8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2024

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690	37-1792147
(Commission File Number)	(IRS Employer Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	USGO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00	USGOW	The Nasdaq Stock Market LLC

Item 7.01 Regulation FD Disclosure.

On July 12, 2024, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed on a Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2024 and 2023 (the “Financial Statements”) and management’s discussion and analysis for the three and six months ended May 31, 2024 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the three and six months ended May 31, 2024.

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

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

Cautionary Statement Regarding the Financial Statements and MD&A

The Company cautions investors and potential investors not to place undue reliance upon the financial information of the Company contained in the Financial Statements and MD&A, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Financial Statements and MD&A are limited in scope, cover a limited time period and have been prepared solely for the purpose of GoldMining’s reporting requirements. The Financial Statements and MD&A were not audited by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the financial information of the Company disclosed in the Financial Statements and MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended June 30, 2024, as such the information contained in the Financial Statements and MD&A is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company’s actual results for the quarterly period covered in part by the Financial Statements and MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and MD&A also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Financial Statements and MD&A should not be viewed as indicative of future results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Condensed consolidated interim financial statements of GoldMining Inc. for the three and six months ended May 31, 2024 and 2023 (unaudited).
99.2	Management’s discussion and analysis of GoldMining Inc. for the three and six months ended May 31, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: July 12, 2024	U.S. GOLDMINING INC.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

MAY 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars unless otherwise stated)

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

			As at May 31,			As at November 30,
	Notes		2024			2023
			($)			($)
Assets
Current assets
Cash and cash equivalents		3		17,246			21,589
Restricted cash		3		118			118
Other receivables				522			594
Prepaid expenses and deposits		4		2,205			1,379
Other assets				181			47
				20,272			23,727
Non-current assets
Reclamation deposits				494			494
Exploration and evaluation assets		5		56,655			56,815
Land, property and equipment		6		3,327			3,233
Investment in associate		7		9,120			6,297
Investment in joint venture				1,223			1,232
Long-term investments		8		47,833			45,080
				138,924			136,878
Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,674			1,757
Due to joint venture				28			30
Due to related parties		12		32			239
Lease liabilities				81			66
Income taxes payable		5		1,789			7
Withholding taxes payable				246			245
				3,850			2,344
Non-current liabilities
Lease liabilities				344			329
Rehabilitation provisions				893			888
Deferred tax liability				254			904
				5,341			4,465
Equity
Issued capital		9		182,827			176,584
Reserves		9		14,992			13,493
Retained earnings				12,264			20,176
Accumulated other comprehensive loss				(79,299	)		(81,010	)
Total equity attributable to shareholders of the Company				130,784			129,243
Non-controlling interests		10		2,799			3,170
				133,583			132,413
				138,924			136,878

Commitments (Note 14)

Approved and authorized for issue by the Board of Directors on July 12, 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

1

Goldmining Inc. Condensed Consolidated Interim Statements of Comprehensive Loss For the three and six months ended May 31, 2024 and 2023 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			For the three months						For the six months
			ended May 31,						ended May 31,
	Notes		2024			2023			2024			2023
			($)			($)			($)			($)
Expenses
Consulting fees				157			57			277			130
Depreciation		6		85			39			162			83
Directors' fees, salaries and benefits		12		532			537			1,053			946
Exploration expenses		5		1,217			700			1,932			1,299
General and administrative				2,668			2,058			4,604			3,736
Professional fees				482			1,566			966			2,756
Share-based compensation		9,10		692			1,029			1,944			1,904
Share of loss in associate		7		2			-			403			-
Share of loss on investment in joint venture				-			13			68			13
Recovery on the receipt of mineral property option payments		5		-			-			(3,200	)		(1,134	)
				5,835			5,999			8,209			9,733
Operating loss				(5,835	)		(5,999	)		(8,209	)		(9,733	)
Other items
Dividend income				-			287			-			574
Loss on modification of margin loan				-			(129	)		-			(259	)
Interest income				206			103			438			189
Other income (loss)				35			(53	)		31			(87	)
Financing costs				(9	)		(444	)		(18	)		(958	)
Net foreign exchange gain				20			101			11			6
Net loss for the period before taxes				(5,583	)		(6,134	)		(7,747	)		(10,268	)
Current income tax expense		5		(13	)		(15	)		(1,781	)		(15	)
Deferred income tax recovery (expense)				(96	)		(925	)		1,057			(2,903	)
Net loss for the period				(5,692	)		(7,074	)		(8,471	)		(13,186	)
Attributable to:
Shareholders of the Company				(5,470	)		(6,924	)		(8,056	)		(13,036	)
Non-controlling interests				(222	)		(150	)		(415	)		(150	)
Net loss for the period				(5,692	)		(7,074	)		(8,471	)		(13,186	)
Other comprehensive loss
Items that will not be subsequently reclassified to net income or loss:
Unrealized income (loss) on short-term investments				8			2			14			(2	)
Unrealized income (loss) on long-term investments		8		(705	)		(6,802	)		2,591			(20,092	)
Deferred tax recovery (expense) on long-term investments				94			915			(353	)		2,712
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments				(477	)		281			(528	)		1,087
Total comprehensive loss for the period				(6,772	)		(12,678	)		(6,747	)		(29,481	)
Attributable to:
Shareholders of the Company				(6,561	)		(12,528	)		(6,345	)		(29,331	)
Non-controlling interests		10		(211	)		(150	)		(402	)		(150	)
Total comprehensive loss for the period				(6,772	)		(12,678	)		(6,747	)		(29,481	)
Net loss per share, basic and diluted				(0.03	)		(0.04	)		(0.04	)		(0.08	)
Weighted average number of shares outstanding, basic and diluted				186,030,955			168,724,064			184,841,158			167,814,112

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

2

Goldmining Inc. Condensed Consolidated Interim Statements of Changes in Equity For the six months ended May 31, 2024 and 2023 (Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

														Accumulated			Attributable
														Other			to Shareholders			Non-
			Number of		Issued						Retained			Comprehensive			of the			Controlling
	Notes		Shares		Capital			Reserves			Earnings			Loss			Company			Interests			Total
					($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2022				163,669,818		150,879			11,930			27,984			(55,702	)		135,091			-			135,091
Options exercised		9		573,993		939			(231	)		-			-			708			-			708
Restricted share rights vested		9		141,926		230			(230	)		-			-			-			-			-
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				-		-			-			(646	)		-			(646	)		928			282
At-the-Market offering:
Common shares issued for cash				5,797,627		10,036			-			-			-			10,036			-			10,036
Agents' fees and issuance costs				-		(251	)		-			-			-			(251	)		-			(251	)
Share-based compensation		9		-		-			1,666			197			-			1,863			41			1,904
Deferred tax benefits of share issuance costs				-		48			-			-			-			48			-			48
Other comprehensive loss				-		-			-			-			(16,295	)		(16,295	)		-			(16,295	)
Net loss for the period				-		-			-			(13,036	)		-			(13,036	)		(150	)		(13,186	)
Balance at May 31, 2023				170,183,364		161,881			13,135			35,206			(71,997	)		138,225			4,221			142,446
Options exercised		9		1,797,500		2,054			(574	)		-			-			1,480			-			1,480
Restricted share rights vested		9		124,670		186			(186	)		-			-			-			-			-
US GoldMining
Net proceeds from Initial Public Offering				-		-			-			(193	)		-			(193	)		194			1
Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining				-		-			-			671			-			671			253			924
At-the-Market offering:
Common shares issued for cash				11,152,526		12,733			-			-			-			12,733			-			12,733
Agents' fees and issuance costs				-		(318	)		-			-			-			(318	)		-			(318	)
Share-based compensation		9,10		-		-			1,118			217			-			1,335			48			1,383
Deferred tax benefits of share issuance costs				-		48			-			-			-			48			-			48
Other comprehensive loss				-		-			-			-			(9,013	)		(9,013	)		(8	)		(9,021	)
Net loss for the period				-		-			-			(15,725	)		-			(15,725	)		(1,538	)		(17,263	)
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		7,500		9			(2	)		-			-			7			-			7
Restricted share rights vested		9		217,780		268			(268	)		-			-			-			-			-
At-the-Market offering:
Common shares issued for cash		9		5,162,918		6,110			-			-			-			6,110			-			6,110
Agents' fees and issuance costs		9		-		(153	)		-			-			-			(153	)		-			(153	)
Share-based compensation		9,10		-		-			1,769			144			-			1,913			31			1,944
Deferred tax benefits of share issuance costs				-		9			-			-			-			9			-			9
Other comprehensive income				-		-			-			-			1,711			1,711			13			1,724
Net loss for the period				-		-			-			(8,056	)		-			(8,056	)		(415	)		(8,471	)
Balance at May 31, 2024				188,646,258		182,827			14,992			12,264			(79,299	)		130,784			2,799			133,583

