Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001437749-26-032627

Filed: 2026-10-14

Period: 2026-10-14

CIK: 0001947244

SIC: 1040 (GOLD & SILVER ORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — usgo20261013_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1025886.htm)

EX-99.2 — EXHIBIT 99.2 (ex_1025887.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: usgo20261013_8k.htm · Sequence: 1

usgo20261013_8k.htm

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0001947244

2026-10-14

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): October 14, 2026

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690

37-1792147

(Commission

File Number)

(IRS Employer

Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

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

Not Applicable

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

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

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☒

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

USGO

The Nasdaq Stock Market LLC

Item 7.01

Regulation FD Disclosure.

On October 14, 2026, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed a Report of Foreign Private Issuer on Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2026 and 2025 (the “Financial Statements”), and management’s discussion and analysis for the three and nine months ended August 31, 2026 (the “MD&A”). The Financial Statements and the MD&A include certain unaudited financial information of the Company for the three and nine months ended August 31, 2026.

The foregoing descriptions of the Financial Statements and the MD&A do not purport to be complete and are qualified in their entirety by the full text of the Financial Statements and the MD&A, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, 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 the 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 the 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 the 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 the MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended September 30, 2026, as such the information contained in the Financial Statements and the 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 periods covered in part by the Financial Statements and the MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and the 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 the 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 nine months ended August 31, 2026 and 2025 (unaudited).

99.2

Management’s discussion and analysis of GoldMining Inc. for the three and nine months ended August 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: October 14, 2026

U.S. GOLDMINING INC.

By:

/s/ Tim Smith

Name:

Tim Smith

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1025886.htm · Sequence: 2

ex_1025886.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

AUGUST 31, 2026 AND 2025

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.

Condensed Consolidated Interim Statements of Financial Position

As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

As at August 31,

As at November 30,

Notes

2026

2025 (revised-note 3)

($)

Assets

Current assets

Cash and cash equivalents

16,675

24,937

Restricted cash

Restricted deposits

1,311

Income taxes receivable

158

Prepaid expenses and deposits

970

555

Short-term investments

30,256

1,383

Other assets

185

491

49,453

27,584

Non-current assets

Reclamation deposits

494

Exploration and evaluation assets

57,875

57,998

Land, property and equipment

3,356

2,953

Investment in joint venture

455

629

Long-term investments

99,315

148,303

210,454

237,961

Liabilities

Current liabilities

Accounts payable and accrued liabilities

2,683

2,171

Due to joint venture

Due to related parties

268

Lease liabilities

107

100

Income taxes payable

Withholding taxes payable

253

Derivative liabilities

1,598

2,845

4,508

Non-current liabilities

Lease liabilities

118

199

Rehabilitation provisions

1,319

1,327

Deferred tax liability

4,164

3,926

8,446

9,960

Equity

Issued capital

226,576

214,387

Reserves

15,674

14,786

Share issuance obligation

498

Accumulated deficit

(28,714 )

(8,718 )

Accumulated other comprehensive income (loss)

(13,515 )

4,627

Total equity attributable to shareholders of the Company

200,021

225,580

Non-controlling interests

1,987

2,421

202,008

228,001

210,454

237,961

Commitments (Note 16)

Approved and authorized for issue by the Board of Directors on October 14, 2026.

/s/ "David Kong"

/s/ "Pat Obara"

David Kong

Director

Pat Obara

Chief Financial Officer

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

GoldMining Inc.

Condensed Consolidated Interim Statements of Comprehensive Income (loss)

For the three and nine months ended August 31, 2026 and 2025

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

For the three months

For the nine months ended

ended August 31,

August 31,

Notes

2026

2025

(revised-note 3)

2026

2025

(revised-note 3)

($)

Operating expenses

Consulting fees

119

187

358

370

Depreciation

114

297

260

Directors' fees, employee salaries and benefits

898

617

2,572

1,794

Exploration expenses

11,398

3,764

16,125

5,334

General and administrative

1,182

1,549

5,158

5,323

Professional fees

283

339

1,537

1,833

Share-based compensation

10, 11

856

371

3,958

2,189

Share of loss in associate

641

346

Share of loss on investment in joint venture

14,851

7,598

30,012

17,500

Operating loss

(14,851 )

(7,598 )

(30,012 )

(17,500 )

Other items

Interest income

115

509

174

Flow-through recovery

Gain on share sales of investment in associate

108

149

Gain on remeasurement of investment in NevGold

337

Gain on revaluation of derivative liabilities

355

1,342

3,248

Other expenses

(9 )

