What major equity investments are highlighted in the U.S. GoldMining (USGO) related disclosure?

GoldMining’s long-term investment in Gold Royalty Corp. had a fair value of $137.24 million at February 28, 2026. It also held short-term equity positions in NevGold, Australian Mines and Galleon Gold, plus a 74.2% interest in U.S. GoldMining itself.

U.S. GoldMining (NASDAQ: USGO) shares Q1 2026 loss and cash details

Q: What were GoldMining’s key financial results included in U.S. GoldMining (USGO)’s 8-K?

GoldMining reported a net loss of $7.25 million for the three months ended February 28, 2026. Operating expenses rose to $7.29 million, mainly from exploration and share-based compensation, while unrealized investment gains drove total comprehensive income of $3.56 million.

Q: What is GoldMining’s cash position as shown in the U.S. GoldMining (USGO) filing?

GoldMining held $26.11 million in cash and cash equivalents as of February 28, 2026. It also reported working capital of $52.78 million, supported by proceeds from its at-the-market equity program and liquid equity investments.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. filed a Form 8-K to furnish its parent GoldMining Inc.’s unaudited IFRS interim financial statements and MD&A for the three months ended February 28, 2026, which include certain financial information for U.S. GoldMining.

GoldMining reported a net loss of $7.25 million, driven by higher exploration expenses of $1.58 million and share-based compensation of $1.86 million, partly offset by interest income. However, strong unrealized gains on equity investments of $14.04 million produced total comprehensive income of $3.56 million.

GoldMining ended the quarter with cash and cash equivalents of $26.11 million and working capital of $52.78 million, supported by issuing 4,287,500 shares under its at-the-market program for gross proceeds of $9.32 million. The filing emphasizes that the statements are unaudited, prepared under IFRS rather than U.S. GAAP, preliminary, and not intended as a standalone basis for investment decisions.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Net loss: $7.25M Total comprehensive income: $3.56M Cash and cash equivalents: $26.11M +5 more

8 metrics

Net loss $7.25M Net loss for the three months ended February 28, 2026

Total comprehensive income $3.56M Total comprehensive income for the three months ended February 28, 2026

Cash and cash equivalents $26.11M Balance as of February 28, 2026

Working capital $52.78M Current assets minus current liabilities as of February 28, 2026

ATM shares issued 4,287,500 shares GoldMining shares sold under 2025 ATM Program in the quarter

ATM gross proceeds $9.32M Gross proceeds from 4,287,500 ATM shares in the quarter

Gold Royalty Corp. investment $137.24M Fair value of GoldMining’s GRC shares at February 28, 2026

Ownership in U.S. GoldMining 74.2% GoldMining’s percentage of U.S. GoldMining common shares outstanding

Key Terms

at-the-market equity program, flow-through shares, FVTOCI, restricted share rights, +2 more

6 terms

at-the-market equity program financial

"the Company’s current at-the-market equity program (the "ATM Program") commenced in December 2025"

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

flow-through shares financial

"completed a non-brokered private placement of 373,135 common shares, which qualify as flow-through shares"

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

FVTOCI financial

"equity securities held in NevGold, Galleon Gold and Australian Mines measured at FVTOCI"

non-controlling interests financial

"Non-controlling interests in U.S. GoldMining’s net assets totaled $2,514 as at February 28, 2026"

An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.

preliminary economic assessment financial

"announced results of a positive initial economic assessment (the "PEA") on the Whistler Project"

A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.

Understanding 8-K Material Events →

04/10/2026 - 05:11 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): April 10, 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 April 10, 2026, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed a Report of Foreign Private Issuer on Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three months ended February 28, 2026 and 2025 (the “Financial Statements”), and management’s discussion and analysis for the three months ended February 28, 2026 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the three months ended February 28, 2026.

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

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

Cautionary Statement Regarding the Financial Statements and MD&A

The Company cautions investors and potential investors not to place undue reliance upon the financial information of the Company contained in the Financial Statements and MD&A, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Financial Statements and MD&A are limited in scope, cover a limited time period and have been prepared solely for the purpose of GoldMining’s reporting requirements. The Financial Statements and MD&A were not audited by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the financial information of the Company disclosed in the Financial Statements and MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended March 31, 2026, as such the information contained in the Financial Statements and MD&A is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company’s actual results for the quarterly period covered in part by the Financial Statements and MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and MD&A also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Financial Statements and MD&A should not be viewed as indicative of future results.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Condensed consolidated interim financial statements of GoldMining Inc. for the three months ended February 28, 2026 and 2025 (unaudited).
99.2		Management’s discussion and analysis of GoldMining Inc. for the three months ended February 28, 2026.
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: April 10, 2026	U.S. GOLDMINING INC.

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

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 28, 2026 AND 2025

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GOLDMINING INC.

Condensed Consolidated Interim Statements of Financial Position

As at February 28, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			As at February 28,			As at November 30,
	Notes		2026			2025
			($)			($)
Assets
Current assets
Cash and cash equivalents		3		26,106			24,937
Restricted cash				-			60
Restricted deposits		4		1,309			-
Income taxes receivable				339			158
Prepaid expenses and deposits				766			555
Short-term investments		5		26,480			1,383
Other assets				495			491
				55,495			27,584
Non-current assets
Reclamation deposits				494			494
Exploration and evaluation assets		6		57,265			57,998
Land, property and equipment		7		3,086			2,953
Investment in joint venture				637			629
Long-term investments		8		137,241			148,303
				254,218			237,961

Liabilities
Current liabilities
Accounts payable and accrued liabilities				2,227			2,171
Due to joint venture				29			29
Due to related parties		12		24			268
Lease liabilities				102			100
Income taxes payable				89			89
Withholding taxes payable				247			253
				2,718			2,910
Non-current liabilities
Lease liabilities				173			199
Rehabilitation provisions				1,326			1,327
Deferred tax liability				5,852			3,926
				10,069			8,362

Equity
Issued capital		9		223,792			214,387
Reserves		9		15,278			14,786
Share issuance obligation				142			498
Accumulated deficit				(13,272	)		(7,703	)
Accumulated other comprehensive income				15,695			4,825
Total equity attributable to shareholders of the Company				241,635			226,793
Non-controlling interests		10		2,514			2,806
				244,149			229,599
				254,218			237,961

Commitments (Note 14)

Approved and authorized for issue by the Board of Directors on April 10, 2026.

/s/ "David Kong"

/s/ "Pat Obara"

David Kong

Director

Pat Obara

Chief Financial Officer

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

GoldMining Inc.
Condensed Consolidated Interim Statements of Comprehensive Income
For the three months ended February 28, 2026 and 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			For the three months ended
			February 28,
	Notes		2026			2025
			($)			($)
Operating expenses
Consulting fees				108			68
Depreciation		7		89			88
Directors' fees, employee salaries and benefits		12		813			595
Exploration expenses		6		1,578			531
General and administrative				2,187			2,018
Professional fees				647			951
Share-based compensation		9, 10		1,863			1,097
Share of loss in associate				-			232
Share of loss on investment in joint venture				-			5
				7,285			5,585
Operating loss				(7,285	)		(5,585	)

Other items
Interest income				223			86
Other expenses				(17	)		(15	)
Net foreign exchange gain (loss)				(420	)		44
Net loss for the period before taxes				(7,499	)		(5,470	)
Current income tax recovery				-			117
Deferred income tax recovery				253			462
Net loss for the period				(7,246	)		(4,891	)

Attributable to:
Shareholders of the Company				(6,641	)		(4,546	)
Non-controlling interests				(605	)		(345	)
Net loss for the period				(7,246	)		(4,891	)