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

3

Goldmining Inc. Condensed Consolidated Interim Statements of Cash Flows For the six months ended May 31, 2024 and 2023 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the six months ended
	May 31,
	2024			2023
	($)			($)
Operating activities
Net loss for the period		(8,471	)		(13,186	)
Adjustments for items not involving cash:
Depreciation		162			83
Accretion		19			17
Financing costs		18			958
Share of loss on investment in joint venture		68			13
Share-based compensation		1,944			1,904
Unrealized gain on short-term investments		(28	)		-
Unrealized loss on long-term investments		-			70
Loss on loan modification		-			259
Share of loss in associate		403			-
Deferred income tax expense (recovery)		(1,057	)		2,903
Recovery on the receipt of mineral property option payments		(3,200	)		(1,134	)
Net foreign exchange loss		-			131
Net changes in non-cash working capital items:
Other receivables		72			(281	)
Prepaid expenses and deposits		(640	)		(966	)
Accounts payable and accrued liabilities		(269	)		(53	)
Incomes taxes payable		1,783			-
Withholdings taxes payable		-			16
Due to related parties		(207	)		(149	)
Cash used in operating activities		(9,403	)		(9,415	)
Investing activities
Investment in exploration and evaluation assets		(306	)		(501	)
Purchase of securities		(190	)		(1,592	)
Investment in joint venture		(133	)		(3	)
Purchase of equipment		(180	)		(14	)
Royalty buyback		(99	)		-
Reclamation deposit		-			30
Cash used in investing activities		(908	)		(2,080	)
Financing activities
Net proceeds from At-the-Market offering		5,957			9,785
Net proceeds from US GoldMining IPO		-			24,256
Proceeds from US GoldMining warrant exercises		-			3,685
Proceeds from common shares issued upon exercise of options		7			708
Open market purchases of US GoldMining shares		-			(3,403	)
Payment of lease liabilities		(54	)		(52	)
Principal payment of margin loan		-			(5,116	)
Interest paid on margin loan		-			(716	)
Cash generated from financing activities		5,910			29,147
Effect of exchange rate changes on cash		58			62
Net increase (decrease) in cash and cash equivalents and restricted cash		(4,343	)		17,714
Cash and cash equivalents and restricted cash
Beginning of period		21,707			8,325
End of period		17,364			26,039

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

4

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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 six month periods ended May 31, 2024 were authorised for issue by the Company's Board of Directors on July 12, 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.

5

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

3. Cash and Cash Equivalents and Restricted Cash

	May 31,		November 30,
	2024		2023
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		4,194		7,291
Term deposits		13,052		14,298
Total		17,246		21,589

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

4. Prepaids

	May 31, 2024		November 30, 2023
	($)		($)
Prepaid corporate development expenses		231		700
Prepaid insurance		185		419
Other prepaid expenses		1,789		260
Total		2,205		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 six months ended
	May 31,						May 31,
	2024			2023			2024			2023
	($)			($)			($)			($)
Balance at the beginning of period		56,973			57,738			56,815			56,788
Mineral rights and property acquired		99			-			99			-
Mineral property option payment		85			279			306			501
		57,157			58,017			57,220			57,289
Change in reclamation estimate		(16	)		(5	)		(16	)		(17	)
Foreign currency translation adjustments		(486	)		220			(549	)		960
Balance at the end of period		56,655			58,232			56,655			58,232

6

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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:

	May 31,		November 30,
	2024		2023
	($)		($)
La Mina		15,306		14,926
Titiribi		12,221		12,161
Crucero		7,268		7,135
Yellowknife		7,055		7,061
Cachoeira		6,117		6,489
São Jorge		5,154		5,467
Yarumalito		1,693		1,685
Whistler		1,072		1,076
Surubim		334		354
Batistão		231		246
Montes Áureos and Trinta		176		187
Rea		28		28
Total		56,655		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.

To exercise the option, NevGold was required to:

● make additional payments totaling $6,000 to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments were satisfied by NevGold by issuing NevGold Shares, on the following dates:

o January 1, 2023: $1,500

o July 1, 2023: $1,500

o January 1, 2024: $3,000

● complete qualifying expenditures on the Project totaling $2,250, comprised of $1,500 on or before June 1, 2023 (completed), and a further $750 on or before December 31, 2023 (completed).

● Additionally, 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:

o $500 on completion of a positive Preliminary Economic Assessment

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

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

Pursuant to the Option Agreement, in the year ended November 30, 2022, the Company also completed an initial strategic investment in NevGold by subscribing for 1,481,481 NevGold Shares at a price of $0.675 per share, which was based on the volume weighted average price ("VWAP") of the NevGold Shares for the 30-trading day period prior to the date the Option Agreement was entered into, for a total subscription of $1,000.

7

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

GoldMining agreed to, subject to certain conditions, purchase additional NevGold equity in an amount to the lesser of $1,250 and 40% of the total gross proceeds raised by NevGold in certain qualifying financings announced prior to November 30, 2022. The Company completed the purchase of shares and warrants by entering into an agreement to purchase 2,976,200 units ("Units") of NevGold in a brokered private placement, which closed on December 5, 2022, for a total purchase price of $1,250. Each Unit, priced at $0.42 per Unit, consisted of one common share of NevGold (each, a "NevGold Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "NevGold Warrant") of NevGold. Each NevGold Warrant entitles the holder to purchase one Common Share at an exercise price of $0.60 until December 5, 2024.

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 six months ended May 31, 2024.

As a result, the Company has completed the sale of the Almaden Project to a subsidiary of NevGold. Option proceeds received to date pursuant to the Option Agreement are taxable in fiscal 2024, resulting in a current income tax expense of $1,781 being recognized in the six months ended May 31, 2024. As at May 31, 2024, current income taxes payable related to the sale of the Almaden Project are $1,789.

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 six months ended May 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, which is subject to acceptance by the vendor. 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.

