Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2024.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant's name into English)

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

(Address of principal executive office)

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

☐ Form 20-F

☒ Form 40-F

EXHIBIT INDEX

EXHIBITS 99.1 THROUGH 99.4, INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-275215), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Number	Description

99.1	Condensed consolidated interim financial statements for the three and nine months ended August 31, 2024 and 2023 (unaudited).
99.2	Management’s discussion and analysis for the three and nine months ended August 31, 2024.
99.3	Certification of interim filings – CEO, dated October 11, 2024.
99.4	Certification of interim filings – CFO, dated October 11, 2024.

SIGNATURES

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

GOLDMINING INC.


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


Date:	October 11, 2024

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

AUGUST 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.
Condensed Consolidated Interim Statements of Financial Position
As at August 31, 2024 and November 30, 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			As at August 31,			As at November 30,
			2024			2023
	Notes		($)			($)
Assets
Current assets
Cash and cash equivalents		3		11,105			21,589
Restricted cash		3		119			118
Other receivables				427			594
Prepaid expenses and deposits		4		2,319			1,379
Other assets				121			47
				14,091			23,727
Non-current assets
Reclamation deposits				494			494
Exploration and evaluation assets		5		55,418			56,815
Land, property and equipment		6		3,278			3,233
Investment in associate		7		8,987			6,297
Investment in joint venture				1,194			1,232
Long-term investments		8		38,059			45,080
				121,521			136,878
Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,172			1,757
Due to joint venture				26			30
Due to related parties		12		25			239
Lease liabilities				86			66
Income taxes payable		5		1,810			7
Withholding taxes payable				244			245
				3,363			2,344
Non-current liabilities
Lease liabilities				322			329
Rehabilitation provisions				922			888
Deferred tax liability				261			904
				4,868			4,465
Equity
Issued capital		9		185,909			176,584
Reserves		9		14,322			13,493
Retained earnings				3,735			20,176
Accumulated other comprehensive loss				(89,203	)		(81,010	)
Total equity attributable to shareholders of the Company				114,763			129,243
Non-controlling interests		10		1,890			3,170
				116,653			132,413
				121,521			136,878

Commitments (Note 14)

Approved and authorized for issue by the Board of Directors on October 11, 2024.

/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 Loss
For the three and nine months ended August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			For the three months						For the nine months
			ended August 31,						ended August 31,
			2024			2023			2024			2023
	Notes		($)			($)			($)			($)
Expenses
Consulting fees				49			87			326			217
Depreciation		6		84			51			246			134
Directors' fees, salaries and benefits		12		538			475			1,591			1,421
Exploration expenses		5		5,146			2,629			7,078			3,928
General and administrative				1,416			2,204			6,020			5,940
Professional fees				507			277			1,473			3,033
Share-based compensation		9,10		289			498			2,233			2,402
Share of loss in associate		7		95			66			498			66
Share of loss on investment in joint venture				1			20			69			33
Recovery on the receipt of mineral property option payments		5		-			(1,562	)		(3,200	)		(2,696	)
				8,125			4,745			16,334			14,478
Operating loss				(8,125	)		(4,745	)		(16,334	)		(14,478	)

Other items
Dividend income				-			282			-			856
Loss on recognition of investment in associate				-			(892	)		-			(892	)
Loss on modification of margin loan				-			(163	)		-			(422	)
Interest income				158			288			596			477
Other loss				(61	)		(78	)		(30	)		(165	)
Financing costs				(9	)		(306	)		(27	)		(1,264	)
Impairment of exploration and evaluation assets		5		-			(1,809	)		-			(1,809	)
Net foreign exchange gain (loss)				(46	)		77			(35	)		83
Net loss for the period before taxes				(8,083	)		(7,346	)		(15,830	)		(17,614	)
Current income tax expense		5		(48	)		-			(1,829	)		(15	)
Deferred income tax expense				(1,349	)		(2,278	)		(292	)		(5,181	)
Net loss for the period				(9,480	)		(9,624	)		(17,951	)		(22,810	)

Attributable to:
Shareholders of the Company				(8,580	)		(9,064	)		(16,636	)		(22,100	)
Non-controlling interests				(900	)		(560	)		(1,315	)		(710	)
Net loss for the period				(9,480	)		(9,624	)		(17,951	)		(22,810	)

Other comprehensive loss
Items that will not be subsequently reclassified to net income or loss:
Unrealized income (loss) on short-term investments				(5	)		(9	)		9			(11	)
Unrealized loss on long-term investments		8		(9,774	)		(13,532	)		(7,183	)		(33,624	)
Deferred tax recovery on long-term investments				1,324			1,861			971			4,573
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments				(1,469	)		723			(1,997	)		1,810
Total comprehensive loss for the period				(19,404	)		(20,581	)		(26,151	)		(50,062	)

Attributable to:
Shareholders of the Company				(18,484	)		(19,980	)		(24,829	)		(49,311	)
Non-controlling interests		10		(920	)		(601	)		(1,322	)		(751	)
Total comprehensive loss for the period				(19,404	)		(20,581	)		(26,151	)		(50,062	)

Net loss per share, basic and diluted				(0.05	)		(0.05	)		(0.09	)		(0.13	)

Weighted average number of shares outstanding, basic and diluted				188,992,160			173,490,578			186,229,857			169,720,079

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 nine months ended August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

														Accumulated			Attributable
														Other			to Shareholders			Non-
					Issued						Retained			Comprehensive			of the			Controlling
			Number of		Capital			Reserves			Earnings			Loss			Company			Interests			Total
	Notes		Shares		($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2022				163,669,818		150,879			11,930			27,984			(55,702	)		135,091			-			135,091
Options exercised		9		651,493		1,092			(274	)		-			-			818			-			818
Restricted share rights vested		9		185,676		300			(300	)		-			-			-			-			-
US GoldMining
Net proceeds from Initial Public Offering				-		-			-			20,707			-			20,707			3,402			24,109
Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining				-		-			-			44			-			44			1,163			1,207
At-the-Market offering:
Common shares issued for cash				12,268,936		17,674			-			-			-			17,674			-			17,674
Agents' fees and issuance costs				-		(442	)		-			-			-			(442	)		-			(442	)
Share-based compensation		9		-		-			1,995			336			-			2,331			71			2,402
Deferred tax benefits of share issuance costs				-		39			-			-			-			39			-			39
Other comprehensive loss				-		-			-			-			(27,211	)		(27,211	)		(41	)		(27,252	)
Net loss for the period				-		-			-			(22,100	)		-			(22,100	)		(710	)		(22,810	)
Balance at August 31, 2023				176,775,923		169,542			13,351			26,971			(82,913	)		126,951			3,885			130,836
Options exercised		9		1,720,000		1,901			(531	)		-			-			1,370			-			1,370
Restricted share rights vested		9		80,920		116			(116	)		-			-			-			-			-
US GoldMining
Net proceeds from Initial Public Offering				-		-			-			(193	)		-			(193	)		194			1
Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining				-		-			-			(19	)		-			(19	)		18			(1	)
At-the-Market offering:
Common shares issued for cash				4,681,217		5,095			-			-			-			5,095			-			5,095
Agents' fees and issuance costs				-		(127	)		-			-			-			(127	)		-			(127	)
Share-based compensation		9,10		-		-			789			78			-			867			18			885
Deferred tax benefits of share issuance costs				-		57			-			-			-			57			-			57
Other comprehensive income				-		-			-			-			1,903			1,903			33			1,936
Net loss for the period				-		-			-			(6,661	)		-			(6,661	)		(978	)		(7,639	)
Balance at November 30, 2023				183,258,060		176,584			13,493			20,176			(81,010	)		129,243			3,170			132,413
Options exercised		9		229,588		835			(806	)		-			-			29			-			29
Restricted share rights vested		9		293,679		361			(361	)		-			-			-			-			-
At-the-Market offering:
Common shares issued for cash		9		7,162,918		8,330			-			-			-			8,330			-			8,330
Agents' fees and issuance costs		9		-		(208	)		-			-			-			(208	)		-			(208	)
Share-based compensation		9,10		-		-			1,996			195			-			2,191			42			2,233
Deferred tax benefits of share issuance costs				-		7			-			-			-			7			-			7
Other comprehensive loss				-		-			-			-			(8,193	)		(8,193	)		(7	)		(8,200	)
Net loss for the period				-		-			-			(16,636	)		-			(16,636	)		(1,315	)		(17,951	)
Balance at August 31, 2024				190,944,245		185,909			14,322			3,735			(89,203	)		114,763			1,890			116,653

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 nine months ended August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the nine months ended
	August 31,
	2024			2023
	($)			($)
Operating activities
Net loss for the period		(17,951	)		(22,810	)
Adjustments for items not involving cash:
Depreciation		246			134
Accretion		29			25
Financing costs		27			1,264
Share of loss on investment in joint venture		69			33
Share-based compensation		2,233			2,402
Unrealized loss on short-term investments		25			-
Unrealized loss on long-term investments		-			140
Loss on loan modification		-			422
Loss on recognition of investment in associate		-			892
Share of loss in associate		498			66
Deferred income tax expense		292			5,181
Impairment of exploration and evaluation assets		-			1,809
Recovery on the receipt of mineral property option payments		(3,200	)		(2,696	)
Net foreign exchange loss		-			52
Net changes in non-cash working capital items:
Inventory		(20	)		(43	)
Other receivables		167			(172	)
Prepaid expenses and deposits		(940	)		(2,200	)
Accounts payable and accrued liabilities		(585	)		(823	)
Incomes taxes payable		1,803			-
Withholdings taxes payable		-			88
Due to related parties		(214	)		(138	)
Cash used in operating activities		(17,521	)		(16,374	)

Investing activities
Investment in exploration and evaluation assets		(306	)		(501	)
Purchase of securities		(190	)		(1,903	)
Construction of camp structures		-			(1,272	)
Investment in joint venture		(201	)		(34	)
Purchase of equipment		(243	)		(14	)
Royalty buy-down		(99	)		-
Reclamation deposit		-			30
Cash used in investing activities		(1,039	)		(3,694	)

Financing activities
Net proceeds from At-the-Market offering		8,122			17,232
Net proceeds from US GoldMining IPO		-			24,256
Proceeds from US GoldMining warrant exercises		-			4,523
Proceeds from common shares issued upon exercise of options		29			818
Open market purchases of US GoldMining shares		-			(3,403	)
Payment of lease liabilities		(81	)		(79	)
Principal payment of margin loan		-			(9,595	)
Interest paid on margin loan		-			(884	)
Transaction costs on modification of margin loan		-			(73	)
Cash generated from financing activities		8,070			32,795

Effect of exchange rate changes on cash		7			(247	)

Net increase (decrease) in cash and cash equivalents and restricted cash		(10,483	)		12,480
Cash and cash equivalents and restricted cash
Beginning of period		21,707			8,325
End of period		11,224			20,805

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 August 31, 2024 and 2023
(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, 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, 2023 and 2022. 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 and nine month periods ended August 31, 2024 were authorised for issue by the Company's Board of Directors on October 11, 2024.