Other comprehensive income (loss)
Items not subsequently reclassified to net income or loss:
Unrealized gain on short-term investments		5		302			8
Unrealized gain on long-term investments		8		13,733			3,444
Deferred tax expense on investments				(2,222	)		(465	)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments				(1,007	)		2,125
Total comprehensive income for the period				3,560			221

Attributable to:
Shareholders of the Company				4,229			522
Non-controlling interests		10		(669	)		(301	)
Total comprehensive income for the period				3,560			221

Net loss per share, basic and diluted				(0.03	)		(0.02	)

Weighted average number of shares outstanding, basic and diluted				211,811,720			195,162,830

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

GoldMining Inc.
Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended February 28, 2026 and 2025
(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

																Accumulated			Attributable
										Share						Other			to Shareholders			Non-
		Number of		Issued						Issuance						Comprehensive			of the			Controlling
	Notes	Shares		Capital			Reserves			Obligation			Deficit			Income (Loss)			Company			Interests			Total
				($)			($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2024			194,740,857		190,785			14,050			91			(4,436	)		(86,731	)		113,759			1,402			115,161
Restricted share rights vested	9		75,899		93			(205	)		112			-			-			-			-			-
US GoldMining
Options exercised			-		-			-			-			(2	)		-			(2	)		2			-
At-the-Market offering:
Common shares issued for cash			-		-			-			-			142			-			142			39			181
Agents' fees and issuance costs			-		-			-			-			(4	)		-			(4	)		(1	)		(5	)
At-the-Market offering:
Common shares issued for cash	9		1,118,400		1,286			-			-			-			-			1,286			-			1,286
Agents' fees and issuance costs			-		(32	)		-			-			-			-			(32	)		-			(32	)
Share-based compensation	9		-		-			739			-			291			-			1,030			67			1,097
Other comprehensive income			-		-			-			-			-			5,068			5,068			44			5,112
Net loss for the period			-		-			-			-			(4,546	)		-			(4,546	)		(345	)		(4,891	)
Balance at February 28, 2025			195,935,156		192,132			14,584			203			(8,555	)		(81,663	)		116,701			1,208			117,909
Options exercised	9		656,751		956			(512	)		-			-			-			444			-			444
Restricted share rights vested	9		368,545		462			(757	)		295			-			-			-			-			-
US GoldMining
Options exercised			-		-			-			-			(1	)		-			(1	)		1			-
Restricted share rights vested			-		-			-			-			(3	)		-			(3	)		3			-
At-the-Market offering:
Common shares issued for cash			-		-			-			-			9,793			-			9,793			3,147			12,940
Agents' fees and issuance costs			-		-			-			-			(266	)		-			(266	)		(80	)		(346	)
At-the-Market offering:
Common shares issued for cash	9		11,915,093		20,033			-			-			-			-			20,033			-			20,033
Agents' fees and issuance costs			-		(501	)		-			-			-			-			(501	)		-			(501	)
Common shares issued in flow-through share financing			373,135		399			-			-			-			-			399			-			399
Share-based compensation	9		-		-			1,471			-			314			-			1,785			84			1,869
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)			-		-			-			-			-			86,435			86,435			(48	)		86,387
Net loss for the period			-		-			-			-			(8,932	)		-			(8,932	)		(1,509	)		(10,441	)
Balance at November 30, 2025			209,248,680		214,387			14,786			498			(7,703	)		4,825			226,793			2,806			229,599
Options exercised	9		25,962		24			(24	)		-			-			-			-			-			-
Restricted share rights vested	9		195,329		232			(325	)		(356	)		-			-			(449	)		-			(449	)
US GoldMining
Warrants exercised			-		-			-			-			3			-			3			1			4
Restricted share rights vested			-		-			-			-			(3	)		-			(3	)		3			-
At-the-Market offering:
Common shares issued for cash	10		-		-			-			-			309			-			309			127			436
Agents' fees and issuance costs	10		-		-			-			-			(10	)		-			(10	)		(3	)		(13	)
At-the-Market offering:
Common shares issued for cash	9		4,287,500		9,319			-			-			-			-			9,319			-			9,319
Agents' fees and issuance costs	9		-		(233	)		-			-			-			-			(233	)		-			(233	)
Share-based compensation	9, 10		-		-			841			-			773			-			1,614			249			1,863
Deferred tax benefits of share issuance costs			-		63			-			-			-			-			63			-			63
Other comprehensive income (loss)			-		-			-			-			-			10,870			10,870			(64	)		10,806
Net loss for the period			-		-			-			-			(6,641	)		-			(6,641	)		(605	)		(7,246	)
Balance at February 28, 2026			213,757,471		223,792			15,278			142			(13,272	)		15,695			241,635			2,514			244,149

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

GoldMining Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the three months ended February 28, 2026 and 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the three months ended
	February 28,
	2026			2025
	($)			($)
Operating activities
Net loss for the period		(7,246	)		(4,891	)
Adjustments for non-cash items:
Depreciation		89			88
Share-based compensation		1,863			1,097
Share of loss in associate		-			232
Deferred income tax recovery		(253	)		(462	)
Others		17			22
Net changes in non-cash working capital items:
Other assets		(4	)		(20	)
Incomes taxes receivable		(181	)		-
Prepaid expenses and deposits		(211	)		(283	)
Accounts payable and accrued liabilities		(233	)		369
Incomes taxes payable		-			(58	)
Due to related parties		(244	)		(253	)
Cash used in operating activities		(6,403	)		(4,159	)

Investing activities
Payments for restricted deposits		(1,309	)		-
Cash used in investing activities		(1,309	)		-

Financing activities
Net proceeds from At-the-Market offering, net of issuance costs		9,086			1,254
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		423			176
Proceeds from US GoldMining warrant exercises, net of issuance costs		4			-
Cash paid for withholding taxes on restricted share rights vested		(449	)		-
Payment of lease liabilities		(30	)		(30	)
Cash generated from financing activities		9,034			1,400

Effect of exchange rate changes on cash		(213	)		111

Net increase (decrease) in cash and cash equivalents and restricted cash		1,109			(2,648	)
Cash and cash equivalents and restricted cash
Beginning of period		24,997			12,002
End of period		26,106			9,354


Supplemental cash flow disclosure:
Purchase of equipment included in accounts payable		288			-
Cash paid for income taxes		109			-

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

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at February 28, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

1.	Corporate Information

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

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

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

2.	Basis of Preparation

2.1

Statement of Compliance

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

The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in Note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2025 and 2024. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.

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

The Company's condensed consolidated interim financial statements for the three months ended February 28, 2026, were authorised for issue by the Company's Board of Directors on April 10, 2026.

2.2

Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim 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 condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.

2.3

New Accounting Standards Issued but not effective

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.

3.	Cash and Cash Equivalents

	February 28,		November 30,
	2026		2025
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		2,495		4,396
Term deposits		23,611		20,541
Total		26,106		24,937

4.	Restricted deposits

	February 28,		November 30,
	2026		2025
	($)		($)
Restricted deposits consists of:
Guaranteed investment certificate		1,250		-
Term deposits held as security for corporate credit cards		59		-
Total		1,309		-

On January 19, 2026, a subsidiary of the Company entered into a $1,250 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 $985 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.

5.	Short-term investments

As of February 28, 2026, the Company's short-term investments consist of equity securities held in NevGold Corp. ("NevGold"), Galleon Gold Corp. ("Galleon") and Australian Mines Limited ("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 an initial fair value of $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project.