8

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

Exploration Expenditures

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

									For the period from
	For the three months ended				For the six months ended				incorporation,
	May 31,				May 31,				September 9, 2009, to
	2024		2023		2024		2023		May 31, 2024
	($)		($)		($)		($)		($)
Whistler		662		277		998		451		11,416
São Jorge		345		83		468		133		2,325
Titiribi		95		51		165		110		2,514
Yarumalito		22		91		155		121		582
La Mina		40		122		73		366		3,289
Rea		32		55		41		60		408
Crucero		17		-		20		1		650
Cachoeira		4		18		10		37		6,826
Yellowknife		-		2		2		18		1,361
Other Exploration Expenses		-		1		-		2		3,943
Total		1,217		700		1,932		1,299		33,314

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			43			126		243
Disposition		-		-		-			(162	)		-			-		(162	)
Impact of foreign currency translation		5		12		(3	)		2			-			-		16
Balance at May 31, 2024		1,077		2,368		220			451			359			578		5,053
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		-		78		11			56			7			10		162
Disposition		-		-		-			(162	)		-			-		(162	)
Impact of foreign currency translation		-		4		(3	)		2			(1	)		1		3
Balance at May 31, 2024		-		842		207			41			252			384		1,726
Net Book Value
At November 30, 2023		1,072		1,596		13			403			70			79		3,233
At May 31, 2024		1,077		1,526		13			410			107			194		3,327

9

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

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 six months ended May 31, 2024, the Company acquired 10,000,000 common shares of NevGold (Note 5). As of May 31, 2024, the Company held 26,670,250 shares of NevGold, with a fair value of approximately $11.6 million and representing a 28.4% ownership interest.

The following outlines the movement in investment in associate during the six months ended May 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		(724	)
Share of OCI in NevGold		26
Gain on dilution of ownership interest in NevGold		321
Balance at May 31, 2024	$	9,120

The equity accounting for NevGold is based on its published results to March 31, 2024, and an estimate of results for the period of March 1, 2024 to May 31, 2024. The following is a summary of the Condensed Consolidated Interim Statements of Financial Position of NevGold at March 31, 2024 on a 100% basis was: current assets - $1,032, noncurrent assets - $25,847, total assets - $26,879, current liabilities - $1,522, non-current liabilities - $465 and net assets - $24,892. The following is a summary of the Condensed Consolidated Interim Statement of loss and comprehensive loss of NevGold for the three months ended March 31, 2024 on a 100% basis: operating loss - $416, accretion - $4, business development - $165, consulting fees, salaries and director's fees - $130, depreciation - $17, occupancy, administrative, and general expenses - $44, transfer agent and listing fees - $40, professional fees - $16, interest income - $4, non-controlling interest – $nil, net loss - $412, and comprehensive loss - $112.

The Company's equity share of NevGold's estimated net loss for the three months ended May 31, 2024 was $53 (three months ended May 31, 2023 - $nil) or $2, net of a $51 gain on dilution of ownership interest in NevGold.

The Company's equity share of NevGold's estimated net loss for the six months ended May 31, 2024 was $724 (six months ended May 31, 2023 - $nil) or $403, net of a $321 gain on dilution of ownership interest in NevGold.

8. Long-term Investments

As at May 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.

10

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

Investment in Gold Royalty Corp.

During the six months ended May 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 six months ended May 31, 2024 and the year ended November 30, 2023:

			As at November 30													As at May 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		2,591		-		-			47,833
Investment in NevGold - warrants(2)		1,488,100		-		28		-		-		-		(28	)		-
						45,080		190		2,591		-		(28	)		47,833

			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 May 31, 2024.

⁽²⁾ During the six months ended May 31, 2024, amounts were reclassified to short-term investments.

⁽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 "ATM Program"). The new ATM Program replaced the previous ATM program which expired on January 1, 2023 in accordance with its terms. Pursuant to the new 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 new 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 new 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 ATM Program reached the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) November 27, 2023.

11

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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 which replaced the previous ATM program which expired on November 27, 2023 in accordance with its terms. Pursuant to the new 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 new 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 new 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 six months ended May 31, 2024, the Company issued 5,162,918 common shares under the ATM Program for gross proceeds of $6,110, with aggregate commissions paid to agents of $153.

9.2 Reserves

	Restricted Shares ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2022		35			8,354			3,541		11,930
Options exercised		-			(231	)		-		(231	)
Restricted share rights vested		(230	)		-			-		(230	)
Share-based compensation		278			1,388			-		1,666
Balance at May 31, 2023		83			9,511			3,541		13,135
Options exercised		-			(574	)		-		(574	)
Restricted share rights vested		(186	)		-			-		(186	)
Share-based compensation		103			1,015			-		1,118
Balance at November 30, 2023		-			9,952			3,541		13,493
Options exercised		-			(2	)		-		(2	)
Restricted share rights vested		(268	)		-			-		(268	)
Share-based compensation		377			1,392			-		1,769
Balance at May 31, 2024		109			11,342			3,541		14,992

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.  Pursuant to the terms of the Option Plan, the Board may designate directors, officers, employees and consultants of the Company, or any of its subsidiaries and employees of a person or company which provides services to the Company, or any of its subsidiaries, is eligible to receive incentive share options ("Option(s)") to acquire such numbers of GoldMining Shares as the Board may determine, each Option so granted being for a term specified by the Board up to a maximum of five years from the date of grant.  The Options vest in accordance with the vesting schedule during the optionee's continual service with the Company. The maximum number of GoldMining Shares reserved for issuance of Options granted under the Option Plan at any time is 10% of the issued and outstanding GoldMining Shares in the capital of the Company.  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. 

12

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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)		(579,500	)		1.24
Cancelled/Forfeited		(17,500	)		1.83
Expired		(293,380	)		1.61
Balance at May 31, 2023		13,237,695			1.63
Granted		3,575,000			1.09
Exercised		(1,797,500	)		0.82
Expired		(70,000	)		0.78
Balance at November 30, 2023		14,945,195			1.60
Granted		323,234			1.21
Exercised(2)		(7,500	)		0.89
Expired		(50,000	)		0.95
Balance at May 31, 2024		15,210,929			1.59

⁽¹⁾ During the three and six months ended May 31, 2023, the Company issued 301,993 and 573,993 common shares, respectively, at weighted average trading prices of $1.48 and $1.51 respectively. The common shares were issued pursuant to the exercise of 579,500 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 six months ended May 31, 2024, the Company issued 5,000 and 7,500 common shares, respectively, at weighted average trading prices of $1.20 and $1.23 respectively.

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:

	Six months ended May 31, 2024		Six months ended May, 2023
Risk-free interest rate		3.97%		3.82%
Expected life (years)		2.88		2.83
Expected volatility		50.27%		56.80%
Expected dividend yield		0.00%		0.00%
Estimated forfeiture rate		1.34%		0.13%

13

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

A summary of Options outstanding and exercisable as of May 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)
$0.96	-	$1.08		2,077,000		1.05		0.22		2,077,000		1.05		0.22
$1.09	-	$1.59		4,278,234		1.12		4.32		2,229,559		1.14		4.22
$1.60	-	$1.82		4,083,000		1.60		3.48		4,083,000		1.60		3.48
$1.83	-	$2.00		2,657,695		1.83		2.45		2,657,695		1.83		2.45
$2.01	-	$3.38		2,115,000		2.77		1.51		2,115,000		2.77		1.51
				15,210,929		1.59		2.82		13,162,254		1.67		2.57

The fair value of the Options recognized as share-based compensation expense during the three and six months ended May 31, 2024, was $464 and $1,392, respectively, (three and six months ended May 31, 2023: $693 and $1,388, 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.

14

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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		(141,926	)		1.62
Balance at May 31, 2023		87,500			1.60
Granted		403,700			1.23
Vested		(124,670	)		1.49
Balance as at November 30, 2023		366,530			1.23
Granted		6,098			1.23
Vested		(217,780	)		1.23
Balance at May 31, 2024		154,848			1.23

The fair value of the RSRs recognized as share-based compensation expense during the three and six months ended May 31, 2024 was $146 and $377 (three and six months ended May 31, 2023: $109 and $286).