(46 )

(43 )

(103 )

Net foreign exchange gain

268

Net loss for the period before taxes

(14,477 )

(6,735 )

(28,204 )

(13,567 )

Current income tax expense

(35 )

(107 )

(37 )

(25 )

Deferred income tax recovery (expense)

378

7,094

(2,434 )

9,230

Net income (loss) for the period

(14,134 )

252

(30,675 )

(4,362 )

Attributable to:

Shareholders of the Company

(11,259 )

686

(26,762 )

(3,873 )

Non-controlling interests

(2,875 )

(434 )

(3,913 )

(489 )

Net income (loss) for the period

(14,134 )

252

(30,675 )

(4,362 )

Other comprehensive income (loss)

Items not subsequently reclassified to net income or loss:

Unrealized gain (loss) on short-term investments

(29,783 )

4,197

Unrealized gain (loss) on long-term investments

2,769

53,062

(24,193 )

68,888

Deferred tax recovery (expense) on investments

5,380

(7,068 )

2,272

(9,204 )

Items that may be reclassified subsequently to net income or loss:

Foreign currency adjustment reclassified to net loss

(134 )

Foreign currency translation adjustments

(137 )

550

(334 )

(94 )

Total comprehensive income (loss) for the period

(35,905 )

46,687

(48,733 )

55,130

Attributable to:

Shareholders of the Company

(33,052 )

47,125

(44,805 )

55,641

Non-controlling interests

(2,853 )

(438 )

(3,928 )

(511 )

Total comprehensive income (loss) for the period

(35,905 )

46,687

(48,733 )

55,130

Net income (loss) per share, basic and diluted

(0.05 )

0.00

(0.13 )

(0.02 )

Weighted average number of shares outstanding, basic and diluted

214,899,324

199,261,103

213,618,843

196,848,393

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

GoldMining Inc.

Condensed Consolidated Interim Statements of Changes in Equity

For the nine months ended August 31, 2026 and 2025

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

Accumulated

Attributable

Other

to Shareholders

Non-

Number of

Issued

Share Issuance

Accumulated

Comprehensive

of the

Controlling

Notes

Capital

Reserves

Obligation

Deficit

Income (Loss)

Company

Interests

Total

($)

Balance at November 30, 2024 (revised- note 3)

194,740,857

190,785

14,050

(8,382 )

(86,930 )

109,614

432

110,046

Restricted share rights vested

356,265

427

(700 )

273

US GoldMining

Options exercised

(2 )

Restricted share rights vested

(2 )

At-the-Market offering:

Common shares issued for cash

2,848

809

3,657

Agents' fees and issuance costs

(82 )

(21 )

(103 )

At-the-Market offering:

Common shares issued for cash

4,755,273

5,086

Agents' fees and issuance costs

(127 )

Common shares issued in flow-through share financing

373,135

399

Share-based compensation

10,11

1,521

538

2,059

130

2,189

Transfer of OCI to accumulated- deficit upon disposal of investment

(53 )

Other comprehensive income (loss)

59,514

(22 )

59,492

Net loss for the period

(3,873 )

(489 )

(4,362 )

Balance at August 31, 2025

(revised- note 3)

200,225,530

196,570

14,871

364

(9,008 )

(27,363 )

175,434

843

176,277

Options exercised

656,751

956

(512 )

444

Restricted share rights vested

88,179

128

(262 )

134

US GoldMining

Options exercised

(1 )

Restricted share rights vested

(1 )

At-the-Market offering:

Common shares issued for cash

7,087

2,377

9,464

Agents' fees and issuance costs

(188 )

(60 )

(248 )

At-the-Market offering:

Common shares issued for cash

8,278,220

16,233

Agents' fees and issuance costs

(406 )

Share-based compensation

10,11

689

756

777

Deferred tax benefits of share issuance costs

906

Other comprehensive income

31,990

32,008

Net loss for the period

(6,674 )

(780 )

(7,454 )

Balance at November 30, 2025 (revised- note 3)

209,248,680

214,387

14,786

498

(8,718 )

4,627

225,580

2,421

228,001

Options exercised

215,364

446

(176 )

270

Restricted share rights vested

423,862

676

(711 )

(498 )

(533 )

US GoldMining

Warrants exercised, net of financing fees

(221 )

551

330

Restricted share rights vested

(52 )

At-the-Market offering:

Common shares issued for cash

1,533

644

2,177

Agents' fees and issuance costs

(46 )

(16 )

(62 )

Registered direct offering

3,823

1,710

5,533

At-the-Market offering:

Common shares issued for cash

5,596,183

11,351

Agents' fees and issuance costs

(284 )

Share-based compensation

10, 11

1,775

1,630

3,405

553

3,958

Transfer of OCI to accumulated- deficit upon disposal of investment

(99 )

Other comprehensive loss

(18,043 )

(15 )

(18,058 )

Net loss for the period

(26,762 )

(3,913 )

(30,675 )

Balance at August 31, 2026

215,484,089

226,576

15,674

(28,714 )

(13,515 )

200,021

1,987

202,008

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

GoldMining Inc.