The following tables outline the movement of the Company's short-term investments during the three months ended February 28, 2026, and year ended November 30, 2025:

	As at February 28,		As at November 30,						As at February 28,
	2026		2025						2026
	Number of shares		Fair value ($)		Unrealized Gains (FVTOCI) ($)		Reclassified from long-term investments ($)		Fair Value ($)
Investment in AUZ		84,429,563		1,313		253		-		1,566
Investment in Galleon		100,000		70		49		-		119
Investment in NevGold⁽¹⁾		19,073,350		-		-		24,795		24,795
				1,383		302		24,795		26,480

	As at November 30,		As at November 30,						As at November 30,
	2025		2024						2025
	Number of shares		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

⁽¹⁾On February 28, 2026, investment in NevGold with a fair value of $24,795 (Note 8) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027

6.	Exploration and Evaluation Assets

	For the three months ended
	February 28,
	2026			2025
	($)			($)

Balance at the beginning of period		57,998			56,547
Change in reclamation estimate		(1	)		(8	)
Foreign currency translation adjustments		(732	)		1,767
Balance at the end of period		57,265			58,306

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

	February 28,		November 30,
	2026		2025
	($)		($)
La Mina		15,329		15,695
Titiribi		12,239		12,531
Yellowknife		7,418		7,419
Crucero		7,279		7,452
Cachoeira		6,255		6,171
São Jorge		5,270		5,199
Yarumalito		1,695		1,733
Whistler		1,078		1,104
Surubim		258		254
Batistão		237		234
Montes Áureos and Trinta		180		178
Rea		27		28
Total		57,265		57,998

Exploration Expenses

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

	For the three months ended
	February 28,
	2026		2025
	($)		($)
São Jorge		617		156
Whistler		493		144
Titiribi		154		109
Yellowknife		121		22
Yarumalito		72		26
Crucero		63		1
La Mina		50		43
Rea		5		20
Cachoeira		3		10
Total		1,578		531

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, 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
Additions		-			-			-			-			190			98			288
Impact of foreign currency translation		(26	)		(57	)		-			(4	)		(10	)		(15	)		(112	)
Balance at February 28, 2026		1,078			2,370			222			451			580			706			5,407

Accumulated Depreciation
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
Depreciation		-			38			1			23			7			20			89
Impact of foreign currency translation		-			(26	)		(1	)		(2	)		(6	)		(11	)		(46	)
Balance at February 28, 2026		-			1,114			216			196			304			491			2,321


Net Book Value
At November 30, 2025		1,104			1,325			6			280			97			141			2,953
At February 28, 2026		1,078			1,256			6			255			276			215			3,086

8.	Long-term Investments

As of February 28, 2026, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC") 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, 2025, the Company's investment in NevGold was reclassified from investment in associate to investment measured through FVTOCI.

The following tables outline the movement of the Company's long-term investments during the three months ended February 28, 2026, and year ended November 30, 2025:

	As at February 28,		As at November 30,							As at February 28,
	2026		2025							2026
	Number of shares		Fair value ($)		Unrealized Gains (FVTOCI) ($)		Reclassified to short-term invesmtnets ($)			Fair Value ($)
Investment in GRC		21,533,125		132,091		5,150		-			137,241
Investment in NevGold⁽¹⁾		-		16,212		8,583		(24,795	)		-
				148,303		13,733		(24,795	)		137,241

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

⁽¹⁾On February 28, 2026, investment in NevGold with a fair value of $24,795 (Note 5) was reclassified from long-term investments to short-term investments.

9.	Share Capital

9.1

Authorized

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

At-the-Market Equity Programs

On 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 could 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, could be 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 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 three months ended February 28, 2025, the Company issued 1,118,400 common shares under the 2024 ATM Program for gross proceeds of $1,286, with aggregate commissions paid to agents of $32.

During the three months ended February 28, 2026, the Company issued 4,287,500 common shares under the 2025 ATM Program for gross proceeds of $9,319, with aggregate commissions paid to agents of $233.

Flow-Through Share Financing

On June 6, 2025, the Company completed 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 used an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible Canadian exploration expenses that 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. The Company recognized a flow-through recovery of $101 associated with eligible exploration expenditures during the year ended November 30, 2025. As of November 30, 2025 and February 28, 2026, the remaining flow-through premium liability is $nil.

9.2

Reserves

	Restricted Share Rights ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2024		18			10,491			3,541		14,050
Restricted share rights vested		(205	)		-			-		(205	)
Share-based compensation		463			276			-		739
Balance at February 28, 2025		276			10,767			3,541		14,584
Options exercised		-			(512	)		-		(512	)
Restricted share rights vested		(757	)		-			-		(757	)
Share-based compensation		488			983			-		1,471
Balance at November 30, 2025		7			11,238			3,541		14,786
Options exercised		-			(24	)		-		(24	)
Restricted share rights vested		(325	)		-			-		(325	)
Share-based compensation		342			499			-		841
Balance at February 28, 2026		24			11,713			3,541		15,278

9.3

Share Options

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

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2024		15,481,429			1.61
Cancelled		(150,000	)		2.03
Forfeited		(12,500	)		1.09
Balance at February 28, 2025		15,318,929			1.60
Granted		3,047,000			1.88
Exercised		(1,091,984	)		1.30
Forfeited		(82,500	)		1.22
Expired		(1,925,000	)		2.82
Balance at November 30, 2025		15,266,445			1.53
Granted		250,000			2.16
Exercised⁽¹⁾		(65,000	)		1.14
Expired		(25,500	)		1.72
Balance at February 28, 2026		15,425,945			1.54

(1)

During the three months ended February 28, 2026, the Company issued 25,962 common shares at a weighted average trading price of $1.91. The Common shares were issued pursuant to the exercise of 65,000 share options on a net exercise basis, of which 25,962 common shares were issued.

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⁽¹⁾:

	Three months ended February 28, 2026
Risk-free interest rate		2.47	%
Expected life (years)		2.87
Expected volatility		44.53	%
Expected dividend yield		0.00	%
Estimated forfeiture rate		5.60	%

(1)

There were no options granted during the three months ended February 28, 2025.

A summary of Options outstanding and exercisable as of February 28, 2026, 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)
$1.09	-	$1.18		3,000,000		1.09		2.65		3,000,000		1.09		2.65
$1.19	-	$1.59		2,967,500		1.22		3.47		2,317,500		1.22		3.39
$1.60	-	$1.72		3,818,000		1.60		1.74		3,818,000		1.60		1.74
$1.73	-	$1.89		2,442,500		1.83		0.70		2,442,500		1.83		0.70
$1.90	-	$2.34		3,197,945		1.96		4.56		930,695		1.97		4.08
				15,425,945		1.54		2.67		12,508,695		1.48		2.23

The amount of share-based compensation expense recognized for Options during the three months ended February 28, 2026, was $499 (February 28, 2025: $276), using the Black-Scholes option pricing model.

9.4

Restricted Share Rights

The Company's restricted share rights plan (the "RSRP") was approved by the Board on November 27, 2018, and amended and restated on March 28, 2025. Pursuant to the terms of the RSRP, the Board may designate directors, senior officers, employees and consultants of the Company, eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSRP was approved by the Company's shareholders in accordance with its terms at the Company's Annual General and Special Meeting held on May 15, 2025.

The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company settles the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of common shares from treasury.