10. Non-Controlling Interests

10.1         U.S. GoldMining equity transactions

As at May 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 $2,799 as at May 31, 2024 solely relates to U.S. GoldMining.

15

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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:

	May 31,
	2024
	($)
Assets
Cash and cash equivalents		12,413
Restricted cash		118
Prepaid expenses and deposits		1,463
Other receivables		166
Other assets		37
Land, property and equipment		1,585
Exploration and evaluation assets		73
		15,855
Liabilities
Accounts payable and accrued liabilities		482
Withholdings taxes payable		246
Rehabilitation provisions		417
Lease liability		176
Due to related parties		2
		1,323

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 six months ended May 31, 2024:

	For the six months ended
	May 31,
	2024
	($)
Cash used in operating activities		(2,922	)
Cash used in investing activities		(172	)
Cash generated from financing activities		(17	)
Effect of exchange rate changes on cash		63
Net increase in cash and cash equivalents and restricted cash		(3,048	)
Cash and cash equivalents and restricted cash
Beginning of period		15,579
End of period		12,531

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

On May 15, 2024, U.S. GoldMining Inc. entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "U.S. GoldMining ATM Program") with H.C. Wainwright & Co., LLC, as lead agent and Laurentian Bank Securities and Roth Capital Partners as co-agents.

Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining may distribute up to US$5.5 million of U.S. GoldMining Shares. The U.S. GoldMining Shares sold under the U.S. GoldMining ATM Program, if any, will be made by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, including, without limitation, sales made directly on or through the Nasdaq, or any other existing trading market in the United States for the U.S. GoldMining Shares. 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.

16

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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 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 six months ended May 31, 2024, no common shares were distributed 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 May 31, 2023 and November 30, 2023		82,500			10.00
Granted		99,050			10.00
Balance at May 31, 2024		181,550	(1)		10.00

⁽¹⁾ As at May 31, 2024, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 4.38 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:

	Six months ended May 31, 2024		Six months ended May 31, 2023
Risk-free interest rate		4.50%		3.47%
Expected life (years)		3.00		3.00
Expected volatility(1)		54.93%		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.

17

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

During the three and six months ended May 31, 2024, U.S. GoldMining recognized share-based compensation expense of $76 and $163 (three and six months ended May 31, 2023: $149) 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 May 31, 2024, 349,250 Restricted Shares remain outstanding, subject to certain performance conditions.

During the three and six months ended May 31, 2024, U.S. GoldMining recognized share-based compensation expense of $6 and $12 (three and six months ended May 31, 2023: $49 and $51), 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		(210,513	)		13.00
Balance at May 31, 2023		1,789,487			13.00
Exercised		(48,195	)		13.00
Balance at November 30, 2023 and May 31, 2024		1,741,292	(1)		13.00

⁽¹⁾As at May 31, 2024, outstanding U.S. GoldMining common stock purchase warrants have a weighted average remaining contractual life of 1.90 years.

18

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

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.

● 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 May 31,		As at November 30,
	2024		2023
	($)		($)
Assets
United States Dollar		60,466		60,652
Brazilian Real		26		30
Colombian Peso		223		546
Total		60,715		61,228

19

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

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $344.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at May 31, 2024 would have an impact, net of tax, of approximately $4,137 on other comprehensive loss for the six months ended May 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 May 31, 2024 would have an impact of $1,229 on net loss for the six months ended May 31, 2024.

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, term deposits and lease liabilities, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents, restricted cash and lease liabilities 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 May 31, 2024, the Company has working capital (current assets less current liabilities) of $16,422.  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 $12,531 and other assets of $3,324 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 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 May 31, 2024 of US$6.08 and US$0.43, respectively, with a fair value of $81.9 million (US$60.1 million)), 21.53 million shares of NYSE listed Gold Royalty Corp. (closing share price as of May 31, 2024 of US$1.63 reflects a fair value of $47.8 million (US$35.1 million)) and 26.67 million shares of NevGold (fair value of $11.6 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.  

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 May 31, 2024, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $4,137 on other comprehensive loss for the six months ended May 31, 2024.

20

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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 six months ended May 31, 2024, the Company incurred $153 and $290 (three and six months ended May 31, 2023: $43 and $49) 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 May 31, 2024, prepaid expenses includes $83 (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 six months ended May 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 six months ended May 31, 2024:

	For the three months ended				For the six months ended
	May 31,		May 31,		May 31,		May 31,
	2024		2023		2024		2023
	($)		($)		($)		($)
Management fees		47		48		95		95
Director and officer fees		119		110		239		207
Share-based compensation		326		536		1,024		1,022
Total		492		694		1,358		1,324

As at May 31, 2024, $32 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.

21

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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 May 31,		As at November 30,
	2024		2023
	($)		($)
Canada		65,080		59,488
Colombia		30,585		30,139
Brazil		13,235		13,977
Peru		7,268		7,135
United States		2,484		2,412
Total		118,652		113,151

	Total operating loss				Total operating loss (income)
	For the three months ended				For the six months ended
	May 31, 2024		May 31, 2023		May 31, 2024			May 31, 2023
	($)		($)		($)			($)
Canada		3,699		2,255		7,635			5,385
Brazil		594		278		920			486
Colombia		333		327		718			730
Peru		32		24		39			28
United States		1,177		3,115		(1,103	)		3,104
Total		5,835		5,999		8,209			9,733

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 May 31,		As at November 30,		As at May 31,		As at November 30,
	2024		2023		2024		2023
	($)		($)		($)		($)
U.S. GoldMining(1)		16,854		18,862		1,323		1,272
Others(2)		122,070		118,016		4,018		3,193
Total		138,924		136,878		5,341		4,465

22

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

	For the three months ended May 31, 2024									For the three months ended May 31, 2023
	U.S. GoldMining(1)			Others(2)			Total			U.S. GoldMining(1)			Others(2)			Total
	($)			($)			($)			($)			($)			($)
Expenses
Consulting fees		3			154			157			(20	)		77			57
Depreciation		57			28			85			3			36			39
Directors' fees, salaries and benefits		112			420			532			122			415			537
Exploration expenses		662			555			1,217			277			423			700
General and administrative		364			2,304			2,668			1,261			797			2,058
Professional fees		125			357			482			1,320			246			1,566
Share-based compensation		82			610			692			228			801			1,029
Share of loss on investment in associate		-			2			2			-			-			-
Share of loss on investment in joint venture		-			-			-			-			13			13
		1,405			4,430			5,835			3,191			2,808			5,999
Operating loss		(1,405	)		(4,430	)		(5,835	)		(3,191	)		(2,808	)		(5,999	)
Other items
Dividend income		-			-			-			-			287			287
Loss on modification of margin loan		-			-			-			-			(129	)		(129	)
Interest income		186			20			206			91			12			103
Other income (loss)(3)		(4	)		39			35			(4	)		(49	)		(53	)
Financing costs		(5	)		(4	)		(9	)		-			(444	)		(444	)
Net foreign exchange gain (loss)		(1	)		21			20			-			101			101
Net loss for the year before taxes		(1,229	)		(4,354	)		(5,583	)		(3,104	)		(3,030	)		(6,134	)
Current income tax expense		(3	)		(10	)		(13	)		-			(15	)		(15	)
Deferred income tax expense		-			(96	)		(96	)		-			(925	)		(925	)
Net loss for the period		(1,232	)		(4,460	)		(5,692	)		(3,104	)		(3,970	)		(7,074	)

