolidated statements?

U.S. GoldMining reported total assets of $11.87 million, including cash and cash equivalents of $10.19 million and exploration and evaluation assets of $79 thousand. Total liabilities were $1.28 million, consisting mainly of accounts payable, rehabilitation provisions, withholding taxes payable, and lease liabilities.

How did U.S. GoldMining (USGO) raise capital during the year ended November 30, 2025?

U.S. GoldMining accessed its at‑the‑market equity program, selling 810,472 common shares for gross proceeds of $13.12 million (US$9.36 million). This followed a smaller 2024 issuance and provided additional funding for Whistler Project exploration and general corporate purposes.

What caution did U.S. GoldMining give about the financial information included from GoldMining?

The company cautioned that the GoldMining financial statements and MD&A were prepared solely for GoldMining’s reporting requirements. U.S. GoldMining emphasized its own 2025 year‑end close is not complete, so the included financial information is preliminary and may materially differ from final reported results.

How significant are GoldMining’s equity investments to its 2025 results?

GoldMining’s long‑term investments, primarily in Gold Royalty Corp. and NevGold, had a fair value of $148.30 million at November 30, 2025. Unrealized gains on these investments contributed $104.29 million to other comprehensive income, driving total comprehensive income far above the reported net loss.

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GoldMining (NASDAQ: USGO) highlights 2025 loss, big investment gains

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What did U.S. GoldMining (USGO) disclose in this current report?

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What key financial figures were reported for U.S. GoldMining within the consolidated statements?

How did U.S. GoldMining (USGO) raise capital during the year ended November 30, 2025?

What caution did U.S. GoldMining give about the financial information included from GoldMining?

How significant are GoldMining’s equity investments to its 2025 results?

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GoldMining (NASDAQ: USGO) highlights 2025 loss, big investment gains

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What did U.S. GoldMining (USGO) disclose in this current report?

How did GoldMining Inc. perform financially for the year ended November 30, 2025?

What is GoldMining Inc.’s balance sheet position as of November 30, 2025?

What key financial figures were reported for U.S. GoldMining within the consolidated statements?

How did U.S. GoldMining (USGO) raise capital during the year ended November 30, 2025?

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