Condensed Consolidated Interim Statements of Cash Flows

For the nine months ended August 31, 2026 and 2025

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

For the nine months ended

August 31,

2026

2025

(revised-note 3)

($)

Operating activities

Net loss for the period

(30,675 )

(4,362 )

Adjustments for non-cash items:

Depreciation

297

260

Share-based compensation

3,958

2,189

Share of loss in associate

346

Gain on remeasurement of investment in NevGold

(337 )

Flow-through recovery

(49 )

Gain on revaluation of derivative liabilities

(1,342 )

(3,248 )

Deferred income tax expense (recovery)

2,434

(9,230 )

Others

(48 )

Net changes in non-cash working capital items:

Other assets

Incomes taxes receivable

176

Prepaid expenses and deposits

(415 )

(469 )

Accounts payable and accrued liabilities

513

(140 )

Incomes taxes payable

(89 )

(929 )

Due to related parties

(241 )

(253 )

Cash used in operating activities

(25,273 )

(16,239 )

Investing activities

Net proceeds from share sales of investment in associate

1,180

Net proceeds from share sales of long-term investment

858

Net proceeds from share sales of short-term investment

118

Proceeds received from earn-in agreement

250

Return of reclamation deposits

494

Investment in joint venture

(74 )

(57 )

Purchase of equipment

(685 )

Payments for restricted deposits

(1,311 )

Cash (used in) generated from investing activities

(1,208 )

2,036

Financing activities

Net proceeds from At-the-Market offering, net of issuance costs

11,067

4,959

Net proceeds from US GoldMining At-the-Market offering, net of issuance costs

2,115

3,554

Proceeds from flow-through share issuance

500

Proceeds from US GoldMining warrant exercises, net of issuance costs

103

Proceeds from common shares issued upon exercise of options

270

Proceeds from US GoldMining registered direct offering

5,533

Cash paid for withholding taxes on restricted share rights vested

(533 )

Payment of lease liabilities

(91 )

(89 )

Cash generated from financing activities

18,464

8,924

Effect of exchange rate changes on cash

(305 )

(202 )

Net decrease in cash and cash equivalents and restricted cash

(8,322 )

(5,481 )

Cash and cash equivalents and restricted cash

Beginning of period

24,997

12,002

End of period

16,675

6,521

Supplemental cash flow disclosure:

Cash (received) paid for income taxes

(49 )

992

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

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

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 (the "U.S. GoldMining Shares") are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols "USGO".

Basis of Preparation

2.1

Statement of Compliance

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

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

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

The Company's condensed consolidated interim financial statements for the three and nine months ended August 31, 2026, were authorised for issue by the Company's Board of Directors (the "Board") on October 14, 2026.

2.2

Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim financial statements requires management to make accounting policy judgments, make estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

2.3

New Accounting Standards Issued but not effective

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements – In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

Amendments to IAS 28 – In June 2026, the IASB issued Amendments to the Fair Value Option for Investments in Associates and Joint Ventures, which clarified which entities are eligible to measure investments in associates and joint ventures at fair value under IAS 28 Investment in Associates and Joint Ventures. The exemption from applying the equity method in IAS 28 allows eligible entities to make an election to measure investments in associates and joint ventures at fair value through profit or loss. This election has to be made separately for each associate or joint venture at initial recognition. These amendments address stakeholders' concerns about the diversity in practice when determining the scope of entities eligible to apply the Fair Value Option. This diversity has become increasingly important because the measurement at either fair value or using the equity method affects the classification of income and expenses in the statement of profit or loss under IFRS 18 "Presentation and Disclosure in Financial Statements", in either the operating or the investing category. The amendments are effective when an entity first applies IFRS 18, which will be for annual reporting periods beginning on or after January 1, 2027, or earlier if IFRS 18 is early adopted. Management is currently assessing the effect of these amendments on our financial statements.