The following outlines movements of the Company's RSRs:

	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2024		765,165			1.19
Vested⁽¹⁾		(172,049	)		1.19
Balance at February 28, 2025		593,116			1.19
Granted		379,840			1.94
Vested⁽¹⁾		(616,770	)		1.23
Forfeited		(6,500	)		1.19
Balance at November 30, 2025		349,686			1.94
Vested⁽²⁾		(73,420	)		1.94
Forfeited		(2,275	)		1.94
Balance at February 28, 2026		273,991			1.94

(1)

During the three months ended February 28, 2026, 418,750 RSRs, which vested during the year ended November 30, 2025, were net settled, resulting in the issuance of 195,329 GoldMining Shares, with the remaining RSRs used to settle payroll withholding taxes.

(2)

Subsequent to quarter end, 73,420 RSRs, which vested during the three months ended February 28, 2026, were net settled, resulting in the issuance of 57,445 GoldMining Shares, with the remaining RSRs used to settle payroll withholding taxes.

The amount of share-based compensation expense recognized for RSRs during the three months ended February 28, 2026, was $342 (February 28, 2025: $463).

10.

Non-Controlling Interests

10.1

U.S. GoldMining equity transactions

As at February 28, 2026, GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 74.2% 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 condensed consolidated interim statements of financial position and the condensed consolidated interim statements of changes in equity. The NCI in these condensed consolidated interim financial statements of $2,514 as at February 28, 2026, solely relates to U.S. GoldMining.

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

	February 28
	2026
	($)
Assets
Cash and cash equivalents		8,824
Restricted deposits		59
Prepaid expenses and deposits		248
Other assets		85
Land, property and equipment		1,502
Exploration and evaluation assets		77
		10,795

Liabilities
Accounts payable and accrued liabilities		694
Withholding taxes payable		247
Rehabilitation provisions		454
Lease liability		115
		1,510

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

The following table summarizes U.S. GoldMining's cash flow activities during the three months ended February 28, 2026 and 2025:

	For the three months ended			For the three months ended
	February 28, 2026			February 28, 2025
	($)			($)
Cash used in operating activities		(1,560	)		(1,387	)
Cash used in investing activities		(59	)		-
Cash generated from financing activities		413			161

Effect of exchange rate changes on cash		(223	)		172

Net decrease in cash and cash equivalents and restricted cash		(1,429	)		(1,054	)
Cash and cash equivalents and restricted cash
Beginning of period		10,253			5,666
End of period		8,824			4,612

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 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 can 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.

During the three months ended February 28, 2025, U.S. GoldMining sold 9,877 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $181 (US$0.13 million). As a result, the Company recorded a dilution gain in equity of $142, or $138 net of agents' fees and issuance costs.

During the three months ended February 28, 2026, U.S. GoldMining sold 30,979 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $436 (US$0.32 million). As a result, the Company recorded a dilution gain in equity of $309, or $299 net of agents' fees and issuance costs.

10.2

U.S. GoldMining Stock Options

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

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

	Number of Options			Weighted Average Exercise Price (US$)
Balance at November 30, 2024		185,550			10.00
Granted		140,500			10.00
Exercised		(20,000	)		10.00
Forfeited		(2,500	)		10.00
Balance at February 28, 2025		303,550			10.00
Exercised		(13,750	)		10.00
Forfeited		(10,000	)		10.00
Balance at November 30, 2025		279,800			10.00
Granted		145,500			9.40
Forfeited		(5,800	)		9.79
Balance at February 28, 2026		419,500	⁽¹⁾		9.79

⁽¹⁾As at February 28, 2026, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.72 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:

	Three months ended February 28, 2026			Three months ended February 28, 2025
Share price at grant date	US$9.40			US$8.74
Risk-free interest rate		3.52	%		4.32	%
Expected life (years)		3.00			3.00
Expected volatility⁽¹⁾		56.32	%		55.45	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.00	%		0.00	%

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

During the three months ended February 28, 2026, U.S. GoldMining recognized a share-based compensation expense of $365 (February 28, 2025: $291) for stock options granted.

10.3

U.S. GoldMining Restricted Shares

On September 23, 2022, U.S. GoldMining granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted Shares") of common stock to certain of U.S. GoldMining's and GoldMining's executive officers, directors and consultants, the terms of which were amended on May 4, 2023 and September 13, 2025.

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. As at February 28, 2026, 254,000 Restricted Shares remain outstanding and are subject to certain performance conditions.

During the three months ended February 28, 2026, U.S. GoldMining recognized a share-based compensation expense of $551 (February 28, 2025: a recovery of share-based compensation expense of $4), related to U.S. GoldMining's Restricted Shares.

10.4

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 $106 (US$0.08 million) was recognized for the three months ended February 28, 2026 (February 28, 2025: $71 (US$0.05 million)), 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 at November 30, 2024		-			-
Granted		15,050			8.32
Balance at February 28, 2025		15,050			8.32
Granted		5,000			9.25
Vested		(10,889	)		8.32
Forfeited		(600	)		8.32
Balance at November 30, 2025		8,561			8.86
Granted		16,200			9.40
Vested		(4,811	)		8.56
Forfeited		(500	)		9.40
Balance at February 28, 2026		19,450			9.37

10.5

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, 2024 and November 30 2025		1,740,992			13.00
Exercised		(210	)		13.00
Balance at February 28, 2026		1,740,782			13.00

As at February 28, 2026, outstanding U.S. GoldMining common stock purchase warrants have a remaining contractual life of 0.15 years and an expiry date of April 24, 2026.

11.

Financial Instruments

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

11.1

Financial Risk Management Objectives and Policies

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

11.2

Currency Risk

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

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

	As at February 28,		As at November 30,
	2026		2025
	($)		($)
Assets
United States Dollar		162,343		156,047
Australian Dollar		1,566		1,313
Colombian Peso		251		307
Total		164,160		157,667

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $591.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 28, 2026 would have an impact, net of tax, of approximately $11,871 on other comprehensive income for the three months ended February 28, 2026. 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 February 28, 2026 would have an impact of $2,451 on net loss for the three months ended February 28, 2026.

11.3

Interest Rate Risk

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

11.4

Credit Risk

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, restricted deposits 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, restricted cash and restricted deposits in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors the financial institutions where its deposits are held.

11.5

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at February 28, 2026, the Company has working capital (current assets less current liabilities) of $52,777. 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 of $8,824 and other assets of $1,971 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 10.1).

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 February 28, 2026, 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	$162.6 million (US$119.1 million)⁽²⁾
Gold Royalty Corp.	NYSE American	21,533,125 shares	$137.2 million (US$100.6 million)
NevGold	TSX-V	19,073,350 shares	$24.8 million⁽³⁾
Australian Mines Limited	ASX	84,429,563 shares	$1.6 million (AUD$1.5 million)
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 February 28, 2026.

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

(3)	Standstill agreement in place until February 27, 2027 (Note 5).

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 condensed consolidated interim financial statements are issued.

11.6

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments (the "Equity Investments"). The Company does not actively trade its Equity Investments. The share prices of Equity Investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity Investments held as at February 28, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $14,162 on other comprehensive income for the three months ended February 28, 2026.

12.

Related Party Transactions

12.1

Related Party Transactions

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

●

During the three months ended February 28, 2026, the Company incurred $3 (three months ended February 28, 2025: $4) in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of one of the Company's Co-Chairmen.

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2026, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

12.2

Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three months ended February 28, 2026:

	For the three months ended
	February 28,		February 28,
	2026		2025
	($)		($)
Management fees		51		48
Director and officer fees		115		117
Share-based compensation		994		524
Total		1,160		689

As at February 28, 2026, $24 was payable to key management personnel for services provided to the Company (November 30, 2025: $267). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

13.