2.2

Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim financial statements requires management to make judgments and 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.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

3.	Cash and Cash Equivalents and Restricted Cash

	August 31,		November 30,
	2024		2023
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		1,348		7,291
Term deposits		9,757		14,298
Total		11,105		21,589

Restricted cash in the amount of $119 (November 30, 2023: $118) relates to term deposits held by the bank as security for corporate financial purposes.

4.	Prepaids

	August 31, 2024		November 30, 2023
	($)		($)
Advances⁽¹⁾		1,121		-
Prepaid insurance		237		419
Prepaid corporate development expenses		510		700
Other prepaid expenses		451		260
Total		2,319		1,379

(1)

Advances relate to the cash U.S. GoldMining has advanced to a technical consulting company for the management of an exploration program for the Whistler Project.

5.	Exploration and Evaluation Assets

	For the three months ended						For the nine months ended
	August 31,						August 31,
	2024			2023			2024			2023
	($)			($)			($)			($)

Balance at the beginning of period		56,655			58,232			56,815			56,788
Mineral rights and property acquired		-			-			99			-
Mineral property option payment		-			-			306			501
Impairment of exploration and evaluation assets		-			(1,809	)		-			(1,809	)
		56,655			56,423			57,220			55,480
Change in reclamation estimate		23			(7	)		7			(24	)
Foreign currency translation adjustments		(1,260	)		39			(1,809	)		999
Balance at the end of period		55,418			56,455			55,418			56,455

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	August 31,		November 30,
	2024		2023
	($)		($)
La Mina		15,154		14,926
Titiribi		12,099		12,161
Crucero		7,196		7,135
Yellowknife		7,057		7,061
Cachoeira		5,665		6,489
São Jorge		4,773		5,467
Yarumalito		1,678		1,685
Whistler		1,082		1,076
Surubim		309		354
Batistão		214		246
Montes Áureos and Trinta		163		187
Rea		28		28
Total		55,418		56,815

Almaden

On June 13, 2022, the Company and its subsidiary entered into an option agreement (the "Option Agreement") with NevGold Corp. ("NevGold") and a subsidiary of NevGold, pursuant to which, among other things, it agreed to grant an option to acquire 100% of the Company's Almaden Project (now named Nutmeg Mountain) to a subsidiary of NevGold. Pursuant to the terms thereof, on July 4, 2022 (the "Option Agreement Closing Date"), the Company closed the grant of the option to NevGold's subsidiary for 4,444,444 common shares of NevGold ("NevGold Shares") with a fair value of $2,489.

●

NevGold is required to make success-based contingent payments totaling up to $7,500 to GoldMining, payable in cash or shares at the election of NevGold based on the following:

○

$500 on completion of a positive Preliminary Economic Assessment

○

$2,500 on completion of a positive Preliminary Feasibility Study

○

$4,500 on completion of a positive Feasibility Study

On January 1, 2023 and July 13, 2023, pursuant to the Option Agreement, the Company received 3,658,536 and 4,109,589, respectively, common shares of NevGold with fair values of $1,134 and $1,562, respectively.

On January 18, 2024, pursuant to the Option Agreement, the Company received 10,000,000 common shares of NevGold with a fair value of $3,200. As the carrying value of the Almaden Project was $nil on the date of the receipt of the option payment, the Company recorded a recovery on receipt of mineral property option payment of $3,200 during the nine months ended August 31, 2024.

As a result, the Company completed the sale of the Almaden Project to a subsidiary of NevGold. The fair value of shares received to date pursuant to the Option Agreement are taxable in fiscal 2024, resulting in a current income tax expense of $1,829 being recognized in the nine months ended August 31, 2024. As at August 31, 2024, current income taxes payable related to the sale of the Almaden Project are $1,810.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Crucero

In April 2024, a subsidiary of the Company paid US$70,000 to Compañía de Minas Buenaventura S.A.A. to reduce an existing third-party net smelter return ("NSR") royalty on its Crucero Project from 5% to 3%. The Company can further reduce the royalty to a 1% NSR by making an additional payment of US$200,000, at any time on or before April 25, 2034. The total amount paid including transaction costs was $99 and was capitalized to exploration and evaluation assets during the nine months ended August 31, 2024.

Surubim

The Company's Surubim Project consists of the Surubim and Rio Novo concessions located in Pará State, Brazil. During the year ended November 30, 2023, the Company continued efforts to negotiate an extension for its Rio Novo concessions under the Jarbas Agreement, however, was unable to come to acceptable terms and provided the property vendor with a notice of termination. As a result, the Company impaired exploration and evaluation assets associated with the Rio Novo concessions in the amount of $1,809 during the year ended November 30, 2023.

Exploration Expenditures

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

	For the three months ended				For the nine months ended
	August 31,				August 31,
	2024		2023		2024		2023
	($)		($)		($)		($)
Whistler		4,273		1,982		5,271		2,433
São Jorge		364		174		832		307
Crucero		278		181		298		182
Titiribi		107		70		272		180
Yarumalito		25		84		180		205
La Mina		50		110		123		476
Rea		27		5		68		65
Yellowknife		19		16		21		34
Cachoeira		3		7		13		44
Other Exploration Expenses		-		-		-		2
Total		5,146		2,629		7,078		3,928

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

6.	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, 2022		1,060			1,163			186			516			240			365			3,530
Additions		-			1,174			16			830			72			82			2,174
Disposition		-			-			-			(800	)		-			-			(800	)
Change in reclamation estimate		-			6			-			-			-			-			6
Impact of foreign currency translation		12			13			10			2			4			5			46
Balance at November 30, 2023		1,072			2,356			212			548			316			452			4,956
Additions		-			-			11			63			75			156			305
Disposition		-			-			-			(162	)		-			-			(162	)
Impact of foreign currency translation		(5	)		(12	)		(7	)		2			(6	)		(7	)		(35	)
Balance at August 31, 2024		1,067			2,344			216			451			385			601			5,064

Accumulated Depreciation
Balance at November 30, 2022		-			674			170			255			240			365			1,704
Depreciation		-			78			25			94			2			3			202
Disposition		-			-			-			(205	)		-			-			(205	)
Impact of foreign currency translation		-			8			4			1			4			5			22
Balance at November 30, 2023		-			760			199			145			246			373			1,723
Depreciation		-			119			12			77			14			24			246
Disposition		-			-			-			(162	)		-			-			(162	)
Impact of foreign currency translation		-			(5	)		(8	)		1			(5	)		(4	)		(21	)
Balance at August 31, 2024		-			874			203			61			255			393			1,786


Net Book Value
At November 30, 2023		1,072			1,596			13			403			70			79			3,233
At August 31, 2024		1,067			1,470			13			390			130			208			3,278

7.	Investment in Associate

On July 13, 2023, pursuant to the Option Agreement signed with NevGold on the Almaden Project, the Company received 4,109,589 common shares of NevGold (Note 5), increasing its ownership in NevGold from 17.6% to 22.0%. As a result of the increase in ownership in NevGold above 20%, the Company concluded that it exercises significant influence over NevGold. The Company's $6,335 investment measured at fair value through other comprehensive income ("FVTOCI") through to July 13, 2023, was derecognized and reclassified to investment in associate (Note 8). After July 13, 2023, the Company's investment in NevGold is being recorded using the equity method.

During the nine months ended August 31, 2024, the Company acquired 10,000,000 common shares of NevGold (Note 5). As of August 31, 2024, the Company held 26,670,250 shares of NevGold, representing a 28.3% ownership interest, with a fair value of approximately $7.7 million.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines the movement in investment in associate during the nine months ended August 31, 2024, and the year ended November 30, 2023:

Balance at November 30, 2022	$	-
Investment in NevGold - July 13, 2023		6,335
Share of loss in NevGold		(147	)
Share of OCI in NevGold		78
Gain on dilution of ownership interest in NevGold		31
Balance at November 30, 2023	$	6,297
Investment in NevGold - January 18, 2024		3,200
Share of loss in NevGold		(807	)
Share of OCI in NevGold		(12	)
Gain on dilution of ownership interest in NevGold		309
Balance at August 31, 2024	$	8,987

The equity accounting for NevGold is based on its published results to June 30, 2024, and an estimate of results for the period of July 1, 2024 to August 31, 2024. The following is a summary of the Condensed Consolidated Interim Statements of Financial Position of NevGold at June 30, 2024 on a 100% basis was: current assets of $671, non-current assets of $25,256, total assets of $25,926, current liabilities of $1,133, non-current liabilities of $449 and net assets of $24,345. The following is a summary of the Condensed Consolidated Interim Statement of loss and comprehensive loss of NevGold for the six months ended June 30, 2024 on a 100% basis: operating loss of $1,110, accretion of $8, business development of $326, consulting fees and salaries of $4, depreciation of $34, occupancy, administrative, and general expenses of $91, transfer agent and listing fees of $38, professional fees of $18, interest income of $5, net loss attributable to non-controlling interest of $170, net loss of $1,104, and comprehensive loss of $660.

The Company's equity share of NevGold's estimated net loss for the three months ended August 31, 2024 was $83 (three months ended August 31, 2023 - $66) or $95, including a $12 loss on dilution of ownership interest in NevGold.

The Company's equity share of NevGold's estimated net loss for the nine months ended August 31, 2024 was $807 (nine months ended August 31, 2023 - $66) or $498, net of a $309 gain on dilution of ownership interest in NevGold.

8.	Long-term Investments

As at August 31, 2024, 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.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Investment in Gold Royalty Corp.

During the nine months ended August 31, 2024, the Company acquired 100,000 GRC common shares for $190 including transaction costs, through open market purchases over the facilities of the NYSE.

NevGold Corp.

During the year ended November 30, 2023, the Company's investment in NevGold common shares was reclassified from long-term investments to investment in associate (Note 7).