Revisions to Comparative Financial Information

During the quarter ended May 31, 2026, the Company reassessed the accounting for the warrants issued by U.S. GoldMining in connection with its initial public offering on April 24, 2023. The U.S. GoldMining warrants ("U.S. GoldMining Warrants") were originally classified as equity instruments. Based on the reassessment, management concluded that, as of the issuance date, the warrants did not meet the "fixed-for-fixed" criterion in IAS 32, Financial Instruments: Presentation, because the warrant agreement permits cashless exercise under certain circumstances. As a result, the warrants should have been classified as derivative financial liabilities measured at fair value through profit or loss from inception rather than equity instruments.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

Accordingly, the Company has revised its previously reported comparative financial information to reflect the appropriate classification and measurement of the U.S. GoldMining warrants. The revision resulted in the recognition of derivative financial liabilities upon issuance of the warrants, with subsequent changes in fair value recognized in the consolidated statements of net income (loss).

The effects of the revision on the previously reported comparative financial information are summarized below:

Consolidated statements of financial position – Revised

As at December 1, 2024

As at November 30,

2024

(as reported)

Adjustments

2024

(as revised)

Liabilities

Derivative liabilities

5,115

Current liabilities

4,235

5,115

9,350

Total liabilities

5,800

5,115

10,915

Equity

Accumulated deficit

(4,436 )

(3,946 )

(8,382 )

Accumulated other comprehensive income

(86,731 )

(199 )

(86,930 )

Total equity attributable to shareholders of the Company

113,759

(4,145 )

109,614

Non-controlling interests

1,402

(970 )

432

Total equity

115,161

(5,115 )

110,046

As at August 31, 2025

As at August 31,

2025

(as reported)

Adjustments

2025

(as revised)

Liabilities

Derivative liabilities

1,872

Current liabilities

2,954

1,872

4,826

Total liabilities

4,473

1,872

6,345

Equity

Accumulated deficit

(7,731 )

(1,277 )

(9,008 )

Accumulated other comprehensive income

(27,159 )

(204 )

(27,363 )

Total equity attributable to shareholders of the Company

176,915

(1,481 )

175,434

Non-controlling interests

1,234

(391 )

843

Total equity

178,149

(1,872 )

176,277

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

As at November 30, 2025

As at November 30,

2025

(as reported)

Adjustments

2025

(as revised)

Liabilities

Derivative liabilities

1,598

Current liabilities

2,910

1,598

4,508

Total liabilities

8,362

1,598

9,960

Equity

Accumulated deficit

(7,703 )

(1,015 )

(8,718 )

Accumulated other comprehensive income

4,825

(198 )

4,627

Total equity attributable to shareholders of the Company

226,793

(1,213 )

225,580

Non-controlling interests

2,806

(385 )

2,421

Total equity

229,599

(1,598 )

228,001

Consolidated statements of comprehensive income (loss) – Revised

For the three months ended August 31, 2025

For the three months ended

August 31

2025

(as reported)

Adjustments

2025

(as revised)

Other items

Gain on revaluation of derivative liabilities

355

Net loss for the period before taxes

(7,090 )

355

(6,735 )

Net income (loss) for the period

(103 )

355

252

Attributable to:

Shareholders of the Company

372

314

686

Non-controlling interests

(475 )

(434 )

Net income (loss) for the period

(103 )

355

252

Other comprehensive income (loss)

Items that may be reclassified subsequently to net income or loss:

Foreign currency translation adjustments

549

550

Total comprehensive income for the period

46,331

356

46,687

Attributable to:

Shareholders of the Company

46,810

315

47,125

Non-controlling interests

(479 )

(438 )

Total comprehensive income for the period

46,331

356

46,687

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

For the nine months ended August 31, 2025

For the nine months ended

August 31

2025

(as reported)

Adjustments

2025

(as revised)

Other items

Gain on revaluation of derivative liabilities

3,248

Net loss for the period before taxes

(16,815 )

3,248

(13,567 )

Net loss for the period

(7,610 )

3,248

(4,362 )

Attributable to:

Shareholders of the Company

(6,542 )

2,669

(3,873 )

Non-controlling interests

(1,068 )

579

(489 )

Net loss for the period

(7,610 )

3,248

(4,362 )

Other comprehensive income (loss)

Items that may be reclassified subsequently to net income or loss:

Foreign currency translation adjustments

(89 )

(5 )

(94 )

Total comprehensive income for the period

51,887

3,243

55,130

Attributable to:

Shareholders of the Company

52,977

2,664

55,641

Non-controlling interests

(1,090 )

579

(511 )

Total comprehensive income for the period

51,887

3,243

55,130

Net loss per share, basic and diluted

(0.03 )

0.01

(0.02 )

Consolidated statements of cash flows for the nine months ended August 31, 2025 – Revised

The revision had no impact on the Company's cash used in operating activities, cash generated from (used in) investing and cash generated from financing activities for the nine months ended August 31, 2025. The adjustment relates solely to the presentation of non-cash items within the consolidated statement of cash flows.