	For the six months ended May 31, 2024									For the six months ended May 31, 2023
	U.S. GoldMining(1)			Others(2)			Total			U.S. GoldMining(1)			Others(2)			Total
	($)			($)			($)			($)			($)			($)
Expenses
Consulting fees		6			271			277			13			117			130
Depreciation		96			66			162			6			77			83
Directors' fees, salaries and benefits		228			825			1,053			165			781			946
Exploration expenses		998			934			1,932			451			848			1,299
General and administrative		807			3,797			4,604			1,358			2,378			3,736
Professional fees		355			611			966			2,073			683			2,756
Share-based compensation		175			1,769			1,944			231			1,673			1,904
Share of loss on investment in associate		-			403			403			-			-			-
Share of loss on investment in joint venture		-			68			68			-			13			13
Recovery on the receipt of mineral property option payments		-			(3,200	)		(3,200	)		-			(1,134	)		(1,134	)
		2,665			5,544			8,209			4,297			5,436			9,733
Operating loss		(2,665	)		(5,544	)		(8,209	)		(4,297	)		(5,436	)		(9,733	)
Other items
Dividend income		-			-			-			-			574			574
Loss on modification of margin loan		-			-			-			-			(259	)		(259	)
Interest income		383			55			438			91			98			189
Other income (loss)(3)		(8	)		39			31			(7	)		(80	)		(87	)
Financing costs		(10	)		(8	)		(18	)		-			(958	)		(958	)
Net foreign exchange gain (loss)		(1	)		12			11			7			(1	)		6
Net loss for the year before taxes		(2,301	)		(5,446	)		(7,747	)		(4,206	)		(6,062	)		(10,268	)
Current income tax expense		(3	)		(1,778	)		(1,781	)		-			(15	)		(15	)
Deferred income tax recovery (expense)		-			1,057			1,057			-			(2,903	)		(2,903	)
Net loss for the period		(2,304	)		(6,167	)		(8,471	)		(4,206	)		(8,980	)		(13,186	)

⁽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.

23

Goldmining Inc. Notes to Condensed Consolidated Interim Financial Statements As at May 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. In May 2019, GT renegotiated the terms of the mineral rights agreement with respect to the aforementioned payment. As a result of the amended terms of the mineral rights agreement, GT paid R$400,000 in May 2019 to the counterparty and a further R$3,220,000 ($832) was due in December 2022.

In December 2023, the parties signed an amendment to the existing mineral rights acquisition agreement (the "Amended Agreement"). Under the 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 revised to 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. A bonus payment of US$1,500,000 has been included in the Amended Agreement if GT defines NI 43-101 compliant proven and probable gold reserves in excess of three million gold ounces. The bonus payment will be due within 30 days of the commencement of mine production, which is defined as three consecutive months of extracting and selling 50,000 ounces of gold per month. If GT fails to make such payments, subject to a cure period, the counterparty may seek to terminate the agreement and the mineral rights that are the subject of the agreement will be returned to the counterparty with no further amounts due by the Company to the counterparty.

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).

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.

24

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

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 and May 10, 2024, the Company can acquire surface rights over a portion of the La Garrucha concession by making the following remaining payment:

● US$100,000 in December 2024.

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. If the Company elects not to proceed with the additional expenditures and terminates the work, it will approve a decampment budget in addition to the $4.8 million (US$3.5 million) expenditure. The work order may be paused, postponed or terminated by either party with 30 days written notice. Additionally, as at May 31, 2024, U.S. GoldMining has paid the technical consultant $1.7 million (US$1.2 million) towards the approved work order.

In addition to the aforementioned agreements, as of May 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		256
1 – 3 years		193
3 – 5 years		128
More than 5 years		-
Total		577	(1)

⁽¹⁾ Includes $15 related to low value assets, $148 related to short-term leases and $414 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.

25

EX-99.2

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024

(Expressed in Canadian dollars unless otherwise stated)

July 12, 2024

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 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 six months ended May 31, 2024, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and six months ended May 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 six months ended May 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 July 12, 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.

1

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 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 May 31, 2024, the Company issued a total of 4,583,000 ATM Shares under the ATM Program for gross proceeds of $5.3 million. Aggregate gross proceeds raised over the three months ended May 31, 2024, were approximately $2.43 million on the TSX (net proceeds $2.37 million) and US$2.15 million on the NYSE American (net proceeds US$2.09 million), and the Agents were paid aggregate commissions on such sales of approximately $0.06 million and US$0.05 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

During the six months ended May 31, 2024, the Company issued a total of 5,162,918 ATM Shares under the ATM Program for gross proceeds of $6.1 million. Aggregate gross proceeds raised over the six months ended May 31, 2024, were approximately $2.93 million on the TSX (net proceeds $2.85 million) and US$2.35 million on the NYSE American (net proceeds US$2.29 million), and the Agents were paid aggregate commissions on such sales of approximately $0.07 million and US$0.06 million, representing 2.50% of the gross proceeds of the ATM Shares sold.

2

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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

On May 15, 2024, U.S. GoldMining Inc. entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "U.S. GoldMining ATM Program") with H.C. Wainwright & Co., LLC, as lead agent and Laurentian Bank Securities and Roth Capital Partners as co-agents.

Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining may distribute up to US$5.5 million of U.S. GoldMining Shares. The U.S. GoldMining Shares sold under the U.S. GoldMining ATM Program, if any, will be made by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, including, without limitation, sales made directly on or through the Nasdaq Capital Market, or any other existing trading market in the United States for the U.S. GoldMining Shares. 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.

The securities that may be offered under the U.S. GoldMining ATM 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 six months ended May 31, 2024, no U.S. GoldMining Shares were distributed 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 six months ended May 31, 2024, the Company incurred $0.04 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 six months ended May 31, 2024, the Company incurred $0.3 million and $0.5 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 preparing for and initiating an approximate 1,000 meter diamond core drilling program and 3,000 meters of power auger drilling (the "Program") as announced on May 29, 2024. On June 18 and July 9, 2024, the Company announced assay results from the diamond core drilling component of this program.

3

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

The Company commenced the 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, has identified two principal vein/fracture orientations, the intersection of which produces a steeply plunging high-grade 'shoot' geometry. The auger drilling component of the 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 six months ended May 31, 2024, U.S. GoldMining incurred $0.7 million and $1.0 million, respectively, of expenditures on the Whistler gold-copper project (the "Whistler Project") which included consulting fees to vendors for geological and environmental work, permitting, regulatory and community stakeholder engagements and other technical services, and camp and airstrip maintenance costs.

U.S. GoldMining previously announced a planned exploration program over the 2023 and 2024 field seasons consisting of up to 10,000-meters of core drilling, and surface exploration which may include soil geochemical sampling and geophysical surveying, geological data processing and interpretation, and collection of mine planning and mineral processing information including metallurgical, geotechnical and hydrogeological data. Environmental baseline data collection, as well as heritage land use studies were initiated in 2023, with on-ground archaeological surveys expected to be initiated in 2024 or 2025. U.S. GoldMining has also engaged in community consultation with respect to sharing information with stakeholders regarding both the ongoing exploration activity and potential future mine development of the Whistler Project.

On August 21, 2023, U.S. GoldMining announced the commencement of the 2023 Phase 1 Drilling Program (the “2023 Program”) at the Whistler Project. Phase 1 of the 2023 Program comprised up to an initial 5,000 meters of the budgeted and fully funded 10,000-meter drilling program. Four confirmatory drill holes were completed for a total of 2,234 meters by mid-November, at which time the Program was paused for winter break.

On January 16, 2024, U.S. GoldMining announced initial results from the 2023 Program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit and included the best intercept of continuous mineralization intersected in drilling at the Whistler Project to date.