The following tables outline the movement of the Company's long-term investments in GRC and NevGold during the nine months ended August 31, 2024 and the year ended November 30, 2023:

					As at November 30,													As at August 31,
						2023													2024
	Number of warrants⁽¹⁾		Number of shares⁽¹⁾			Fair value ($)		Additions ($)		Unrealized Gains (Losses) (FVTOCI) ($)			Unrealized Gains (Losses) (FVTPL) ($)		Reclassification to Short-term Investments ($)				Fair Value ($)
Investment in GRC		-		21,533,125			45,052		190		(7,183	)		-		-				38,059
Investment in NevGold - warrants⁽²⁾		1,488,100		-			28		-		-			-		(28	)			-
							45,080		190		(7,183	)		-		(28	)			38,059

					As at November 30,														As at November 30,
						2022														2023
	Number of warrants⁽⁴⁾		Number of shares⁽⁴⁾			Fair value ($)		Additions ($)		Unrealized Gains (Losses) (FVTOCI) ($)			Unrealized Gains (Losses) (FVTPL) ($)			Derecognition of investment measured at FVTOCI ($)				Fair Value ($)
Investment in GRC		-		21,433,125			75,557		654		(31,159	)		-			-				45,052
Investment in NevGold - shares⁽³⁾		-		16,670,250			2,282		3,737		316						(6,335	)			-
Investment in NevGold - warrants		1,488,100		-			-		208		-			(180	)		-				28
							77,839		4,599		(30,843	)		(180	)		(6,335	)			45,080

⁽¹⁾As of August 31, 2024.

⁽²⁾Amounts were reclassified to short-term investments during the nine months ended August 31, 2024, as the warrants have an expiry date of December 5, 2024.

⁽³⁾During the year ended November 30, 2023, the Company's investment in NevGold, which was initially measured at FVTOCI, was derecognized and reclassified to investment in associate (Note 7).

⁽⁴⁾As of November 30, 2023.

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 Program

On December 30, 2022, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "2022 ATM Program"). The 2022 ATM Program replaced the previous ATM program which expired on January 1, 2023 in accordance with its terms. Pursuant to the 2022 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 2022 ATM Program were sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares were made pursuant to the terms of an equity distribution agreement dated December 30, 2022 (the "2022 Distribution Agreement"). Unless earlier terminated by the Company or the agents as permitted therein, the 2022 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 2022 ATM Program reached the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) November 27, 2023.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

On November 24, 2023, the Company entered into a new ATM Program (the "2023 ATM Program") which replaced the 2022 ATM program which expired on November 27, 2023 in accordance with its terms. Pursuant to the 2023 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 2023 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 November 24, 2023 (the "2023 Distribution Agreement"). Unless earlier terminated by the Company or the agents as permitted therein, the 2023 ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2023 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024.

During the nine months ended August 31, 2024, the Company issued 7,162,918 common shares under the 2023 ATM Program for gross proceeds of $8,330, with aggregate commissions paid to agents of $208.

9.2

Reserves

	Restricted Shares ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2022		35			8,354			3,541		11,930
Options exercised		-			(274	)		-		(274	)
Restricted share rights vested		(300	)		-			-		(300	)
Share-based compensation		318			1,677			-		1,995
Balance at August 31, 2023		53			9,757			3,541		13,351
Options exercised		-			(531	)		-		(531	)
Restricted share rights vested		(116	)		-			-		(116	)
Share-based compensation		63			726			-		789
Balance at November 30, 2023		-			9,952			3,541		13,493
Options exercised		-			(806	)		-		(806	)
Restricted share rights vested		(361	)		-			-		(361	)
Share-based compensation		434			1,562			-		1,996
Balance at August 31, 2024		73			10,708			3,541		14,322

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 amended and restated on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022. The Option Plan, as amended and restated, was affirmed, ratified and approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 19, 2022.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2022		14,003,075			1.61
Granted		125,000			1.38
Exercised⁽¹⁾		(657,000	)		1.26
Cancelled/Forfeited		(17,500	)		1.83
Expired		(293,380	)		1.61
Balance at August 31, 2023		13,160,195			1.63
Granted		3,575,000			1.09
Exercised		(1,720,000	)		0.80
Expired		(70,000	)		0.78
Balance at November 30, 2023		14,945,195			1.60
Granted		323,234			1.21
Exercised⁽²⁾		(1,811,750	)		1.05
Expired		(147,500	)		1.02
Balance at August 31, 2024		13,309,179			1.67

⁽¹⁾During the three and nine months ended August 31, 2023, the Company issued 77,500 and 651,493 common shares, respectively, at weighted average trading prices of $1.27 and $1.48 respectively. The common shares were issued pursuant to the exercise of 657,000 share options, of which 1,993 common shares were issued pursuant to the exercise of 7,500 share options on a net exercise basis.

⁽²⁾During the three and nine months ended August 31, 2024, the Company issued 222,088 and 229,588 common shares, respectively, at weighted average trading prices of $1.19 and $1.19 respectively. The common shares were issued pursuant to the exercise of 1,811,750 share options, of which 200,588 common shares were issued pursuant to the exercise of 1,782,750 share options on a net exercise basis.

The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Nine months ended August 31, 2024			Nine months ended August, 2023
Risk-free interest rate		3.61	%		3.98	%
Expected life (years)		2.88			2.83
Expected volatility		49.80	%		55.97	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		1.34	%		0.13	%

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable as of August 31, 2024, are as follows:

			Options Outstanding						Options Exercisable
Exercise Prices			Number of Options Outstanding		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)		Number of Options Exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
$1.05	-	$1.09		3,750,250		1.09		3.99		1,962,750		1.09		3.83
$1.10	-	$1.59		703,234		1.30		3.53		514,559		1.33		3.26
$1.60	-	$1.82		4,083,000		1.60		3.23		4,083,000		1.60		3.23
$1.83	-	$2.00		2,657,695		1.83		2.20		2,657,695		1.83		2.20
$2.01	-	$3.38		2,115,000		2.77		1.26		2,115,000		2.77		1.26
				13,309,179		1.67		2.94		11,333,004		1.77		2.73

The fair value of the Options recognized as share-based compensation expense during the three and nine months ended August 31, 2024, was $170 and $1,562, respectively, (three and nine months ended August 31, 2023: $290 and $1,667, respectively), using the Black-Scholes option pricing model.

9.4

Restricted Share Rights

The Company's restricted share plan (the "RSP") was approved by the Board of Directors of the Company (the "Board") on November 27, 2018. Pursuant to the terms of the RSP, 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 RSP was approved by the Company's shareholders in accordance with its term at the Company's annual general meeting held on May 25, 2019.

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 has the ability and intent to settle the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of common shares from treasury.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's RSRs:

	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2022		229,426			1.61
Vested		(185,676	)		1.62
Balance at August 31, 2023		43,750			1.60
Granted		403,700			1.23
Vested		(80,920	)		1.43
Balance as at November 30, 2023		366,530			1.23
Granted		6,098			1.23
Vested		(293,679	)		1.23
Balance at August 31, 2024		78,949			1.23

The fair value of the RSRs recognized as share-based compensation expense during the three and nine months ended August 31, 2024 was $57 and $434 (three and nine months ended August 31, 2023: $39 and $326).

10.

Non-Controlling Interests

10.1

U.S. GoldMining equity transactions

As at August 31, 2024, GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 79.7% of U.S. GoldMining's outstanding common shares and 122,490 U.S. GoldMining Warrants and has common management and a common director of 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 loss, with net loss and comprehensive loss attributable to U.S. GoldMining separately disclosed as being attributable to Non-Controlling Interests ("NCI"). The NCI in U.S. GoldMining's net assets is reflected in the consolidated statements of financial position and the consolidated statements of changes in equity. The NCI in these consolidated financial statements of $1,890 as at August 31, 2024 solely relates to U.S. GoldMining.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	August 31,
	2024
	($)
Assets
Cash and cash equivalents		7,372
Restricted cash		119
Prepaid expenses and deposits		1,318
Other receivables		118
Other assets		57
Land, property and equipment		1,574
Exploration and evaluation assets		93
		10,651

Liabilities
Accounts payable and accrued liabilities		299
Withholdings taxes payable		244
Rehabilitation provisions		438
Lease liability		168
Due to related parties		2
		1,151

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

The following table summarizes U.S. GoldMining's cash flow activities during the nine months ended August 31, 2024:

	For the nine months ended
	August 31,
	2024
	($)
Cash used in operating activities		(7,795	)
Cash used in investing activities		(235	)
Cash used in financing activities		(30	)

Effect of exchange rate changes on cash		(28	)

Net decrease in cash and cash equivalents and restricted cash		(8,088	)
Cash and cash equivalents and restricted cash
Beginning of period		15,579
End of period		7,491

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 may sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share sold under the U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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 nine months ended August 31, 2024, no common shares were sold by U.S. GoldMining under the U.S. GoldMining ATM Program.

10.2

U.S. GoldMining Stock Options

On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). The purpose of the 2023 Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of U.S. GoldMining or its subsidiaries to remain in the service of U.S. GoldMining or its subsidiaries. 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 aggregate number of common shares issuable under the 2023 Incentive Plan in respect of awards shall not exceed 10% of the common shares issued and outstanding.

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

	Number of Options			Weighted Average Exercise Price (US$)
Balance at November 30, 2022		-			-
Granted		82,500			10.00
Balance at August 31, 2023 and November 30, 2023		82,500			10.00
Granted		106,050			10.00
Balance at August 31, 2024		188,550	⁽¹⁾		10.00

⁽¹⁾As at August 31, 2024, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 4.12 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:

	Nine months ended August 31, 2024			Nine months ended August 31, 2023
Risk-free interest rate		4.45	%		3.47	%
Expected life (years)		3.00			3.00
Expected volatility⁽¹⁾		54.94	%		61.34	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.00	%		0.00	%

⁽¹⁾As there is 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 share options.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

During the three and nine months ended August 31, 2024, U.S. GoldMining recognized share-based compensation expense of $57 and $220 (three and nine months ended August 31, 2023: $106 and $255) for share options granted by U.S. GoldMining.

10.3

U.S. GoldMining Restricted Shares

On September 23, 2022, U.S. GoldMining adopted an equity incentive plan (the "Legacy Incentive Plan"). The Legacy Incentive Plan provides for the grant of restricted stock awards. The purpose of the Legacy Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of U.S. GoldMining or its subsidiaries to remain in the service of U.S. GoldMining or its subsidiaries. The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards is 1,000,000 shares of common stock in U.S. GoldMining.

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 under the Legacy Incentive Plan to certain of U.S. GoldMining's and GoldMining's executive officers, directors and consultants, the terms of which were amended on May 4, 2023.

The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to U.S. GoldMining without the requirement of any further consideration. During the year ended November 30, 2023, performance conditions were met for 285,750 Restricted Shares which were released. As at August 31, 2024, 349,250 Restricted Shares remain outstanding, subject to certain performance conditions.