For the nine months ended

August 31

2025

(as reported)

Adjustments

2025

(as revised)

Net loss for the period

(7,610 )

3,248

(4,362 )

Adjustments for non-cash items:

Gain on revaluation of derivative liabilities

(3,248 )

Cash used in operating activities

(7,610 )

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

Cash and Cash Equivalents

August 31,

November 30,

2026

2025

($)

Cash and cash equivalents consist of:

Cash at bank and on hand

10,063

4,396

Term deposits

6,612

20,541

Total

16,675

24,937

Restricted deposits

August 31,

November 30,

2026

2025

($)

Restricted deposits consists of:

Guaranteed investment certificate

1,250

Term deposits held as security for corporate credit cards

Total

1,311

On January 19, 2026, a subsidiary of the Company entered into a $1,250 credit facility with the Toronto-Dominion Bank, secured by a one-year cashable guaranteed investment certificate. Subsequently, on February 20, 2026, the subsidiary issued an irrevocable letter of credit in the amount of $985 to the Minister of Crown Indigenous Relations and Northern Affairs Canada in connection with the receipt of certain land use and water permits for the Yellowknife Gold Project.

Short-term investments

As of August 31, 2026, the Company's short-term investments consist of equity securities held in NevGold Corp. ("NevGold"), Galleon Gold Corp. ("Galleon") and Australian Mines Limited ("AUZ") measured at FVTOCI. Short-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss.

During the year ended November 30, 2025, the Company received 84,429,563 in ordinary shares of AUZ with an initial fair value of $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

The following tables outline the movement of the Company's short-term investments during the nine months ended August 31, 2026, and year ended November 30, 2025:

As at August 31,

As at November 30,

As at August 31,

2026

2025

2026

Number of

Fair value

($)

Unrealized Gains

(FVTOCI)

($)

Disposition

($)

Reclassified from long-

term investments

($)

Fair Value

($)

Investment in AUZ

84,429,563

1,313

1,287

2,600

Investment in Galleon

(119 )

Investment in NevGold(1)

19,073,350

2,861

24,795

27,656

1,383

4,197

(119 )

24,795

30,256

As at November 30,

2025

2024

2025

Number of

Fair value

($)

Additions

($)

Unrealized Gains

(FVTOCI)

($)

Fair Value

($)

Investment in AUZ

84,429,563

607

706

1,313

Investment in Galleon

100,000

607

758

1,383

(1)

On February 28, 2026, the Company's investment in NevGold with a fair value of $24,795 (Note 9) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027.

Exploration and Evaluation Assets

For the nine months ended

August 31,

2026

2025

($)

Balance at the beginning of period

57,998

56,547

Change in reclamation estimate

(70 )

Foreign currency translation adjustments

(53 )

126

Balance at the end of period

57,875

56,713

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

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

August 31,

November 30,

2026

2025

($)

La Mina

15,603

15,695

Titiribi

12,458

12,531

Crucero

7,409

7,452

Yellowknife

7,380

7,419

Cachoeira

6,258

6,171

São Jorge

5,273

5,199

Yarumalito

1,723

1,733

Whistler

1,067

1,104

Surubim

258

254

Batistão

237

234

Montes Áureos and Trinta

181

178

Rea

Total

57,875

57,998

Exploration Expenses

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

For the three months ended

For the nine months ended

August 31,

2026

2025

2026

2025

($)

Whistler

9,646

1,626

11,812

2,130

São Jorge

435

1,309

1,831

1,857

Yarumalito

635

888

102

Titiribi

247

104

542

380

Crucero

214

342

319

343

La Mina

300

146

Yellowknife

288

236

317

Cachoeira

181

Rea

Total

11,398

3,764

16,125

5,334

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

Land, Property and Equipment

Right-of-

Use Assets

Buildings and

Office

(Office and)

Exploration

Land

Camp Structures

Equipment

warehouse space)

Equipment

Vehicles

Total

($)

Cost

Balance at November 30, 2024

1,107

2,433

217

451

398

623

5,229

Disposition

(1 )