Segmented Information

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

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

	Total non-current assets
	As at February 28,		As at November 30,
	2026		2025
	($)		($)
Canada		145,572		156,661
Colombia		30,568		31,308
Brazil		12,837		12,665
Peru		7,279		7,452
United States		2,467		2,291
Total		198,723		210,377

	Total operating loss
	For the three months ended
	February 28, 2026		February 28, 2025
	($)		($)
Canada		3,440		3,401
United States		2,316		1,525
Brazil		994		283
Colombia		506		356
Peru		29		20
Total		7,285		5,585

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 February 28,		As at November 30,		As at February 28,		As at November 30,
	2026		2025		2026		2025
	($)		($)		($)		($)
U.S. GoldMining⁽¹⁾		11,796		12,891		1,509		1,284
Others⁽²⁾		242,422		225,070		8,560		7,078
Total		254,218		237,961		10,069		8,362

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

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

	For the three months ended February 28, 2026									For the three months ended February 28, 2025
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			108			108			10			58			68
Depreciation		66			23			89			64			24			88
Directors' fees, employee salaries and benefits		186			627			813			168			427			595
Exploration expenses		493			1,085			1,578			144			387			531
General and administrative		584			1,603			2,187			922			1,096			2,018
Professional fees		226			421			647			189			762			951
Share-based compensation		1,021			842			1,863			358			739			1,097
Share of loss on investment in associate		-			-			-			-			232			232
Share of loss on investment in joint venture		-			-			-			-			5			5
		2,576			4,709			7,285			1,855			3,730			5,585
Operating loss		(2,576	)		(4,709	)		(7,285	)		(1,855	)		(3,730	)		(5,585	)

Other items
Interest income		85			138			223			51			35			86
Other expenses		(8	)		(9	)		(17	)		(9	)		(6	)		(15	)
Net foreign exchange gain (loss)		(3	)		(417	)		(420	)		(1	)		45			44
Net loss for the period before taxes		(2,502	)		(4,997	)		(7,499	)		(1,814	)		(3,656	)		(5,470	)
Current income tax recovery (expense)		-			-			-			(5	)		122			117
Deferred income tax recovery		-			253			253			-			462			462
Net loss for the period		(2,502	)		(4,744	)		(7,246	)		(1,819	)		(3,072	)		(4,891	)

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

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

14.

Commitments

Boa Vista Joint Venture Project

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

Under the terms of the Earn-In Agreement, AUZ may acquire 51% of the project by, among other things, incurring minimum exploration expenditures of $4,368 (AU$4.5 million) on or before August 28, 2028 and making three annual cash payments to the Company of $0.25 million each during such period. Additionally, AUZ must issue to Cabral $971 (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 $4,853 (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, respectively (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.

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, October 9, 2025 and March 5, 2026, 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 June 30, 2026.

Whistler Project

Subsequent to the quarter ended February 28, 2026, U.S. GoldMining entered into an agreement with a technical consultant for the management and execution of an exploration program for the Whistler Project in 2026, which may be adjusted, paused, postponed or terminated by either party with 30 days written notice.

Yarumalito Project

As part of the approved Programa de Trabajo y Obras, the Company has the commitment with Agencia Nacional de Minería to complete a drilling campaign of 1,200 meters in 2026.

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at February 28, 2026, including payments due for each of the next five years and thereafter.

	Amount ($)
Due within 1 year		179
1 – 3 years		141
3 – 5 years		-
More than 5 years		-
Total		320	⁽¹⁾

⁽¹⁾Includes $15 related to low value assets, $76 related to short-term leases and $229 related to non-lease components of leases on the date of inception of each lease agreement.

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

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026

(Expressed in Canadian dollars unless otherwise stated)

April 10, 2026

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the three months ended February 28, 2026, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended February 28, 2026, including the notes thereto, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2025, copies of which are available under the Company's profile at www.sedarplus.ca.

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

The Company's unaudited condensed consolidated interim financial statements for the three months ended February 28, 2026, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS accounting standards") applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. Unless otherwise stated, all information contained in this MD&A is as of April 10, 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.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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.

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 February 28, 2026, the Company held approximately 74.2% of the outstanding shares of common stock of U.S. GoldMining (the "U.S. GoldMining Shares").

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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

Updated At-the-Market Equity Program

The Company's current at-the-market equity program (the "ATM Program") commenced in December 2025, pursuant to an equity distribution agreement dated December 8, 2025 (the "2025 Distribution Agreement") with a syndicate of agents (the "Agents"). Under the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") to the public from time to time, through the Agents, at the Company's discretion at the market price on the TSX or the NYSE, as applicable, at the time of sale

During the three months ended February 28, 2026, the Company issued a total of 4,287,500 GoldMining Shares under the ATM Program for aggregate gross proceeds of $9.32 million. Aggregate gross proceeds raised over the three months ended February 28, 2026, 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.

Unless earlier terminated by the Company or the Agents as permitted therein, the 2025 Distribution Agreement 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.

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

On May 15, 2024, U.S. GoldMining established an at-the-market (ATM) program to sell up to US$5.5 million in shares through a syndicate of agents. U.S. GoldMining will pay the agents a fixed 2.5% cash commission on the gross sales price of common stock sold under the facility.

On September 30, 2025, U.S. GoldMining filed a prospectus supplement to increase its ATM program capacity by US$7.6 million. The increase was in addition to the approximately US$4.8 million in shares already sold by U.S. GoldMining under the program prior to that date.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

On December 12, 2025, U.S. GoldMining filed a prospectus supplement to increase its ATM program capacity by US$6.1 million. This excludes the approximately US$10.1 million in shares previously sold under the program prior to the filing date.

During the three months ended February 28, 2026, U.S. GoldMining sold 30,979 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $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 three months ended February 28, 2026, the Company incurred $0.6 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 and 2026 exploration programs at the project, including drilling and land-based geophysical Induced Polarisation ("IP") surveying.

During the three months ended February 28, 2026, the Company reported results of the 2025 exploration program on January 6, 2026, and January 26, 2026. The 2025 exploration program comprised a total of 9,533 meters of drilling, that included 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 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 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 soil sampling program to test and expand the broader mineral system across the project were collected.

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. On March 30, 2026, the Company announced that it had initiated additional RC drilling and an Induced Polarization ground survey to further advance exploration targets.

The Company is required to submit to the National Mining Agency of Brazil ("ANM Brazil") a final exploration report for exploration licenses ANM Brazil 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 inventory, which will allow the Company to maintain these licenses in good standing.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Whistler Gold-Copper Project

During the three months ended February 28, 2026, U.S. GoldMining incurred $0.5 million of expenditures on the Whistler Project for consulting fees to vendors for geological work, completion of an initial economic assessment, permitting and compliance, regulatory and community stakeholder engagement, and camp maintenance costs.

On January 20, 2026, U.S. GoldMining announced the initial results of the 2025 exploration program.

On March 2, 2026, U.S. GoldMining announced results of a positive initial economic assessment (the "PEA") on the Whistler Project. The PEA disclosed that at a 5% discount rate the Whistler Project generates an estimated after-tax NPV of US$2.04 billion with an internal rate of return of 33% using consensus metal prices of US$3,200 per ounce gold, US$37.50 per ounce silver and US$4.50 per pound copper. The PEA is preliminary in nature and there is no certainty that the project envisaged in the preliminary economic assessment will be realized. Further information concerning the PEA is set out in the technical report prepared for the Company titled "Whistler Gold-Copper Project NI 43-101 Technical Report and Preliminary Economic Assessment", with an effective date of March 2, 2026, a copy of which is available under the Company's profile at www.sedarplus.ca.

La Mina Gold-Copper Project

During the three months ended February 28, 2026, the Company incurred $0.05 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.