During the three and nine months ended August 31, 2024, U.S. GoldMining recognized share-based compensation expense of $5 and $17 (three and nine months ended August 31, 2023: $7 and $59), related to U.S. GoldMining's Restricted Shares.

10.4

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, 2022		-			-
Common stock purchase warrants issued at the IPO		2,000,000			13.00
Exercised		(258,708	)		13.00
Balance at August 31, 2023, November 30, 2023 and August 31, 2024		1,741,292	⁽¹⁾		13.00

⁽¹⁾As at August 31, 2024, outstanding U.S. GoldMining common stock purchase warrants have a weighted average remaining contractual life of 1.65 years.

11.

Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, other receivables, short-term investment, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. 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.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

●

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.

●

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term investments 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. The fair value of warrants to purchase shares in NevGold were initially determined on a residual basis and subsequently measured using the Black-Scholes valuation model. The significant inputs used are readily available in public markets and therefore have been classified as level 2. Inputs used in the Black-Scholes model for the valuation of the warrants include risk-free interest rate, volatility, and dividend yield.

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 foreign exchange exposure.

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

	As at August 31,		As at November 30,
	2024		2023
	($)		($)
Assets
United States Dollar		45,704		60,652
Brazilian Real		35		30
Colombian Peso		237		546
Total		45,976		61,228

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $145.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2024 would have an impact, net of tax, of approximately $3,292 on other comprehensive loss for the nine months ended August 31, 2024. 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 August 31, 2024 would have an impact of $750 on net loss for the nine months ended August 31, 2024.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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 arises from the impact of interest rates on its cash and cash equivalents, restricted cash and term deposits, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents and restricted cash are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

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 and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. Substantially all of our cash and cash equivalents held with financial institutions exceeds government-insured limits. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors its financial institutions.

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 August 31, 2024, the Company has working capital (current assets less current liabilities) of $10,728. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $7,491 and other assets of $3,160 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 2023 ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company owns 9.88 million shares and 0.12 million warrants of NASDAQ listed U.S. GoldMining (closing share and warrant trading prices as of August 31, 2024 of US$5.29 and US$0.70, respectively, with a fair value of $70.6 million (US$52.3 million)), 21.53 million shares of NYSE listed Gold Royalty Corp. (closing share price as of August 31, 2024 of US$1.31 reflects a fair value of $38.1 million (US$28.2 million)) and 26.67 million shares of NevGold (fair value of $7.7 million). GoldMining believes that its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC and NevGold shares and access to its 2023 ATM Program will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

11.6

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at August 31, 2024, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $3,292 on other comprehensive loss for the nine months ended August 31, 2024.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

12.

Related Party Transactions

12.1

Related Party Transactions

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

●

During the three and nine months ended August 31, 2024, the Company incurred $89 and $379 (three and nine months ended August 31, 2023: $138 and $187) 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. As at August 31, 2024, prepaid expenses includes $nil (November 30, 2023: $230) in service fees paid to Blender Media.

Related party transactions are based on the amounts agreed to by the parties. During the nine months ended August 31, 2024, 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 and nine months ended August 31, 2024:

	For the three months ended				For the nine months ended
	August 31,		August 31,		August 31,		August 31,
	2024		2023		2024		2023
	($)		($)		($)		($)
Management fees		48		48		143		143
Director and officer fees		118		114		357		322
Share-based compensation		144		231		1,168		1,254
Total		310		393		1,668		1,719

As at August 31, 2024, $25 was payable to key management personnel for services provided to the Company (November 30, 2023: $239). 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. As the Company's comparatives disclose it conducted its business as a single operating segment, the comparatives have changed to reflect the Company's two operating segments. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	Total non-current assets
	As at August 31,		As at November 30,
	2024		2023
	($)		($)
Canada		55,155		59,488
Colombia		30,271		30,139
Brazil		12,318		13,977
Peru		7,196		7,135
United States		2,490		2,412
Total		107,430		113,151

	Total operating loss				Total operating loss
	For the three months ended				For the nine months ended
	August 31, 2024		August 31, 2023		August 31, 2024		August 31, 2023
	($)		($)		($)		($)
Canada		2,152		2,108		9,787		7,493
United States		4,815		1,735		3,712		4,839
Brazil		536		375		1,456		861
Colombia		341		341		1,059		1,071
Peru		281		186		320		214
Total		8,125		4,745		16,334		14,478

The Company's total assets, total 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 August 31,		As at November 30,		As at August 31,		As at November 30,
	2024		2023		2024		2023
	($)		($)		($)		($)
U.S. GoldMining⁽¹⁾		11,640		18,862		1,151		1,272
Others⁽²⁾		109,881		118,016		3,717		3,193
Total		121,521		136,878		4,868		4,465

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the three months ended August 31, 2024									For the three months ended August 31, 2023
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Expenses
Consulting fees		3			46			49			4			83			87
Depreciation		61			23			84			13			38			51
Directors' fees, salaries and benefits		116			422			538			79			396			475
Exploration expenses		4,273			873			5,146			1,982			647			2,629
General and administrative		253			1,163			1,416			1,149			1,055			2,204
Professional fees		351			156			507			99			178			277
Share-based compensation		62			227			289			169			329			498
Share of loss on investment in associate		-			95			95			-			66			66
Share of loss on investment in joint venture		-			1			1			-			20			20
Recovery on the receipt of mineral property option payments		-			-			-			-			(1,562	)		(1,562	)
		5,119			3,006			8,125			3,495			1,250			4,745
Operating loss		(5,119	)		(3,006	)		(8,125	)		(3,495	)		(1,250	)		(4,745	)

Other items
Dividend income		-			-			-			-			282			282
Loss on recognition of investment in associate		-			-			-			-			(892	)		(892	)
Loss on modification of margin loan		-			-			-			-			(163	)		(163	)
Interest income		136			22			158			263			25			288
Other loss		(6	)		(55	)		(61	)		(4	)		(74	)		(78	)
Financing costs		(4	)		(5	)		(9	)		-			(306	)		(306	)
Impairment of exploration and evaluation assets		-			-			-			-			(1,809	)		(1,809	)
Net foreign exchange gain (loss)		(1	)		(45	)		(46	)		(6	)		83			77
Net loss for the year before taxes		(4,994	)		(3,089	)		(8,083	)		(3,242	)		(4,104	)		(7,346	)
Current income tax expense		(2	)		(46	)		(48	)		-			-			-
Deferred income tax expense		-			(1,349	)		(1,349	)		-			(2,278	)		(2,278	)
Net loss for the period		(4,996	)		(4,484	)		(9,480	)		(3,242	)		(6,382	)		(9,624	)

	For the nine months ended August 31, 2024									For the nine months ended August 31, 2023
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Expenses
Consulting fees		9			317			326			17			200			217
Depreciation		157			89			246			19			115			134
Directors' fees, salaries and benefits		344			1,247			1,591			244			1,177			1,421
Exploration expenses		5,271			1,807			7,078			2,433			1,495			3,928
General and administrative		1,060			4,960			6,020			2,507			3,433			5,940
Professional fees		706			767			1,473			2,172			861			3,033
Share-based compensation		237			1,996			2,233			400			2,002			2,402
Share of loss on investment in associate		-			498			498			-			66			66
Share of loss on investment in joint venture		-			69			69			-			33			33
Recovery on the receipt of mineral property option payments		-			(3,200	)		(3,200	)		-			(2,696	)		(2,696	)
		7,784			8,550			16,334			7,792			6,686			14,478
Operating loss		(7,784	)		(8,550	)		(16,334	)		(7,792	)		(6,686	)		(14,478	)

Other items
Dividend income		-			-			-			-			856			856
Loss on recognition of investment in associate		-			-			-			-			(892	)		(892	)
Loss on modification of margin loan		-			-			-			-			(422	)		(422	)
Interest income		519			77			596			354			123			477
Other loss		(14	)		(16	)		(30	)		(11	)		(154	)		(165	)
Financing costs		(14	)		(13	)		(27	)		-			(1,264	)		(1,264	)
Impairment of exploration and evaluation assets		-			-			-			-			(1,809	)		(1,809	)
Net foreign exchange gain (loss)		(2	)		(33	)		(35	)		1			82			83
Net loss for the year before taxes		(7,295	)		(8,535	)		(15,830	)		(7,448	)		(10,166	)		(17,614	)
Current income tax expense		(5	)		(1,824	)		(1,829	)		-			(15	)		(15	)
Deferred income tax expense		-			(292	)		(292	)		-			(5,181	)		(5,181	)
Net loss for the period		(7,300	)		(10,651	)		(17,951	)		(7,448	)		(15,362	)		(22,810	)

⁽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 but not including U.S. GoldMining Inc. and US GoldMining Canada.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

14.

Commitments

Boa Vista Joint Venture Project

The Company holds an 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands, 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 ("BGC"), 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 a further 1.5% net smelter return royalty is payable by BVG to Majestic if Majestic's holding in BVG drops below 10%.

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$3,620,000 in September 2018 to the counterparty thereunder. This was subsequently amended, and under the most recent amended terms, GT paid R$220,000 ($61) 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$3,000,000 ($820) (the "Final Payment") was June 30, 2024. GT can extend the option to make the Final Payment for an additional year on an annual basis by paying a fixed rate of 7% of the remaining balance on or before June 30 of each year. In June 2024, GT extended the option to make the Final Payment to June 30, 2025 by making a payment of R$210,000 ($52).

In addition, GT must make a bonus payment of US$1,500,000 if GT defines NI 43-101 compliant proven and probable gold reserves 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.

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 one 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 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 and September 13, 2024, the Company can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before October 15, 2025.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at August 31, 2024 and 2023
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Whistler Project

In May 2024, U.S. GoldMining entered into an agreement with a technical consultant for the management of an exploration program for the Whistler Project. The agreement included an approved work order totaling $4.8 million (US$3.5 million), with the Company holding the option for approval of additional expenditures up to $2.7 million (US$2.0 million), for the period of January 1, 2024, to December 31, 2024. The work order may be paused, postponed or terminated by either party with 30 days written notice. As at August 31, 2024, U.S. GoldMining has paid the technical consultant $5.8 million (US$4.3 million) towards the approved work order.

In addition to the aforementioned agreements, as of August 31, 2024, the Company is currently renting or leasing various offices and storage spaces located in Canada, Brazil, Colombia and Peru.

Future rental payments for these commitments are as follows:

	Amount ($)
Due within 1 year		236
1 – 3 years		191
3 – 5 years		104
More than 5 years		-
Total		531	⁽¹⁾

⁽¹⁾Includes $9 related to low value assets, $131 related to short-term leases and $391 related to non-lease components of operating leases on the date of initial application.

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.

15.