On June 29, 2024 U.S. GoldMining announced that it had commenced drilling at its 100% owned Whistler Gold-Copper Project for the 2024 field season. The program is focused on confirmatory infill and step-out drilling within the Whistler and Raintree West deposits.

4

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

Titiribi Gold-Copper Project

During the three and six months ended May 31, 2024, the Company incurred $0.1 million and $0.2 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 program has received approval for deferral 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 May 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 $47.8 million (US$35.1 million) at May 31, 2024.

During the three and six months ended May 31, 2024, the Company acquired nil and 100,000, respectively, of GRC common shares for $nil and $0.2 million including transaction costs, through open market purchases over the facilities of the NYSE American.

NevGold Corp.

As of May 31, 2024, the Company owned 26,670,250 common shares (the "Nevgold Shares") of Nevgold Corp. ("Nevgold"), which had a fair value of $11.6 million at May 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 May 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 $81.9 million (US$60.1 million) based on the price of such securities quoted on NASDAQ at May 31, 2024.

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.

5

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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

	May 31,
	2024
(in thousands of dollars)	($)
Assets
Cash and cash equivalents		12,413
Restricted cash		118
Prepaid expenses and deposits		1,463
Other receivables		166
Other assets		37
Land, property and equipment		1,585
Exploration and evaluation assets		73
		15,855
Liabilities
Accounts payable and accrued liabilities		482
Withholdings taxes payable		246
Rehabilitation provisions		417
Lease liability		176
Due to related parties		2
		1,323

Results of Operations

Three Months Ended May 31, 2024, Compared to the Three Months Ended May 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
	May 31,			May 31,						May 31,		May 31,						May 31,			May 31,
(in millions of dollars)	2024 ($)			2023 ($)			Change ($)			2024 ($)		2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)
Operating loss		1.4			3.2			(1.8	)		4.4		2.8			1.6			5.8			6.0			(0.2	)
Consulting fees		-			-			-			0.2		0.1			0.1			0.2			0.1			0.1
Directors' fees, salaries and benefits		0.1			0.1			-			0.4		0.4			-			0.5			0.5			-
Exploration expenses		0.7			0.3			0.4			0.5		0.4			0.1			1.2			0.7			0.5
General and administrative expenses		0.4			1.3			(0.9	)		2.3		0.8			1.5			2.7			2.1			0.6
Professional fees		0.1			1.3			(1.2	)		0.4		0.3			0.1			0.5			1.6			(1.1	)
Share-based compensation		0.1			0.2			(0.1	)		0.6		0.8			(0.2	)		0.7			1.0			(0.3	)
Dividend income		-			-			-			-		(0.3	)		0.3			-			(0.3	)		0.3
Loss on modification of margin loan		-			-			-			-		0.1			(0.1	)		-			0.1			(0.1	)
Interest income		(0.2	)		(0.1	)		(0.1	)		-		-			-			(0.2	)		(0.1	)		(0.1	)
Financing costs		-			-			-			-		0.4			(0.4	)		-			0.4			(0.4	)
Deferred income tax expense		-			-			-			0.1		0.9			(0.8	)		0.1			0.9			(0.8	)
Net loss		1.2			3.1			(1.9	)		4.5		4.0			0.5			5.7			7.1			(1.4	)

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

For the three months ended May 31, 2024, the Company had an operating loss of $5.8 million, compared to an $6.0 million for the same period of 2023. The decrease in operating loss was primarily the result of decreases in professional fees and share-based compensation, partially offset by increases in exploration expenses associated with the Whistler and São Jorge Projects and general and administrative expenses.

General and administrative expenses were $2.7 million in the three months ended May 31, 2024, compared to $2.1 million in the three months ended May 31, 2023. The increase was primarily the result of higher investor communications and marketing expenses.

6

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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

Exploration expenses were $1.2 million in the three months ended May 31, 2024, compared to $0.7 million in the three months ended May 31, 2023. The increase was primarily due to increases in exploration expenditures associated with U.S. GoldMining's Whistler Project and increased exploration expenditures at the São Jorge, Titiribi, and Crucero Projects, offset by decreases in expenditures at the Yarumalito, La Mina, Rea, and Cachoeira Projects.

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

									For the period from
	For the three months ended				For the six months ended				incorporation,
	May 31,				May 31,				September 9, 2009, to
	2024		2023		2024		2023		May 31, 2024
(in thousands of dollars)	($)		($)		($)		($)		($)
Whistler		662		277		998		451		11,416
São Jorge		345		83		468		133		2,325
Titiribi		95		51		165		110		2,514
Yarumalito		22		91		155		121		582
La Mina		40		122		73		366		3,289
Rea		32		55		41		60		408
Crucero		17		-		20		1		650
Cachoeira		4		18		10		37		6,826
Yellowknife		-		2		2		18		1,361
Other Exploration Expenses		-		1		-		2		3,943
Total		1,217		700		1,932		1,299		33,314

Non-cash share-based compensation expenses were $0.7 million in the three months ended May 31, 2024, compared to $1.0 million in the three months ended May 31, 2023. The decrease was primarily the result of a lower number of options granted and lower share-based compensation recorded by U.S. GoldMining, compared to the three months ended May 31, 2023. Share-based compensation for the three months ended May 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 May 31, 2023.

Professional fees were $0.5 million in the three months ended May 31, 2024, compared to $1.6 million in the three months ended May 31, 2023. The decrease was primarily the result of decreased legal, accounting, tax and advisory services, associated with the launch of the IPO of U.S. GoldMining in the comparative period.

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

In the three months ended May 31, 2023, the Company incurred financing costs of $0.4 million as a result of repayment of the Company's margin loan facility in August 2023.

For the three months ended May 31, 2024, the Company recognized a deferred income tax expense of $0.1 million, compared to $0.9 million for the three months ended May 31, 2023. The deferred income tax expense in both periods resulted from the remeasurement of common shares of GRC and NevGold at fair value during these periods.

7

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

For the three months ended May 31, 2024, the Company recorded an unrealized loss on revaluation of long-term investments of $0.7 million in other comprehensive loss, compared to $6.8 million for the three months ended May 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 May 31, 2024 and 2023, respectively, were offset by deferred income tax recoveries of $0.1 million and $0.9 million respectively, during these periods. 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 May 31, 2024, the Company's net loss was $5.7 million, or $0.03 per share on a basic and diluted basis, of which $5.5 million was attributable to shareholders of the Company and $0.2 million was attributable to non-controlling interests, compared to a net loss of $7.1 million, or $0.04 per share on a basic and diluted basis, of which $6.9 million was attributable to shareholders of the Company and $0.2 million was attributable to non-controlling interests during the three months ended May 31, 2023.