Titiribi Gold-Copper Project

During the three months ended February 28, 2026, the Company incurred $0.2 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 of Colombia ("ANM Colombia") for approval. The PTO evaluation process continues at the mining authority. Once the PTO is approved, the next 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 required data and information as part of the base line study. After permitting is obtained, the Company could proceed with construction and development activities 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 will take appropriate action to appeal the Municipality's actions when required. Any such challenge by the Company would be on the same basis as other successful challenges of similar Municipal actions in the past. No proceedings have been commenced at this time and 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 in the Gurupi Gold Belt district. In 2014, the Company submitted a Preliminary Economic Assessment Plan ("PAE") to ANM Brazil 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.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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 (the "LP") endorsed by the Environmental Council of Pará State.

With the LP granted, the Company initiated the field work necessary to meet the requirements of the LP. On December 2, 2024, the Company applied for an additional two-year extension of the LP which was granted in March 2026 by the regulatory environmental agency which extends the LP until May 26, 2027. In March 2026, the Company initiated the process to contract services that will be required to attend to the requirements in order to obtain the Environmental Installation License.

●

Yarumalito Project – the Company indirectly 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.

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 ANM 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 to the regional environmental agency for review and approval. As part of the approved PTO, the Company has a commitment with ANM Colombia to complete a drilling campaign of 1,200 meters in 2026. The Company is currently preparing this campaign to start in April 2026.

●

Boa Vista Project – during the last quarter of 2025, Australian Mines Ltd. ("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. On January 20, 2026, AUZ published a news release highlighting the first assay results received for the 2025 drilling campaign. On February 8, 2026, AUZ published a news release highlighting exploration targets and featuring rock grab sample results. On March 10, 2026, AUZ published a news release highlighting additional assay results received for the 2025 drilling campaign.

Other Investments

Gold Royalty Corp.

As of February 28, 2026, 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 $137.2 million (US$100.6 million) based on the closing price of such securities quoted on NYSE American at February 28, 2026.

NevGold Corp.

As of February 28, 2026, 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 $24.8 million based on the closing price of such securities quoted on the TSX Venture at February 28, 2026.

GoldMining entered into an agreement with NevGold dated August 27, 2025 pursuant to which it 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.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Australian Mines Limited.

As of February 28, 2026, the Company owned 84,429,563 AUZ Shares. The AUZ Shares owned by the Company had a market value of $1.6 million (AU$1.5 million) based on the closing price of such securities quoted on the Australian Securities Exchange at February 28, 2026.

U.S. GoldMining

As of February 28, 2026, the Company owned 9,878,261 U.S. GoldMining Shares, or approximately 74.2% of U.S. GoldMining's outstanding shares of common stock and 122,490 warrants to purchase U.S. GoldMining Shares at 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 $162.6 million (US$119.1 million) based on the closing price of such securities quoted on NASDAQ at February 28, 2026.

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

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

	February 28
	2026
(in thousands of dollars)	($)
Assets
Cash and cash equivalents		8,824
Restricted deposits		59
Prepaid expenses and deposits		248
Other assets		85
Land, property and equipment		1,502
Exploration and evaluation assets		77
		10,795

Liabilities
Accounts payable and accrued liabilities		694
Withholding taxes payable		247
Rehabilitation provisions		454
Lease liability		115
		1,510

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Results of Operations

Selected Operating Results for the Three Months Ended February 28, 2026, Compared to the Three Months Ended February 28, 2025

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
	February 28,		February 28,					February 28,			February 28,						February 28,			February 28,
(in millions of dollars)	2026 ($)		2025 ($)		Change ($)			2026 ($)			2025 ($)			Change ($)			2026 ($)			2025 ($)			Change ($)
Operating loss		2.6		1.9		0.7			4.7			3.7			1.0			7.3			5.6			1.7
Consulting fees		-		-		-			0.1			0.1			-			0.1			0.1			-
Directors' fees, employee salaries and benefits		0.2		0.2		-			0.6			0.4			0.2			0.8			0.6			0.2
Exploration expenses		0.5		0.1		0.4			1.1			0.4			0.7			1.6			0.5			1.1
General and administrative expenses		0.6		0.9		(0.3	)		1.6			1.1			0.5			2.2			2.0			0.2
Professional fees		0.2		0.2		-			0.4			0.8			(0.4	)		0.6			1.0			(0.4	)
Share-based compensation		1.0		0.4		0.6			0.9			0.7			0.2			1.9			1.1			0.8
Share of loss in associate		-		-		-			-			0.2			(0.2	)		-			0.2			(0.2	)
Current income tax recovery		-		-		-			-			(0.1	)		0.1			-			(0.1	)		0.1
Deferred income tax recovery		-		-		-			(0.3	)		(0.5	)		0.2			(0.3	)		(0.5	)		0.2
Net loss		2.5		1.8		0.7			4.7			3.1			1.6			7.2			4.9			2.3

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

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

For the three months ended February 28, 2026, the Company had an operating loss of $7.3 million, compared to an operating loss of $5.6 million for the same period of 2025. On a consolidated basis, the increase in operating loss was primarily the result of an increase in exploration expenses and share-based compensation.

General and administrative expenses were $2.2 million for the three months ended February 28, 2026, compared to $2.0 million for the three months ended February 28, 2025. The increase was primarily the result of higher investor communications and marketing expenses.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $0.8 million for the three months ended February 28, 2026, compared to $0.6 million for the same period in 2025. The increase was primarily due to hiring of additional staff.

Exploration expenses were $1.6 million for the three months ended February 28, 2026, compared to $0.5 million for the same period in 2025. The increase was primarily driven by higher exploration expenditures at the São Jorge Project and U.S. GoldMining's Whistler Project. Significant exploration expenditures included costs related to the ongoing drilling program at the São Jorge Project, as well as costs associated with the Whistler Project, including work undertaken on a PEA study.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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

	For the three months ended
	February 28,
	2026		2025
(in thousands of dollars)	($)		($)
São Jorge		617		156
Whistler		493		144
Titiribi		154		109
Yellowknife		121		22
Yarumalito		72		26
Crucero		63		1
La Mina		50		43
Rea		5		20
Cachoeira		3		10
Total		1,578		531

Non-cash share-based compensation expenses were $1.9 million during the three months ended February 28, 2026, compared to $1.1 million during the same period of 2025. The increase was primarily attributable to a greater number of options granted during the three months ended February 28, 2026 and an increase in share-based compensation recorded by U.S. GoldMining, compared to the same period of 2025. Share-based compensation for the three months ended February 28, 2026 includes $1.0 million recorded by U.S. GoldMining with respect to the vesting of stock options, restricted share units and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.4 million during the same period of 2025.

Professional fees were $0.6 million during the three months ended February 28, 2026, compared to $1.0 million during the same period of 2025. The decrease primarily reflects lower legal and accounting costs associated with the Company's ATM program, as most activities related to the 2025 ATM renewal were completed prior to December 2025, whereas activities related to the 2024 ATM renewal primarily occurred in December 2024.

Share of loss in associate was $nil during the three months ended February 28, 2026, compared to $0.2 million during the same period of 2025. The decrease in share of loss in associate was the result of derecognition of investment in associate in August 2025 following the loss of significant influence over NevGold.

For the three months ended February 28, 2026, the Company recognized a deferred income tax recovery of $0.3 million, compared to $0.5 million for the same period of 2025. The deferred income tax recovery for the three months ended February 28, 2026 and 2025 resulted from the remeasurement of investments at fair value.