Subsequent Events

Subsequent to August 31, 2024, the Company had sales of 1,070,402 ATM Shares under the 2023 ATM Program for gross proceeds of approximately $1.4 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.04 million.

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024

(Expressed in Canadian dollars unless otherwise stated)

October 11, 2024

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the three and nine months ended August 31, 2024, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2024, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2023, copies of which are available under its profile at www.sedarplus.ca.

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

The Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2024 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), 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 October 11, 2024.

Forward-looking Information

This document contains certain forward-looking information and forward-looking statements, as respectively defined under applicable Canadian and United States securities laws (collectively, "forward-looking statements"), including statements regarding the Company's: (i) future exploration and development plans; (ii) capital requirements and ability to obtain requisite financing; (iii) expectations respecting the receipt of necessary licences and permits, including obtaining extensions thereof; and (iv) strategy and future business plans. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "estimates", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should" or "will" be taken, occur or be achieved. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates including: (i) assumptions about general business and economic conditions; (ii) commodities prices; (iii) the ability of the Company to identify and execute on value enhancement opportunities such as joint ventures, option agreements and other divestitures; (iv) the availability of equity and other financing on reasonable terms or at all, including necessary financing to meet the Company's contractual obligations to maintain its property interests or exercise mineral property options; (v) the timing and ability to obtain requisite operational, environmental and other licences, permits and approvals, including extensions thereof; and (vi) the value of publicly traded securities held by the Company. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to: (i) the Company's limited operating history; (ii) general economic and market conditions; (iii) the Company may not being able to obtain necessary financing on acceptable terms or at all; (iv) any inability to identify or complete value enhancing transactions on acceptable terms or at all; (v) the Company losing or abandoning its property interests; (vi) the Company's properties being in the exploration stage and without known bodies of commercial ore; (vii) the Company being able to obtain or maintain all necessary permits, licences and approvals; (viii) environmental laws and regulations becoming more onerous; (ix) potential defects in title to the Company's properties; (x) fluctuating exchange rates; (xi) fluctuating commodities prices; (xii) operating hazards and other risks of the mining and exploration industry; (xiii) competition; potential inability to find suitable acquisition opportunities and/or complete the same; (xiv) fluctuations in the market price of publicly traded securities held by the Company; and (xv) other risks and uncertainties listed in the Company's public filings, including those set out under "Risk Factors" in the AIF.

These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities laws.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

Business Overview

The Company is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company now 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 and Titiribi Gold-Copper Project, located in the Department of Antioquia, Colombia, the São Jorge Gold Project, located in the State of Pará, Brazil and the Whistler Gold-Copper Project, located in Alaska, United States, held through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining").

In April 2023, U.S. GoldMining completed its initial public offering (the "U.S. GoldMining IPO") and listing on the NASDAQ Capital Market. The Company currently holds approximately 80% of the outstanding shares of common stock of U.S. GoldMining Shares (the "U.S. GoldMining Shares").

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

The head office and principal address of the Company is Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.

Company Strategy

The Company's long-term growth strategy of acquiring and developing gold assets in the Americas is premised on a disciplined execution strategy of advancing the existing portfolio including pursuing partnerships and joint ventures, while also continuing to evaluate accretive acquisition opportunities and potential spin-outs and property divestiture opportunities.

Recent Developments

At-the-Market Equity Program

On November 24, 2023, the Company renewed its at-the-market equity program (the "ATM Program") by entering into an equity distribution agreement (the "2023 Distribution Agreement") with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Canaccord Genuity Corp., Canaccord Genuity LLC, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC (collectively, the "Agents"). Pursuant to 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"). The ATM Shares sold under the 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 the 2023 Distribution Agreement. Unless earlier terminated by the Company or the agents as permitted therein, the ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024.

During the three months ended August 31, 2024, the Company issued a total of 2,000,000 ATM Shares under the ATM Program for aggregate gross proceeds of $2.2 million (net proceeds $2.16 million). Such sales were conducted through the facilities of the TSX. The Agents were paid aggregate commissions on such sales of approximately $0.06 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

During the nine months ended August 31, 2024, the Company issued a total of 7,162,918 ATM Shares under the ATM Program for aggregate gross proceeds of $8.3 million. Aggregate gross proceeds raised over the nine months ended August 31, 2024, were approximately $5.1 million from sales conducted through the facilities of the TSX (net proceeds $5.0 million) and US$2.3 million from sales conducted through the facilities of the NYSE American (net proceeds US$2.3 million), and the Agents were paid aggregate commissions on such sales of approximately $0.13 million and US$0.06 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

Subsequent to August 31, 2024, the Company issued an additional 1,070,402 ATM Shares under the ATM Program for aggregate gross proceeds of $1.4 million. Aggregate gross proceeds raised were US$1.0 million from sales conducted through the facilities of the NYSE American (representing net proceeds of US$1.0 million), and the Agents were paid aggregate commissions on such sales of approximately US$0.03 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

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

On May 15, 2024, U.S. GoldMining entered into an at-the market offering agreement with a syndicate of agents for an at-the-market facility (the "U.S. GoldMining ATM Program"). Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining may sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales.

During the nine months ended August 31, 2024, no common shares were sold under the U.S. GoldMining ATM Program.

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.

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

La Mina Gold-Copper Project

During the three and nine months ended August 31, 2024, the Company incurred $0.1 million and $0.1 million, respectively, 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.

São Jorge Gold Project

During the three and nine months ended August 31, 2024, the Company incurred $0.4 million and $0.8 million, respectively, 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, and costs related to the execution of a 1,077 meter diamond core drilling program and approximately 3,000 meters of power auger drilling (the "São Jorge Program") as announced on May 29, 2024. On June 18, July 9 and September 9, 2024, the Company announced assay results from the completed diamond core drilling and on September 9, 2024, announced partial results for the auger drilling.

The two most recent diamond drill holes successfully identified new gold and copper mineralization approximately 1 kilometer ("km") northwest of the São Jorge gold deposit (the "Deposit") in areas that had no previous drilling.

The ongoing shallow auger drilling program has returned encouraging indications of potential new zones of primary gold mineralization at the William South target located approximately 2 km north of the Deposit. Several auger drill holes delivered high-grade intercepts within the top of weathered bedrock, directly underlying large high-tenor surface soil anomalies.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

The Company commenced the São Jorge Program with the goal of confirming a new structural interpretation which may help to optimize modelling of the mineral resource. Structural analysis of historic mapping and oriented core from drilling by previous operators identified two principal vein/fracture orientations, the intersection of which produces a steeply plunging high-grade 'shoot' geometry. The auger drilling component of the São Jorge Program is continuing, with the goal of mapping bedrock lithology and collecting geotechnical samples in order to help define vectors towards possible new zones of bedrock-hosted mineralization at the project.

In 2023 the Final Exploration Report for the license no.850.058/2002 was approved by the Brazilian National Mining Agency ("ANM") and the Company has acquired the right to apply for a Mining Concession. To complete the application, the Company is required to prepare and file an Economic Assessment Plan ("PAE") and initiate environmental baseline studies to apply for a Preliminary Environmental License. The Company notes that such an assessment plan does not constitute a preliminary economic assessment within the meaning of NI 43-101 and no production decision with respect to the project has been made to date. The Company has contracted independent consultants to proceed with the preparation of the PAE to be submitted to ANM in October 2024.

As previously disclosed by the Company, with respect to the four exploration licenses represented by administrative proceedings Nos. 850.193/2017 to 850.196/2017 held by the Company, for which the first 3-year term has expired, the Company has submitted to ANM preliminary exploration reports and license renewal applications for an additional 3-year term. There is no assurance that such studies or reports will be accepted or that such renewal applications will be approved by ANM.

Whistler Gold-Copper Project

During the three and nine months ended August 31, 2024, U.S. GoldMining incurred $4.3 million and $5.3 million, respectively, of expenditures on the Whistler gold-copper project (the "Whistler Project") which included consulting fees to vendors for geological and environmental work, drilling, permitting, regulatory and community stakeholder engagements and other technical services, and camp and airstrip maintenance costs.

On August 21, 2023, U.S. GoldMining announced the commencement of the 2023 Phase 1 Drilling Program (the "2023 Whistler Program") at the Whistler Project. Phase 1 of the 2023 Whistler Program comprised up to an initial 5,000 meters of the budgeted drilling program. Four confirmatory drill holes were completed for a total of 2,234 meters by mid-November, at which time the 2023 Whistler Program was paused for winter break.

On January 16, 2024, U.S. GoldMining announced initial results from the 2023 Whistler Program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit.

On June 27, 2024, U.S. GoldMining announced the re-commencement of drilling at its 100% owned Whistler Gold-Copper Project for the 2024 field season (the "2024 Whistler Program"). The exploration program for the current field season is focused on additional confirmatory infill and step-out drilling within the Whistler and Raintree West deposits. Surface exploration activities are also planned with the objective to identify drill targets within the broader Whistler Orbit, a classic ‘porphyry cluster’ with potential to discover additional mineralized intrusive centers.

On September 30, 2024, U.S. GoldMining announced initial assay results from the first two diamond drill holes completed of its 2024 Whistler Program.

On October 7, 2024, U.S. GoldMining announced an updated mineral resource estimate for the Whistler Project.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

Titiribi Gold-Copper Project

During the three and nine months ended August 31, 2024, the Company incurred $0.1 million and $0.3 million, respectively, of expenditures on the Titiribi gold-copper project (the "Titiribi Project"), which included expenditures for camp maintenance costs, payroll and personnel expenses, 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. The Company had initially proposed a work program which included a drill program to be completed in 2022, however, the Company has received approval for deferral of the program from Antioquia's Secretary of Mines. A deferral of this program was submitted as a result of restrictions due to the COVID-19 pandemic, as well as recent proceedings of the local municipality, described in further detail below, which was granted and extends the deferral to April 2024. With the granting of the deferral, the Company has re-evaluated the initially planned work program to now include a geotechnical study to better determine the physical characteristics of rock and soil at the Titiribi Project. In January 2024, the Company submitted details of a work program in compliance with the program that was deferred from 2022.

In August 2021, the Municipal Council of Titiribi issued a Territorial Ordinance Scheme which prohibits 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 present activities and status to maintain the Titiribi Project as the situation in the Municipality of Titiribi, Colombia continues to evolve. The Company plans to take appropriate action to appeal the Municipality's actions when required by its exploration and development plans. It expects that any such challenge by the Company would be on the same basis as its prior successful challenge of similar Municipal actions in the past. No proceedings have been commenced at this time. The Titiribi Project remains in good standing.

Other Investments

Gold Royalty Corp.