Six Months Ended May 31, 2024, Compared to the Six Months Ended May 31, 2023

Selected Operating Results	U.S. GoldMining(1)									Others(2)									Consolidated
	For the six months ended									For the six months ended									For the six months ended
	May 31,			May 31,						May 31,			May 31,						May 31,			May 31,
(in millions of dollars)	2024 ($)			2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)			2024 ($)			2023 ($)			Change ($)
Operating loss		2.7			4.3			(1.6	)		5.5			5.4			0.1			8.2			9.7			(1.5	)
Consulting fees		-			-			-			0.3			0.1			0.2			0.3			0.1			0.2
Directors' fees, salaries and benefits		0.2			0.2			-			0.9			0.7			0.2			1.1			0.9			0.2
Exploration expenses		1.0			0.5			0.5			0.9			0.8			0.1			1.9			1.3			0.6
General and administrative expenses		0.8			1.4			(0.6	)		3.8			2.3			1.5			4.6			3.7			0.9
Professional fees		0.4			2.1			(1.7	)		0.6			0.7			(0.1	)		1.0			2.8			(1.8	)
Share-based compensation		0.2			0.2			-			1.7			1.7			-			1.9			1.9			-
Share of loss on investment in associate		-			-			-			0.4			-			0.4			0.4			-			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	)		(1.1	)		(2.1	)		(3.2	)		(1.1	)		(2.1	)
Dividend income		-			-			-			-			(0.6	)		0.6			-			(0.6	)		0.6
Loss on modification of margin loan		-			-			-			-			0.3			(0.3	)		-			0.3			(0.3	)
Interest income		(0.4	)		(0.1	)		(0.3	)		-			(0.1	)		0.1			(0.4	)		(0.2	)		(0.2	)
Other loss		-			-			-			-			0.1			(0.1	)		-			0.1			(0.1	)
Financing costs		-			-			-			-			1.0			(1.0	)		-			1.0			(1.0	)
Current income tax expense		-			-			-			1.8			-			1.8			1.8			-			1.8
Deferred income tax expense (recovery)		-			-			-			(1.1	)		2.9			(4.0	)		(1.1	)		2.9			(4.0	)
Net loss		2.3			4.2			(1.9	)		6.2			9.0			(2.8	)		8.5			13.2			(4.7	)

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

For the six months ended May 31, 2024, the Company had an operating loss of $8.2 million, compared to an operating loss of $9.7 million for the same period of 2023. The decrease in operating loss was primarily the result of a recovery on receipt of mineral property option payments paid in NevGold Shares of $3.2 million, compared to $1.1 million in the same period of 2023 and decreases in professional fees, partially offset by increases in exploration expenses associated with the Whistler and São Jorge Projects, share of loss on investment in associate and general and administrative expenses.

General and administrative expenses were $4.6 million in the six months ended May 31, 2024, compared to $3.7 million in the six months ended May 31, 2023. The increase was primarily the result of higher investor communications and marketing expenses.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $1.1 million in the six months ended May 31, 2024, compared to $0.9 million in the six months ended May 31, 2023. The increase was primarily due to hiring of additional staff.

Exploration expenses were $1.9 million in the six months ended May 31, 2024, compared to $1.3 million in the six months ended May 31, 2023. The increase was primarily due to increases in exploration expenditures at the São Jorge, Titiribi, and Yarumalito Projects and U.S. GoldMining's Whistler Project, offset by a decrease in expenditures at the La Mina Project.

8

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

Non-cash share-based compensation expenses were $1.9 million in the six months ended May 31, 2024, compared to $1.9 million in the six months ended May 31, 2023. Share-based compensation for the six months ended May 31, 2024 and 2023 includes $0.2 million for both periods recorded by U.S. GoldMining with respect to the vesting of stock options and performance based restricted U.S. GoldMining Shares. During the six months ended May 31, 2024, options were granted to consultants of the Company which had a weighted average exercise price of $1.21 per GoldMining Share and were valid for a weighted average period of 5 years from their grant dates.

Professional fees were $1.0 million in the six months ended May 31, 2024, compared to $2.8 million in the six months ended May 31, 2023. The decrease was primarily the result of decreased legal, accounting, tax and advisory services, associated with the U.S. GoldMining's IPO in the comparative period.

Share of loss in associate was $0.4 million in the six months ended May 31, 2024, compared to $nil in the six months ended May 31, 2023. The Company reported the results of NevGold as an associate using the equity method effective July 13, 2023.

Dividend income was $nil in the six months ended May 31, 2024, compared to $0.6 million in the six months ended May 31, 2023. Dividend income in the prior period was comprised of the quarterly cash dividends paid by GRC.

In the six months ended May 31, 2023 the Company incurred financing costs of $1.0 million as a result of repayment of the Company's margin loan facility in August 2023.

For the six months ended May 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 six months ended May 31, 2024, the Company recognized a deferred income tax recovery of $1.1 million, compared to $2.9 million for the six months ended May 31, 2023. The deferred tax recovery during the six months ended May 31, 2024, resulted from reclassifying the deferred tax liability pertaining to the Nevgold option agreement to current on completion of the disposal of the Almaden Project, and the remeasurement of common shares of GRC at fair value during the six months ended May 31, 2024. The deferred tax expense during the six months ended May 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 six months ended May 31, 2023.

For the six months ended May 31, 2024, the Company recorded an unrealized gain on revaluation of long-term investments of $2.6 million in other comprehensive loss, compared to an unrealized loss of $20.1 million for the six months ended May 31, 2023, as a result of an increase in the fair value of its long-term investments. The unrealized loss recorded during the six months ended May 31, 2023 was the result of a decrease in the fair value of its long-term investments. The unrealized gain during the six months ended May 31, 2024, and unrealized loss during the six months ended May 31, 2023, were offset by a deferred income tax expense of $0.4 million and a deferred income tax recovery of $2.7 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 six months ended May 31, 2024, the Company's net loss was $8.5 million, or $0.04 per share on a basic and diluted basis, of which $8.1 million was attributable to shareholders of the Company and $0.4 million was attributable to non-controlling interests, compared to a net loss of $13.2 million, or $0.08 per share on a basic and diluted basis, of which $13.0 million was attributable to shareholders of the Company and $0.2 million was attributable to non-controlling interests, during the six months ended May 31, 2023.

9

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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 May 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		4,914,000
Permitting and Reporting		1,175,000		678,000
Repayment of current liabilities, including advance from GoldMining(1)		2,381,000		1,759,000
General and administrative expenses		3,240,000		3,429,000
Other general working capital purposes		4,284,000		1,105,000
Total		17,300,000		11,885,000

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 May 31, 2024 was $6.6 million (US$4.9 million). The proceeds used to date primarily relate to U.S. GoldMining's confirmatory work program at the Whistler Project, which commenced in 2023. Actual use of proceeds for permitting and reporting was $0.9 million (US$0.7 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 $4.6 million (US$3.4 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 $1.5 million (US$1.1 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.

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)	($)			($)			($)
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	)
August 31, 2022		(2,878	)		(0.02	)		(0.02	)

10

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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 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 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 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. During the three months ended August 31, 2022, net loss was lower as a result of recovery on the receipt of mineral property option payments.

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 $12.4 million and other assets of $3.4 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.

	As at May 31,		As at November 30,
	2024		2023
(in thousands of dollars)	($)		($)
Cash and cash equivalents		17,246		21,589
Working capital		16,422		21,383
Long-term investments		47,833		45,080
Total assets		138,924		136,878
Total current liabilities		3,850		2,344
Accounts payable and accrued liabilities		1,674		1,757
Total non-current liabilities		1,491		2,121
Shareholders' equity		130,784		129,243
Non-controlling interests		2,799		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 May 31, 2024, the Company had cash and cash equivalents totalling $17.2 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 $12.4 million compared to $15.5 million at November 30, 2023, and $3.4 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 six months ended May 31, 2024. As of May 31, 2024, the Company had long-term investments of $47.8 million compared to $45.1 million as at November 30, 2023, and held NevGold Shares with a fair value of $11.6 million as at May 31, 2024 compared to $5.3 million as at November 30, 2023. The increase in the value of long-term investments was primarily the result of an increase 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 and an increase in the market price of NevGold Shares.

The Company had accounts payable and accrued liabilities of $1.7 million as of May 31, 2024, compared to $1.8 million at November 30, 2023. As of May 31, 2024, the Company had working capital (current assets less current liabilities) of $16.4 million compared to $21.4 million at November 30, 2023. As of May 31, 2024, U.S. GoldMining had working capital of $13.4 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.