For the three months ended February 28, 2026, the Company recorded an unrealized gain on revaluation of short-term and long-term investments of $14.0 million in other comprehensive income, compared to $3.5 million for the same period of 2025, as a result of an increase in the fair value of its investments. The respective unrealized gains during the three months ended February 28, 2026 and 2025, were offset by deferred income tax expenses of $2.2 million and $0.5 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 February 28, 2026, the Company's net loss was $7.2 million, or $0.03 per share on a basic and diluted basis, of which $6.6 million was attributable to shareholders of the Company and $0.6 million was attributable to non-controlling interests, compared to a net loss of $4.9 million, or $0.02 per share on a basic and diluted basis, of which $4.6 million was attributable to shareholders of the Company and $0.3 million was attributable to non-controlling interests during the same period of 2025.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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)	($)			($)
February 28, 2026		(7,246	)		(0.03	)
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	)

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 February 28, 2026, November 30, 2025, November 30, 2024, and August 31, 2024, primarily due to U.S. GoldMining's exploration programs and other activities.

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 of $8.8 million and other assets of $2.0 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 February 28,		As at November 30,
	2026		2025
(in thousands of dollars)	($)		($)
Cash and cash equivalents		26,106		24,937
Working capital		52,777		24,674
Short-term investments		26,480		1,383
Long-term investments		137,241		148,303
Total assets		254,218		237,961
Total current liabilities		2,718		2,910
Accounts payable and accrued liabilities		2,227		2,171
Total non-current liabilities		7,351		5,452
Shareholders' equity		241,635		226,793
Non-controlling interests		2,514		2,806

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Capital resources of the Company consist primarily of cash and cash equivalents, restricted cash, restricted deposits, other receivables, liquid short-term and long-term investments in shares of NevGold, AUZ and GRC. As of February 28, 2026, the Company had cash and cash equivalents totalling $26.1 million compared to $24.9 million at November 30, 2025, and $29.4 million in other current assets compared to $2.6 million at November 30, 2025. The increase in other current assets was primarily attributable to the reclassification of NevGold Shares from long-term investments to short-term investments. This balance includes cash and cash equivalents held by U.S. GoldMining of $8.8 million compared to $10.2 million at November 30, 2025, and $2.0 million in other current assets held by U.S. GoldMining compared to $1.7 million at November 30, 2025.

The increase in cash and cash equivalents was primarily the result of cash proceeds from the ATM Program and the U.S. GoldMining ATM Program during the three months ended February 28, 2026 partially offset by operating expenditures. As of February 28, 2026, the Company had long-term investments of $137.2 million, compared to $148.3 million at November 30, 2025 and short-term investments of $26.5 million compared to $1.4 million at November 30, 2025. The decrease in the fair value of long-term investments was primarily the result of the reclassification of NevGold Shares from long-term to short-term, offset by increases in the market price of GRC Shares during the three months ended February 28, 2026. The increase in the fair value of short-term investments was primarily due to reclassification of NevGold Shares to short-term during the three months ended February 28, 2026.

The Company had accounts payable and accrued liabilities of $2.2 million as of February 28, 2026, compared to $2.2 million at November 30, 2025. As of February 28, 2026, the Company had working capital (current assets less current liabilities) of $52.8 million compared to $24.7 million at November 30, 2025. As of February 28, 2026, U.S. GoldMining had working capital of $8.2 million compared to $9.7 million at November 30, 2025.

In addition to planned work programs described under "Update on Material Properties", certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects, are subject to certain ongoing agreements that require additional payments by the Company and, in order to maintain its properties in good standing, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, licence application and extension fees and camp maintenance costs. Additional work on projects identified as part of the ongoing review and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, including additional equity and/or debt financing. There can be no assurance that such additional financing will be available on acceptable terms or at all.

The Company believes that its cash on hand, holdings of publicly traded securities and its ATM Program will provide sufficient capital resources to meet the Company's obligations over the next 12 months. The Company's ability to meet its obligations and finance exploration and development activities over the long-term will depend on its ability to generate cash flow through the issuance of GoldMining Shares pursuant to equity financings and/or short-term or long-term loans and debt financings. The Company's growth and success is dependent on external sources of financing, which may not be available on acceptable terms or at all. Refer to "Liquidity Risk" below.

Contractual Obligations

The following table summarizes the Company's contractual obligations as at February 28, 2026, 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		634		301		333		-		-
Land Access Agreements		3		3		-		-		-
Total Contractual Obligations		637		304		333		-		-

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 $0.6 million over the next three years. These leased facilities include those of U.S. GoldMining.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Credit Facility

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.

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 agreement 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 ($0.80 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). In June 2025 GT further extended the option to make the Final Payment on June 30, 2026 by making a payment of R$0.21 million ($0.05 million).

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.

On July 1, 2025, Cabral Resources Limited, the Company's wholly-owned subsidiary ("Cabral"), and the Company's joint venture partner, 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 Project.

Under the terms of the Earn-In Agreement, AUZ may acquire 51% of the project by, among other things, incurring minimum exploration expenditures of $4.4 million (AU$4.5 million) on or before August 28, 2028, and making three annual cash payments to the Company of $0.25 million each during such period. Additionally, AUZ must issue to Cabral $1.0 million (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 $4.9 million (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, respectively (less 300,000 ounces in the case of inferred resources).

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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 ANM Brazil 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 a 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 Colombia 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.

Yarumalito Project

As part of the approved PTO, the Company has the commitment with ANM Colombia to complete a drilling campaign of 1,200 meters in 2026. The Company is currently preparing this campaign to start in April 2026.

Cash Flows

The following table summarizes cash flow activities during the three months ended February 28, 2026 and 2025:

	For the three months ended
	February 28,
	2026			2025
(in thousands of dollars)	($)			($)
Cash used in operating activities		(6,403	)		(4,159	)
Cash used in investing activities		(1,309	)		-
Cash generated from financing activities		9,034			1,400

Effect of exchange rate changes on cash		(213	)		111

Net increase (decrease) in cash and cash equivalents and restricted cash		1,109			(2,648	)
Cash and cash equivalents and restricted cash
Beginning of period		24,997			12,002
End of period		26,106			9,354

As of February 28, 2026, the Company had cash and cash equivalents and restricted cash totalling $26.1 million (November 30, 2025: $25.0 million). The net increase for the current period was primarily due to the increase in cash generated from financing activities of $9.0 million (February 28, 2025: $1.4 million). The net increase was offset by the increase in cash used in operating activities of $6.4 million (February 28, 2025: $4.2 million).

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Operating Activities

	For the three months ended
	February 28,
	2026			2025
(in thousands of dollars)	($)			($)
Net loss for the period		(7,246	)		(4,891	)
Adjustments for items not involving cash:
Depreciation		89			88
Share-based compensation		1,863			1,097
Share of loss in associate		-			232
Deferred income tax recovery		(253	)		(462	)
Others		17			22
Net changes in non-cash working capital items:
Other assets		(4	)		(20	)
Incomes taxes receivable		(181	)		-
Prepaid expenses and deposits		(211	)		(283	)
Accounts payable and accrued liabilities		(233	)		369
Incomes taxes payable		-			(58	)
Due to related parties		(244	)		(253	)
Cash used in operating activities		(6,403	)		(4,159	)

Net cash used in operating activities during the three months ended February 28, 2026, was $6.4 million (February 28, 2025: $4.2 million). Significant operating expenditures during the three months ended February 28, 2026, included general and administrative expenses of $2.2 million (February 28, 2025: $2.0 million), directors' fees, employee salaries and benefits of $0.8 million (February 28, 2025: $0.6 million), professional fees of $0.6 million (February 28, 2025: $1.0 million) and exploration expenditures of $1.6 million (February 28, 2025: $0.5 million).