As at August 31, 2024, the Company owned 21,533,125 shares of NYSE American listed, Gold Royalty Corp. ("GRC"). The shares owned by the Company had a fair value of $38.1 million (US$28.2 million) at August 31, 2024.

During the three and nine months ended August 31, 2024, the Company acquired100,000 common shares, respectively, of GRC for $0.2 million including transaction costs, through open market purchases over the facilities of the NYSE American. No such shares were acquired or sold in the three months ended August 31, 2024.

NevGold Corp.

As of August 31, 2024, the Company owned 26,670,250 common shares (the "Nevgold Shares") of Nevgold Corp. ("Nevgold"), which had a fair value of $7.7 million at August 31, 2024. Additionally, the Company owns warrants exercisable into an additional 1,488,100 NevGold Shares at a price of $0.60 per NevGold Share until December 5, 2024. As the Company has significant influence over NevGold, it accounts for its ownership in NevGold using the equity method.

U.S. GoldMining

As at August 31, 2024, the Company owned 9,878,261 U.S. GoldMining Shares, or approximately 79.7% of U.S. GoldMining's outstanding common shares and 122,490 warrants to purchase U.S. GoldMining Shares. The shares and warrants owned by the Company had a market value of $70.6 million (US$52.3 million) based on the price of such securities quoted on NASDAQ at August 31, 2024.

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

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

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

	August 31,
	2024
(in thousands of dollars)	($)
Assets
Cash and cash equivalents		7,372
Restricted cash		119
Prepaid expenses and deposits		1,318
Other receivables		118
Other assets		57
Land, property and equipment		1,574
Exploration and evaluation assets		93
		10,651

Liabilities
Accounts payable and accrued liabilities		299
Withholdings taxes payable		244
Rehabilitation provisions		438
Lease liability		168
Due to related parties		2
		1,151

Results of Operations

Three Months Ended August 31, 2024, Compared to the Three Months Ended August 31, 2023

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
	August 31,			August 31,						August 31,			August 31,						August 31,			August 31,
(in millions of dollars)	2024 ($)			2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)
Operating loss		5.1			3.5			1.6			3.0			1.2			1.8			8.1			4.7			3.4
Consulting fees		-			-			-			-			0.1			(0.1	)		-			0.1			(0.1	)
Directors' fees, salaries and benefits		0.1			0.1			-			0.4			0.4			-			0.5			0.5			-
Exploration expenses		4.3			2.0			2.3			0.8			0.6			0.2			5.1			2.6			2.5
General and administrative expenses		0.3			1.1			(0.8	)		1.1			1.1			-			1.4			2.2			(0.8	)
Professional fees		0.4			0.1			0.3			0.1			0.2			(0.1	)		0.5			0.3			0.2
Share-based compensation		0.1			0.2			(0.1	)		0.2			0.3			(0.1	)		0.3			0.5			(0.2	)
Share of loss on investment in associate		-			-			-			0.1			0.1			-			0.1			0.1			-
Recovery on receipt of mineral property option payments		-			-			-			-			(1.6	)		1.6			-			(1.6	)		1.6
Dividend income		-			-			-			-			(0.3	)		0.3			-			(0.3	)		0.3
Loss on modification of margin loan		-			-			-			-			0.2			(0.2	)		-			0.2			(0.2	)
Impairment of exploration and evaluation assets		-			-			-			-			1.8			(1.8	)		-			1.8			(1.8	)
Interest income		(0.1	)		(0.3	)		0.2			(0.1	)		-			(0.1	)		(0.2	)		(0.3	)		0.1
Other loss		-			-			-			0.1			0.1			-			0.1			0.1			-
Financing costs		-			-			-			-			0.3			(0.3	)		-			0.3			(0.3	)
Deferred income tax expense		-			-			-			1.3			2.3			(1.0	)		1.3			2.3			(1.0	)
Net loss		5.0			3.2			1.8			4.5			6.4			(1.9	)		9.5			9.6			(0.1	)

⁽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.

For the three months ended August 31, 2024, the Company had an operating loss of $8.1 million, compared to an operating loss of $4.7 million for the same period of 2023. The increase in operating loss was primarily the result of increases in exploration expenses of U.S. GoldMining associated with the Whistler Project and a recovery on receipt of a mineral property option payment of $1.6 million recognized in the same period of 2023, partially offset by decreases in general and administrative expenses and share-based compensation.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

General and administrative expenses were $1.4 million in the three months ended August 31, 2024, compared to $2.2 million in the three months ended August 31, 2023. The decrease was primarily the result of lower investor communications and marketing expenses.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $0.5 million in each of the three months ended August 31, 2024 and 2023.

Exploration expenses were $5.1 million in the three months ended August 31, 2024, compared to $2.6 million in the same period of 2023. The increase was primarily due to increases in exploration expenditures associated with U.S. GoldMining's Whistler Project and at the São Jorge, Crucero, Titiribi and Rea Projects, partially offset by decreases in expenditures at the Yarumalito and La Mina Projects.

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

	For the three months ended				For the six months ended
	August 31,				August 31,
	2024		2023		2024		2023
(in thousands of dollars)	($)		($)		($)		($)
Whistler		4,273		1,982		5,271		2,433
São Jorge		364		174		832		307
Crucero		278		181		298		182
Titiribi		107		70		272		180
Yarumalito		25		84		180		205
La Mina		50		110		123		476
Rea		27		5		68		65
Yellowknife		19		16		21		34
Cachoeira		3		7		13		44
Other Exploration Expenses		-		-		-		2
Total		5,146		2,629		7,078		3,928

Non-cash share-based compensation expenses were $0.3 million in the three months ended August 31, 2024, compared to $0.5 million in the three months ended August 31, 2023. The decrease was primarily the result of lower share-based compensation recorded by U.S. GoldMining, compared to the three months ended August 31, 2023. Share-based compensation for the three months ended August 31, 2024 includes $0.1 million recorded by U.S. GoldMining with respect to the vesting of stock options and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.2 million in the three months ended August 31, 2023.

Professional fees were $0.5 million in the three months ended August 31, 2024, compared to $0.3 million in the three months ended August 31, 2023. The increase was primarily the result of increased legal, accounting, tax and advisory expenses of U.S. GoldMining as a result of its increased activities in the period.

A recovery on the receipt of a mineral property option payment of $nil was recognized by the Company for the three months ended August 31, 2024, compared to $1.6 million in the three months ended August 31, 2023. The recovery in the prior period resulted from the receipt of NevGold Shares as an option payment from NevGold in the amount of $1.6 million for the Almaden Project, which had a carrying value of $nil.

Dividend income was $nil in the three months ended August 31, 2024, compared to $0.3 million in the three months ended August 31, 2023. Dividend income in the prior period was comprised of the quarterly cash dividends paid by GRC.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

In the three months ended August 31, 2023, the Company incurred financing costs of $0.3 million for the Company's margin loan facility, which was repaid in August 2023.

In the three months ended August 31, 2023, the Company recognized a loss on impairment of exploration and evaluation assets for its Surubim Project of $1.8 million. The Company's Surubim Project consists of the Surubim and Rio Novo concessions located in Para State, Brazil. During the quarter ended August 31, 2023, the Company continued efforts to negotiate an extension for its Rio Novo concessions under the Jarbas Agreement, but after failing to settle, provided the property vendor with a notice of termination.

For the three months ended August 31, 2024, the Company recognized a deferred income tax expense of $1.3 million, compared to $2.3 million for the three months ended August 31, 2023. The deferred income tax expense for the three months ended August 31, 2024 resulted from the remeasurement of common shares of GRC at fair value. The deferred income tax expense for the three months ended August 31, 2023 resulted from the recognition of a deferred tax liability upon receipt of NevGold Shares pursuant to the Option Agreement, and the remeasurement of GRC and NevGold common shares at fair value.

For the three months ended August 31, 2024, the Company recorded an unrealized loss on revaluation of long-term investments of $9.8 million in other comprehensive loss, compared to $13.5 million for the three months ended August 31, 2023, as a result of a decrease in the fair value of its long-term investments. The unrealized losses during the three months ended August 31, 2024 and 2023, respectively, were offset by deferred income tax recoveries of $1.3 million and $1.9 million respectively. The long-term 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 August 31, 2024, the Company's net loss was $9.5 million, or $0.05 per share on a basic and diluted basis, of which $8.6 million was attributable to shareholders of the Company and $0.9 million was attributable to non-controlling interests, compared to a net loss of $9.6 million, or $0.05 per share on a basic and diluted basis, of which $9.1 million was attributable to shareholders of the Company and $0.6 million was attributable to non-controlling interests during the three months ended August 31, 2023.

Nine Months Ended August 31, 2024, Compared to the Nine Months Ended August 31, 2023

Selected Operating Results	U.S. GoldMining⁽¹⁾									Others⁽²⁾									Consolidated
	For the nine months ended									For the nine months ended									For the nine months ended
	August 31,			August 31,						August 31,			August 31,						August 31,			August 31,
(in millions of dollars)	2024 ($)			2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)
Operating loss		7.8			7.8			-			8.5			6.7			1.8			16.3			14.5			1.8
Consulting fees		-			-			-			0.3			0.2			0.1			0.3			0.2			0.1
Directors' fees, salaries and benefits		0.3			0.2			0.1			1.3			1.2			0.1			1.6			1.4			0.2
Exploration expenses		5.3			2.4			2.9			1.8			1.5			0.3			7.1			3.9			3.2
General and administrative expenses		1.1			2.5			(1.4	)		4.9			3.4			1.5			6.0			5.9			0.1
Professional fees		0.7			2.2			(1.5	)		0.8			0.8			-			1.5			3.0			(1.5	)
Share-based compensation		0.2			0.4			(0.2	)		2.0			2.0			-			2.2			2.4			(0.2	)
Share of loss on investment in associate		-			-			-			0.5			0.1			0.4			0.5			0.1			0.4
Share of loss on investment in joint venture		-			-			-			0.1			-			0.1			0.1			-			0.1
Recovery on receipt of mineral property option payments		-			-			-			(3.2	)		(2.7	)		(0.5	)		(3.2	)		(2.7	)		(0.5	)
Dividend income		-			-			-			-			(0.9	)		0.9			-			(0.9	)		0.9
Loss on modification of margin loan		-			-			-			-			0.4			(0.4	)		-			0.4			(0.4	)
Impairment of exploration and evaluation assets		-			-			-			-			1.8			(1.8	)		-			1.8			(1.8	)
Interest income		(0.5	)		(0.4	)		(0.1	)		(0.1	)		(0.1	)		-			(0.6	)		(0.5	)		(0.1	)
Other loss		-			-			-			-			0.2			(0.2	)		-			0.2			(0.2	)
Financing costs		-			-			-			-			1.3			(1.3	)		-			1.3			(1.3	)
Current income tax expense		-			-			-			1.8			-			1.8			1.8			-			1.8
Deferred income tax expense		-			-			-			0.3			5.2			(4.9	)		0.3			5.2			(4.9	)
Net loss		7.3			7.4			(0.1	)		10.7			15.4			(4.7	)		18.0			22.8			(4.8	)

⁽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.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

For the nine months ended August 31, 2024, the Company had an operating loss of $16.3 million, compared to an operating loss of $14.5 million for the same period of 2023. The increase in operating loss was primarily the result of increases in exploration expenses associated with the Whistler and São Jorge Projects, share of loss in investment in associate of $0.5 million compared to $0.1 million in the nine months ended August 31, 2023, partially offset by a recovery on receipt of mineral property option payments paid in NevGold Shares of $3.2 million, compared to $2.7 million in the same period of 2023 and decreases in professional fees and share based compensation.