11

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

In addition to planned work programs described under "Update on Material Properties", certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects are subject to certain ongoing agreements that require additional payments by the Company and, in order to maintain its properties in good standing, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, licence application and extension fees and camp maintenance costs. Additional work on projects identified as part of the 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.

Contractual Obligations

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

Contractual Obligations (in thousands of dollars)	Payments Due by Period
	Total ($)		Less than 1 year ($)		1 – 3 years ($)		3 – 5 years ($)		After 5 years ($)
Office and Storage Leases		1,080		374		434		272		-
Land Access Agreement		1		1		-		-		-
Total Contractual Obligations		1,081		375		434		272		-

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 $1.1 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.

12

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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. In May 2019, GT renegotiated the terms of the mineral rights agreement with respect to the aforementioned payment. As a result of the amended terms of the mineral rights agreement, GT paid R$0.40 million ($0.14 million) in May 2019 to the counterparty and a further R$3.22 million ($0.89 million) was due in December 2022.

In December 2023, the parties signed an amendment to the existing mineral rights acquisition agreement (the "Amended Agreement"). Under the 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 revised to 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. A bonus payment of US$1,500,000 has been included in the Amended Agreement if GT defines a NI 43-101 compliant proven and probable gold reserve in excess of three million gold ounces. The bonus payment will be due within 30 days of the commencement of mine production, which is defined as three consecutive months of extracting and selling 50,000 ounces of gold per month. If GT fails to make such payments, subject to a cure period, the counterparty may seek to terminate the agreement and the mineral rights that are the subject of the agreement will be returned to the counterparty with no further amounts due by the Company to the counter party.

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).

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 and May 10, 2024, the Company can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 in December 2024.

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. If the Company elects not to proceed with the additional expenditures and terminates the work, it will approve a decampment budget in addition to the $4.8 million (US$3.5 million) expenditure. The work order may be paused, postponed or terminated by either party with 30 days written notice. Additionally, as at May 31, 2024, U.S. GoldMining has paid the technical consultant $1.7 million (US$1.2 million) towards the approved work order.

13

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

Cash Flows

Operating Activities

Net cash used in operating activities during the six months ended May 31, 2024, was $9.4 million, compared to $9.4 million during the six months ended May 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 six months ended May 31, 2024 was $0.9 million, compared to $2.1 million during the six months ended May 31, 2023. Net cash used in investing activities during the six months ended May 31, 2024 was primarily related to investment in joint venture of $0.1 million, compared to $0.0 million during the six months ended May 31, 2023, purchase of securities in the amount of $0.2 million compared to $1.6 million during the six months ended May 31, 2023, a mineral property option payment of $0.3 million was made for the La Garrucha concession compared to $0.4 million during the six months ended May 31, 2023, purchase of equipment in the amount of $0.2 million compared to $0.0 million during the six months ended May 31, 2023, and $0.1 million for the partial buyback of a royalty on the Crucero Project compared to $nil during the six months ended May 31, 2023.

Financing Activities

Net cash provided by financing activities during the six months ended May 31, 2024, was $5.9 million, compared to $29.1 million during the six months ended May 31, 2023. Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the six months ended May 31, 2024 in the amount of $6.0 million compared to $9.8 million during the six months ended May 31, 2023, exercise of options during the six months ended May 31, 2024 of $0.0 million compared to $0.7 million during the six months ended May 31, 2023, interest paid on the margin loan of $nil compared to $0.7 million during the six months ended May 31, 2023, principal repayments of margin loan in the amount of $nil compared to $5.1 million during the six months ended May 31, 2023, net proceeds received from the U.S. GoldMining IPO of $nil compared to $24.3 million during the six months ended May 31, 2024, open market purchases of U.S. GoldMining Shares of $nil compared to $3.4 million during the six months ended May 31, 2024, and proceeds received from U.S. GoldMining warrant exercises of $nil compared to $3.7 million during the six months ended May 31, 2024.

Off-Balance Sheet Arrangements

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

Transactions with Related Parties

Related Party Transactions

During the three and six months ended May 31, 2024, the Company incurred related party transactions of $0.2 million and $0.3 million, respectively, compared to $0.04 million and $0.05 million, respectively, for the three and six months ended May 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 May 31, 2024, prepaid expenses includes $0.1 million (November 30, 2023: $0.2 million) in service fees paid to Blender Media.

14

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended May 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

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 six months ended May 31, 2024:

	For the three months ended				For the six months ended
	May 31,		May 31,		May 31,		May 31,
	2024		2023		2024		2023
(in thousands of dollars)	($)		($)		($)		($)
Management fees		47		48		95		95
Director and officer fees		119		110		239		207
Share-based compensation		326		536		1,024		1,022
Total		492		694		1,358		1,324

As at May 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:

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 May 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.

15

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

Financial Instruments and Risk Management

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.

● 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.

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 May 31,		As at November 30,
	2024		2023
(in thousands of dollars)	($)		($)
Assets
United States Dollar		60,466		60,652
Brazilian Real		26		30
Colombian Peso		223		546
Total		60,715		61,228

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States dollars and total $0.3 million.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at May 31, 2024 would have an impact, net of tax, of approximately $4.1 million on other comprehensive loss for the six months ended May 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 May 31, 2024 would have an impact of $1.2 million on net loss for the six months ended May 31, 2024.

16

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 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, term deposits and lease liabilities, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents, restricted cash, term deposits and lease liabilities are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

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.

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 May 31, 2024, the Company has working capital (current assets less current liabilities) of $16.4 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 $12.5 million and other assets of $3.3 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 May 31, 2024 of US$6.08 and US$0.43, respectively, with a fair value of $81.9 million (US$60.1 million)), 21.53 million shares of NYSE-listed GRC (closing share price as of May 31, 2024 of US$1.63 reflects a fair value of $47.8 million (US$35.1 million)), and 26.67 million NevGold Shares (fair value of $11.6 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 May 31, 2024, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $4.1 million on other comprehensive loss for the six months ended May 31, 2024.

17

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

Outstanding Share Data

As of the date hereof, the Company has 188,725,386 GoldMining Shares outstanding.  In addition, the following options and restricted share rights outstanding are summarized below.

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
August 7, 2024		1.05		1,456,750
November 25, 2024		1.05		210,250
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 7, 2027		1.17		25,000
July 15, 2027		1.18		75,000
October 24, 2027		1.18		5,000
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		3,525,000
December 1, 2028		1.22		240,000
January 16, 2029		1.14		50,000
March 13, 2029		1.23		33,234
				14,800,929

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

Restricted Share Rights

As of the date of this MD&A, there are 153,324 restricted share rights outstanding, which are convertible into 153,324 GoldMining Shares in accordance with their terms.

Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer 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.

18

GoldMining Inc. Management's Discussion and Analysis  For the three and six months ended May 31, 2024

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

The CEO and CFO have evaluated whether there were changes to the DCP during the three and six months ended May 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 six months ended May 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 on SEDAR+ at www.sedarplus.ca.

Additional Information

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

19

XML

Document And Entity Information	Jul. 12, 2024
Document Information [Line Items]
Entity, Registrant Name	U.S. GoldMining Inc.
Document, Type	8-K
Document, Period End Date	Jul. 12, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-41690
Entity, Tax Identification Number	37-1792147
Entity, Address, Address Line One	1188 West Georgia Street, Suite 1830
Entity, Address, City or Town	Vancouver
Entity, Address, State or Province	BC
Entity, Address, Postal Zip Code	V6E 4A2
City Area Code	604
Local Phone Number	388-9788
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001947244
CommonStockParValue0001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	USGO
Security Exchange Name	NASDAQ
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Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
Trading Symbol	USGOW
Security Exchange Name	NASDAQ