Net cash used in operating activities were primarily offset by non-cash items including share-based compensation of $1.9 million (February 28, 2025: $1.1 million), share of loss on investment in associate of $nil (February 28, 2025: $0.2 million), depreciation charge of $0.1 million (February 28, 2025: $0.1 million), and deferred income tax recovery of $0.3 million (February 28, 2025: $0.5 million).

Non-cash working capital used during the three months ended February 28, 2026 was $0.9 million (February 28, 2025: $0.2 million) mainly due to an increase in income taxes receivable, as well as higher prepaids expenses and a decrease in due to related parties.

Investing Activities

	For the three months ended
	February 28,
	2026			2025
(in thousands of dollars)	($)			($)
Payments for restricted deposits		(1,309	)		-
Cash used in investing activities		(1,309	)		-

Net cash used in investing activities during the three months ended February 28, 2026 was $1.3 million (February 28, 2025: $nil). Net cash used in investing activities was primarily related to entering into a credit facility with the Toronto-Dominion Bank, which is secured by a one-year cashable guaranteed investment certificate in the amount of $1.3 million (February 28, 2025: $nil).

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Financing Activities

	For the three months ended
	February 28,
	2026			2025
(in thousands of dollars)	($)			($)
Net proceeds from At-the-Market offering, net of issuance costs		9,086			1,254
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		423			176
Proceeds from US GoldMining warrant exercises, net of issuance costs		4			-
Cash paid for withholding taxes on restricted share rights vested		(449	)		-
Payment of lease liabilities		(30	)		(30	)
Cash generated from financing activities		9,034			1,400

Net cash generated from financing activities during the three months ended February 28, 2026, was $9.0 million (February 28, 2025: $1.4 million). Net cash generated from financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the three months ended February 28, 2026 in the amount of $9.1 million (February 28, 2025: $1.3 million), net proceeds received from U.S. GoldMining's ATM Program of $0.4 million (February 28, 2025: $0.2 million) net proceeds from U.S. GoldMining's warrant exercises in the amount of $0.0 million (February 28, 2025: $nil), and withholdings taxes paid on net settled restricted share rights of $0.4 million (February 28, 2025: $nil).

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 effect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

During the three months ended February 28, 2026, the Company incurred related party transactions of $0.0 million (February 28, 2025: $0.0 million). These consisted of general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc. ("Blender"), a company controlled by a family member 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 three months ended February 28, 2026, the Company did not enter into any contracts or undertake any commitments or obligations with any related parties other than as disclosed herein.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

Transactions with Key Management Personnel

	For the three months ended
	February 28,		February 28,
	2026		2025
(in thousands of dollars)	($)		($)
Management fees		51		48
Director and officer fees		115		117
Share-based compensation		994		524
Total		1,160		689

As at February 28, 2026, $0.0 million was payable to key management personnel for services provided to the Company (November 30, 2025: $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

In accordance with the Company's accounting policy, all direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. There is no certainty that costs incurred to acquire exploration rights will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date. As at February 28, 2026 the Company has concluded no impairment indicators exist for any of its exploration and evaluation assets.

Changes in, and Initial Adoption of, Accounting Policies

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 three months ended February 28, 2026

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

The financial risks 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.

Currency Risk

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

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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

	As at February 28,		As at November 30,
	2026		2025
(in thousands of dollars)	($)		($)
Assets
United States Dollar		162,343		156,047
Australian Dollar		1,566		1,313
Colombian Peso		251		307
Total		164,160		157,667

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.6 million.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 28, 2026 would have an impact, net of tax, of approximately $11.9 million on other comprehensive income for the three months ended February 28, 2026. 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 February 28, 2026 would have an impact of $2.5 million on net loss for the three months ended February 28, 2026.

Interest Rate Risk

Credit Risk

The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents, restricted cash and restricted deposits 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, restricted cash and restricted deposits in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors the financial institutions where its deposits are held.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at February 28, 2026, the Company has working capital (current assets less current liabilities) of $52.8 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 of $8.8 million and other assets of $2.0 million are not available for use by GoldMining or other subsidiaries of GoldMining.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

As of February 28, 2026, 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	$162.6 million (US$119.1 million)⁽²⁾
Gold Royalty Corp.	NYSE American	21,533,125 shares	$137.2 million (US$100.6 million)
NevGold	TSX-V	19,073,350 shares	$24.8 million⁽³⁾
Australian Mines Limited	ASX	84,429,563 shares	$1.6 million (AU$1.5 million)
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 February 28, 2026.

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

(3)	Subject to certain selling restrictions as disclosed under other investments.

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments ("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 February 28, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $14.2 million on other comprehensive income for the three months ended February 28, 2026.

Outstanding Share Data

As of the date hereof, the Company has 213,999,916 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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		2,227,500
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		3,811,750
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		2,098,750
March 14, 2030		1.24		250,000
November 28, 2030		1.94		2,773,000
December 03, 2030		1.97		50,000
January 23, 2031		2.34		100,000
February 16, 2031		2.07		100,000
				15,234,945

Restricted Share Rights

As of the date of this MD&A, 273,991 restricted share rights to acquire 273,991 GoldMining Shares are outstanding.

Disclosure Controls and Procedures

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

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

The CEO and CFO have evaluated whether there were changes to the DCP during the three months ended February 28, 2026 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

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

GoldMining Inc.
Management's Discussion and Analysis
For the three months ended February 28, 2026

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

The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended February 28, 2026 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Risk Factors

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

Additional Information

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

Source: View Original Filing on SEC EDGAR

FAQ

What does U.S. GoldMining (USGO) disclose in this 8-K filing?

The 8-K furnishes GoldMining Inc.’s unaudited IFRS interim financial statements and MD&A for the quarter ended February 28, 2026. These documents include select financial information about U.S. GoldMining and are attached as Exhibits 99.1 and 99.2 for reference.

What were GoldMining’s key financial results included in U.S. GoldMining (USGO)’s 8-K?

GoldMining reported a net loss of $7.25 million for the three months ended February 28, 2026. Operating expenses rose to $7.29 million, mainly from exploration and share-based compensation, while unrealized investment gains drove total comprehensive income of $3.56 million.

What is GoldMining’s cash position as shown in the U.S. GoldMining (USGO) filing?

GoldMining held $26.11 million in cash and cash equivalents as of February 28, 2026. It also reported working capital of $52.78 million, supported by proceeds from its at-the-market equity program and liquid equity investments.

How much did GoldMining raise under its at-the-market program referenced by U.S. GoldMining (USGO)?

During the quarter, GoldMining issued 4,287,500 common shares under its 2025 at-the-market program. These sales generated gross proceeds of $9.32 million, with agents’ commissions of $0.23 million, strengthening the company’s cash resources.

What caution does the company give about the financial data in the U.S. GoldMining (USGO) filing?

Management warns investors not to rely unduly on the interim financial information. The figures are unaudited, prepared under IFRS (not U.S. GAAP), preliminary, limited in scope and period, and subject to future adjustments as quarter-end close processes are completed.

Filing Exhibits & Attachments

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U.S. GoldMining (NASDAQ: USGO) shares Q1 2026 loss and cash details

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FAQ

What does U.S. GoldMining (USGO) disclose in this 8-K filing?

What were GoldMining’s key financial results included in U.S. GoldMining (USGO)’s 8-K?

What is GoldMining’s cash position as shown in the U.S. GoldMining (USGO) filing?

How much did GoldMining raise under its at-the-market program referenced by U.S. GoldMining (USGO)?

What caution does the company give about the financial data in the U.S. GoldMining (USGO) filing?

Filing Exhibits & Attachments

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