General and administrative expenses were $6.0 million in the nine months ended August 31, 2024, compared to $5.9 million in the nine months ended August 31, 2023.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $1.6 million in the nine months ended August 31, 2024, compared to $1.4 million in the nine months ended August 31, 2023. The increase was primarily due to the hiring of additional staff.

Exploration expenses were $7.1 million in the nine months ended August 31, 2024, compared to $3.9 million in the nine months ended August 31, 2023. The increase was primarily due to increases in exploration expenditures at the São Jorge, Titiribi, and Crucero Projects and U.S. GoldMining's Whistler Project, offset by decreases in expenditures at the Yarumalito and La Mina Projects.

Non-cash share-based compensation expenses were $2.2 million in the nine months ended August 31, 2024, compared to $2.4 million in the nine months ended August 31, 2023. The decrease was primarily the result of lower share-based compensation recorded by U.S. GoldMining, compared to the nine months ended August 31, 2023. Share-based compensation for the nine months ended August 31, 2024 includes $0.2 million recorded by U.S. GoldMining with respect to the vesting of stock options and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.4 million in the nine months ended August 31, 2023.

Professional fees were $1.5 million in the nine months ended August 31, 2024, compared to $3.0 million in the nine months ended August 31, 2023. The decrease was primarily the result of decreased legal, accounting, tax and advisory services, associated with U.S. GoldMining's IPO in the comparative period.

Share of loss in associate was $0.5 million in the nine months ended August 31, 2024, compared to $0.1 million in the nine months ended August 31, 2023. The Company reported the results of NevGold as an associate using the equity method effective July 13, 2023.

A recovery on the receipt of a mineral property option payment of $3.2 million was recognized by the Company for the nine months ended August 31, 2024, compared to $2.7 million in the nine months ended August 31, 2023. The recovery resulted from the receipt of NevGold Shares as an option payment from NevGold in the amount of $3.2 million (August 31, 2023 - $2.7 million) for the Almaden Project, which had a carrying value of $nil.

Dividend income was $nil in the nine months ended August 31, 2024, compared to $0.9 million in the nine months ended August 31, 2023. Dividend income in the prior period was comprised of the quarterly cash dividends paid by GRC.

In the nine months ended August 31, 2023, the Company recognized a loss on modification of the Company's margin loan facility of $0.4 million, as a result of early repayments of principal on the Company's credit facility in the amount of $9.6 million (US$7.1 million).

In the nine months ended August 31, 2023, the Company incurred financing costs of $1.3 million for the Company's margin loan facility, which was repaid in August 2023.

In the nine months ended August 31, 2023, the Company recognized a loss on impairment of exploration and evaluation assets for its Surubim Project of $1.8 million. The Company's Surubim Project consists of the Surubim and Rio Novo concessions located in Para State, Brazil. During the quarter ended August 31, 2023, the Company continued efforts to negotiate an extension for its Rio Novo concessions under the Jarbas Agreement, but after failing to settle, provided the property vendor with a notice of termination.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

For the nine months ended August 31, 2024, the Company recognized a current income tax expense of $1.8 million. The current income tax expense resulted from the completion of the sale of the Almaden Project to a subsidiary of NevGold.

For the nine months ended August 31, 2024, the Company recognized a deferred income tax expense of $0.3 million, compared to $5.2 million for the nine months ended August 31, 2023. The deferred income tax expense for the nine months ended August 31, 2024 resulted from the remeasurement of common shares of GRC at fair value. The deferred income tax expense during the nine months ended August 31, 2024 was net of a deferred tax recovery resulting from reclassifying the deferred tax liability pertaining to the Nevgold option agreement to current on completion of the disposal of the Almaden Project. The deferred tax expense during the nine months ended August 31, 2023 resulted from the recognition of a deferred tax liability upon receipt of NevGold Shares pursuant to the Option Agreement, and the remeasurement of common shares of GRC and NevGold at fair value during the nine months ended August 31, 2023.

For the nine months ended August 31, 2024, the Company recorded an unrealized loss on revaluation of long-term investments of $7.2 million in other comprehensive loss, compared to an unrealized loss of $33.6 million for the nine months ended August 31, 2023, as a result of a decrease in the fair value of its long-term investments. The unrealized losses during the nine months ended August 31, 2024 and 2023, respectively, were offset by deferred income tax recoveries of $1.0 million and $4.6 million, respectively, during these periods. The long-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted market share prices.

During the nine months ended August 31, 2024, the Company's net loss was $18.0 million, or $0.09 per share on a basic and diluted basis, of which $16.6 million was attributable to shareholders of the Company and $1.3 million was attributable to non-controlling interests, compared to a net loss of $22.8 million, or $0.13 per share on a basic and diluted basis, of which $22.1 million was attributable to shareholders of the Company and $0.7 million was attributable to non-controlling interests, during the nine months ended August 31, 2023.

Use of Proceeds from the U.S. GoldMining IPO

The following table sets out a comparison of how U.S. GoldMining has utilized the net proceeds realized under the U.S. GoldMining IPO in comparison to the estimated use of proceeds disclosed by U.S. GoldMining in its prospectus (the "IPO Prospectus"). The information therein is presented as of August 31, 2024:

	Estimated Use of Proceeds		Actual Use of Proceeds
	(US$)		(US$)
Exploration and development activities on Whistler Project, including infill and exploration drilling, metallurgical sampling, economic studies and consultation		6,220,000		7,899,000
Permitting and Reporting		1,175,000		854,000
Repayment of current liabilities, including advance from GoldMining⁽¹⁾		2,381,000		1,759,000
General and administrative expenses		3,240,000		3,966,000
Other general working capital purposes		4,284,000		1,151,000
Total		17,300,000		15,629,000

Note:

⁽¹⁾ Before the U.S. GoldMining IPO, U.S. GoldMining's liquidity needs were met through funding provided by GoldMining. Upon completion of the U.S. GoldMining IPO, U.S. GoldMining utilized a portion of the proceeds to repay such advances.

Actual use of proceeds for exploration and development activities at the Whistler Project as of August 31, 2024 was $10.7 million (US$7.9 million). The proceeds used to date primarily relate to U.S. GoldMining's confirmatory work program at the Whistler Project, which commenced in 2023. The difference was primarily related to actual expenditures related to U.S. GoldMining's confirmatory work program at the Whistler Project being more than initially estimated. Actual use of proceeds for permitting and reporting was $1.2 million (US$0.9 million). The proceeds used to date primarily relate to ongoing activities, with the difference related to planned permitting and reporting activities which have yet to commence. Actual use of proceeds for repayment of liabilities was $2.4 million (US$1.8 million). The difference was primarily related to actual expenditures related to the U.S. GoldMining IPO being less than initially estimated. Actual use of proceeds for general and administrative expenses was $5.4 million (US$4.0 million). The proceeds used to date primarily relate to actual general and administrative expenditures, and the increase is mainly for building corporate brand awareness after the completion of the U.S. GoldMining IPO. Actual use of proceeds for general working capital was $1.6 million (US$1.2 million). The proceeds used to date primarily relate to the construction of camp structures and purchase of equipment. The difference is due to budgeted future activities, which have yet to be performed.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

Summary of Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated. The Company did not receive any revenues during such periods.

For the quarter ended				Basic			Diluted
	Net loss			net loss per share			net loss per share
(in thousands of dollars, except per share amounts)	($)			($)			($)
August 31, 2024		(9,480	)		(0.05	)		(0.05	)
May 31, 2024		(5,692	)		(0.03	)		(0.03	)
February 29, 2024		(2,779	)		(0.01	)		(0.01	)
November 30, 2023		(7,639	)		(0.04	)		(0.04	)
August 31, 2023		(9,624	)		(0.05	)		(0.05	)
May 31, 2023		(7,074	)		(0.04	)		(0.04	)
February 28, 2023		(6,112	)		(0.04	)		(0.04	)
November 30, 2022		(4,385	)		(0.03	)		(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. During the three months ended August 31, 2024, the three months ended May 31, 2024, the three months ended November 30, 2023 and the three months ended August 31, 2023, net loss was higher as a result of U.S. GoldMining's exploration program and other activities. During the three months ended February 29, 2024, net loss was lower as a result of recovery on the receipt of mineral property option payments. During the three months ended May 31, 2023, and the three months ended February 28, 2023, net loss was higher compared to other quarters as a result of increased activities and expenses associated with preparations for the U.S. GoldMining IPO and a higher deferred tax expense, primarily associated with the Company's long-term investments.

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 $7.4 million and other assets of $3.3 million held by U.S. GoldMining are solely for the operations of U.S. GoldMining and are not available for use by GoldMining or other subsidiaries of GoldMining.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

	As at August 31,		As at November 30,
	2024		2023
(in thousands of dollars)	($)		($)
Cash and cash equivalents		11,105		21,589
Working capital		10,728		21,383
Long-term investments		38,059		45,080
Total assets		121,521		136,878
Total current liabilities		3,363		2,344
Accounts payable and accrued liabilities		1,172		1,757
Total non-current liabilities		1,505		2,121
Shareholders' equity		114,763		129,243
Non-controlling interests		1,890		3,170

Capital resources of the Company consist primarily of cash, liquid short-term investments, long-term investments and shares held in NevGold, which are accounted for as an investment in associate. As of August 31, 2024, the Company had cash and cash equivalents totalling $11.1 million compared to $21.6 million at November 30, 2023, and $3.0 million in other current assets compared to $2.1 million at November 30, 2023. This includes cash and cash equivalents held by U.S. GoldMining of $7.4 million compared to $15.5 million at November 30, 2023, and $3.3 million in other assets held by U.S. GoldMining compared to $2.4 million at November 30, 2023.

The decrease in cash and cash equivalents was primarily the result of operating expenditures offset by cash proceeds from the ATM Program during the nine months ended August 31, 2024. As of August 31, 2024, the Company had long-term investments of $38.1 million compared to $45.1 million as at November 30, 2023, and held NevGold Shares with a fair value of $7.7 million as at August 31, 2024 compared to $5.3 million as at November 30, 2023. The decrease in the value of long-term investments was primarily the result of a decrease in the market price of GRC shares held by the Company. The increase in the fair value of NevGold Shares was primarily the result of the receipt of a $3.2 million mineral property option payment paid in NevGold Shares, partially offset by a decrease in the market price of NevGold Shares.

The Company had accounts payable and accrued liabilities of $1.2 million as of August 31, 2024, compared to $1.8 million at November 30, 2023. As of August 31, 2024, the Company had working capital (current assets less current liabilities) of $10.7 million compared to $21.4 million at November 30, 2023. As of August 31, 2024, U.S. GoldMining had working capital of $8.4 million compared to $15.6 million at November 30, 2023. U.S. GoldMining's working capital is not available for use by GoldMining or other subsidiaries of GoldMining.

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 Strategic Review Process 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.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

Contractual Obligations

The following table summarizes the Company's contractual obligations as at August 31, 2024, including payments due for each of the next five years and thereafter.

Contractual Obligations (in thousands of dollars)	Payments Due by Period
Contractual Obligations (in thousands of dollars)	Total ($)		Less than 1 year ($)		1 – 3 years ($)		3 – 5 years ($)		After 5 years ($)
Office and Storage Leases		1,009		354		434		221		-
Total Contractual Obligations		1,009		354		434		221		-

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 $1.0 million over the next five years. These leased facilities include those of U.S. GoldMining.

Commitments

Boa Vista Joint Venture Project

The Company holds an 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands that 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 ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and in the event Majestic's interest in BVG falls below 10% Majestic's interest will be converted to a 1.5% net smelter return royalty payable by BVG to Majestic.

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3.62 million in September 2018 to the counterparty thereunder. This was subsequently amended, and under the most recent amended terms, 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 ($0.83 million) (the "Final Payment") was June 30, 2024. GT can extend the option to make the Final Payment for an additional year on an annual basis by paying a fixed rate of 7% of the remaining balance on or before June 30 of each year. 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 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.

Surubim Project

Altoro Agreement – Surubim Property

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

La Mina Project

Whistler Project

In May 2024, U.S. GoldMining entered into an agreement with a technical consultant for the management of an exploration program for the Whistler Project. The agreement included an approved work order totaling $4.8 million (US$3.5 million), with the Company holding the option for approval of additional expenditures up to $2.7 million (US$2.0 million), for the period of January 1, 2024, to December 31, 2024. The work order may be paused, postponed or terminated by either party with 30 days' written notice. Additionally, as at August 31, 2024, U.S. GoldMining has paid the technical consultant $5.8 million (US$4.3 million) towards the approved work order.

Cash Flows

Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2024, was $17.5 million, compared to $16.4 million during the nine months ended August 31, 2023. Significant operating expenditures during the current year included general and administrative expenses, directors' fees, salaries and benefits, professional fees and exploration expenditures.

Investing Activities

Net cash used in investing activities during the nine months ended August 31, 2024 was $1.0 million, compared to $3.7 million during the nine months ended August 31, 2023. Net cash used in investing activities during the nine months ended August 31, 2024 was primarily related to investment in joint venture of $0.2 million, compared to $0.0 million during the nine months ended August 31, 2023, purchase of securities in the amount of $0.2 million, compared to $1.9 million during the nine months ended August 31, 2023, construction of camp structures of $nil compared to $1.3 million during the nine months ended August 31, 2023, a mineral property option payment of $0.3 million for the La Garrucha concession, compared to $0.4 million during the nine months ended August 31, 2023, purchase of equipment in the amount of $0.2 million compared to $0.0 million during the nine months ended August 31, 2023, and $0.1 million for the partial buydown of a royalty on the Crucero Project, compared to $nil during the nine months ended August 31, 2023.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

Financing Activities

Net cash provided by financing activities during the nine months ended August 31, 2024, was $8.1 million, compared to $32.8 million during the nine months ended August 31, 2023. Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the nine months ended August 31, 2024 in the amount of $8.1 million, compared to $17.2 million during the nine months ended August 31, 2023, exercise of options during the nine months ended August 31, 2024 of $0.0 million, compared to $0.8 million during the nine months ended August 31, 2023, interest paid on the margin loan of $nil during the nine months ended August 31, 2024, compared to $0.9 million during the nine months ended August 31, 2023, principal repayments of margin loan in the amount of $nil compared to $9.6 million during the nine months ended August 31, 2023, net proceeds received from the U.S. GoldMining IPO of $nil, compared to $24.3 million during the nine months ended August 31, 2023, open market purchases of U.S. GoldMining Shares of $nil, compared to $3.4 million during the nine months ended August 31, 2023, and proceeds received from U.S. GoldMining warrant exercises of $nil, compared to $4.5 million during the nine months ended August 31, 2023.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future affect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

During the three and nine months ended August 31, 2024, the Company incurred related party transactions of $0.1 million and $0.4 million, respectively, compared to $0.1 million and $0.2 million, respectively, for the three and nine months ended August 31, 2023 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. As at August 31, 2024, prepaid expenses includes $nil (November 30, 2023: $0.2 million) in service fees paid to Blender Media.

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2024, the Company did not enter into any contracts or undertake any commitments or obligations with any related parties other than as disclosed herein.

Transactions with Key Management Personnel

	For the three months ended				For the nine months ended
	August 31,		August 31,		August 31,		August 31,
	2024		2023		2024		2023
(in thousands of dollars)	($)		($)		($)		($)
Management fees		48		48		143		143
Director and officer fees		118		114		357		322
Share-based compensation		144		231		1,168		1,254
Total		310		393		1,668		1,719

As at August 31, 2024, $0.03 million was payable to key management personnel for services provided to the Company (November 30, 2023: $0.2 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 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:

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

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 August 31, 2024, the Company concluded no impairment indicators exist for any of its exploration and evaluation assets.

Changes in, and Initial Adoption of, Accounting Policies

The accounting policies are consistent with those of the previous financial year.

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.

The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term investments 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. The fair value of warrants to purchase NevGold Shares were initially determined on a residual basis and subsequently measured using the Black-Scholes valuation model. The significant inputs used are readily available in public markets and therefore have been classified as level 2. Inputs used in the Black-Scholes model for the valuation of warrants include risk-free interest rate, volatility, and dividend yield.

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.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

Currency Risk

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

	As at August 31,		As at November 30,
	2024		2023
(in thousands of dollars)	($)		($)
Assets
United States Dollar		45,704		60,652
Brazilian Real		35		30
Colombian Peso		237		546
Total		45,976		61,228

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.1 million.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2024 would have an impact, net of tax, of approximately $3.3 million on other comprehensive loss for the nine months ended August 31, 2024. 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 August 31, 2024 would have an impact of $0.8 million on net loss for the nine months ended August 31, 2024.

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 arises from the impact of interest rates on its cash and cash equivalents, restricted cash and term deposits, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents, restricted cash and term deposits are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

Credit Risk

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

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 August 31, 2024, the Company has working capital (current assets less current liabilities) of $10.7 million. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $7.5 million and other assets of $3.2 million are not available for use by GoldMining or other subsidiaries of GoldMining.

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company owns 9.88 million shares and 0.12 million warrants of NASDAQ-listed U.S. GoldMining (closing share and warrant trading prices as of August 31, 2024 of US$5.29 and US$0.70, respectively, with a fair value of $70.6 million (US$52.3 million)), 21.53 million shares of NYSE-listed GRC (closing share price as of August 31, 2024 of US$1.31 reflects a fair value of $38.1 million (US$28.2 million)), and 26.67 million NevGold Shares (fair value of $7.7 million). GoldMining believes that its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC and NevGold Shares, and access to its ATM Program will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at August 31, 2024, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $3.3 million on other comprehensive loss for the nine months ended August 31, 2024.

Outstanding Share Data

As of the date hereof, the Company has 192,030,077 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 and nine months ended August 31, 2024

Share Options

The outstanding share options to purchase GoldMining Shares as of the date of this MD&A are as follows:

Expiry Date	Exercise/Grant Price ($)		Number Outstanding
November 25, 2024		1.05		175,250
July 8, 2025		2.28		50,000
August 1, 2025		2.22		150,000
August 31, 2025		3.38		50,000
September 24, 2025		2.86		200,000
November 19, 2025		2.88		1,515,000
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,498,750
November 24, 2026		1.84		140,000
December 7, 2026		1.57		25,000
January 17, 2027		1.98		18,945
January 18, 2027		2.01		50,000
April 7, 2027		2.07		100,000
June 20, 2027		1.46		25,000
July 15, 2027		1.18		75,000
November 24, 2027		1.60		4,083,000
May 8, 2028		1.45		50,000
May 24, 2028		1.34		75,000
October 31, 2028		1.09		50,000
November 4, 2028		1.09		3,467,500
December 1, 2028		1.22		240,000
January 16, 2029		1.14		50,000
March 13, 2029		1.23		33,234
				13,221,679

Each option entitles the holder thereof to purchase one GoldMining Share.

Restricted Share Rights

As of the date of this MD&A, there are 77,425 restricted share rights outstanding, which are convertible into 77,425 GoldMining Shares in accordance with their terms.

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.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2024

The CEO and CFO have evaluated whether there were changes to the DCP during the three and nine months ended August 31, 2024 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. 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, unauthorized receipts and expenditures, or the inability to provide assurance that

unauthorized acquisitions or dispositions of assets can be detected.

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 and nine months ended August 31, 2024 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 under the Company's profile 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.

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Alastair Still, Chief Executive Officer of GoldMining Inc., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended August 31, 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 1, 2024 and ended on August 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 11, 2024

/s/ Alastair Still

Alastair Still

Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Patrick Obara, Chief Financial Officer of GoldMining Inc., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended August 31, 2024.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 1, 2024 and ended on August 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 11, 2024

/s/ Patrick Obara

Patrick Obara

Chief Financial Officer

GoldMining (AMEX:GLDG)
Historical Stock Chart
From Dec 2024 to Jan 2025

GoldMining (AMEX:GLDG)
Historical Stock Chart
From Jan 2024 to Jan 2025

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

GLDG GoldMining Inc

Latest GLDG Messages

Loading Messages....

GoldMining Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

GLDG GoldMining Inc

Latest GLDG Messages

Loading Messages....

GoldMining Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Go Ad-Free