Impact of foreign currency translation

(3 )

(6 )

Balance at November 30, 2025

1,104

2,427

222

455

400

623

5,231

Additions

166

438

112

716

Impact of foreign currency translation

(6 )

(16 )

(1 )

(3 )

(25 )

Balance at August 31, 2026

1,098

2,577

223

454

838

732

5,922

Accumulated Depreciation

Balance at November 30, 2024

947

206

271

422

1,929

Depreciation

160

346

Disposition

(1 )

Impact of foreign currency translation

(5 )

Balance at November 30, 2025

1,102

216

175

303

482

2,278

Depreciation

116

297

Impact of foreign currency translation

(7 )

(1 )

(2 )

(9 )

Balance at August 31, 2026

1,211

221

245

351

538

2,566

Net Book Value

At November 30, 2025

1,104

1,325

280

141

2,953

At August 31, 2026

1,098

1,366

209

487

194

3,356

Long-term Investments

As of August 31, 2026, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC") measured at FVTOCI. Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in long-term investments measured at FVTOCI.

During the year ended November 30, 2025, the Company's investment in NevGold was reclassified from investment in associate to investment measured through FVTOCI.

The following tables outline the movement of the Company's long-term investments during the nine months ended August 31, 2026, and year ended November 30, 2025:

As at August 31,

As at November 30,

As at August 31,

2026

2025

2026

Number of

Fair value

($)

Unrealized Gains (Losses)

(FVTOCI)

($)

Reclassified to Short-

term Investments

($)

Fair Value

($)

Investment in GRC

21,533,125

132,091

(32,776 )

99,315

Investment in NevGold(1)

16,212

8,583

(24,795 )

148,303

(24,193 )

(24,795 )

99,315

As at November 30,

2025

2024

2025

Number of

Fair value

($)

Additions

($)

Disposals

($)

Unrealized Gains

(FVTOCI)

($)

Fair Value

($)

Investment in GRC

21,533,125

38,906

93,185

132,091

Investment in NevGold

19,073,350

5,982

(875 )

11,105

16,212

38,906

5,982

(875 )

104,290

148,303

(1)

On February 28, 2026, the Company's investment in NevGold with a fair value of $24,795 (Note 6) was reclassified from long-term investments to short-term investments.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

10.

Share Capital

10.1

Authorized

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

At-the-Market Equity Programs

Under the Company's December 2025 at-the-market equity program (the "ATM Program") the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares to the public from time to time, through the Agents, at the Company's discretion at the market price on the TSX or the NYSE, as applicable, at the time of sale.

During the nine months ended August 31, 2026, the Company issued 5,596,183 common shares under the ATM Program for gross proceeds of $11,351, with aggregate commissions paid to agents of $284.

During the nine months ended August 31, 2025, the Company issued 4,755,273 common shares under the ATM Program for gross proceeds of $5,086, with aggregate commissions paid to agents of $127.

Flow-Through Share Financing

On June 6, 2025, the Company completed a non-brokered private placement of 373,135 common shares, which qualify as flow-through shares within the meaning of the Income Tax Act (Canada) (each a "FT Share") at a price of $1.34 per FT Share for gross proceeds of $500. The Company used an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada) in relation to the Company's Yellowknife Gold Project, on or before December 31, 2025.

A fair value of $101 was assigned to the flow-through premium liability based on the residual value method. The Company recognized a flow-through recovery of $101 associated with eligible exploration expenditures during the year ended November 30, 2025. As of November 30, 2025 and August 31, 2026, the remaining flow-through premium liability is $nil.

10.2

Reserves

Restricted Share Rights

($)

Share Options

($)

Warrants

($)

Total

($)

Balance at November 30, 2024

10,491

3,541

14,050

Restricted share rights vested

(700 )

Share-based compensation

835

686

1,521

Balance at August 31, 2025

153

11,177

3,541

14,871

Options exercised

(512 )

Restricted share rights vested

(262 )

Share-based compensation

116

573

689

Balance at November 30, 2025

11,238

3,541

14,786

Options exercised

(176 )

Restricted share rights vested

(711 )

Share-based compensation

647

1,128

1,775

Balance at August 31, 2026

(57 )

12,190

3,541

15,674

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

10.3

Share Options

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

The following outlines movements of the Company's Options:

Number of

Options

Weighted

Average

Exercise Price

($)

Balance at November 30, 2024

15,481,429

1.61

Granted

250,000

1.24

Expired

(250,000 )

2.46

Forfeited

(245,000 )

1.71

Balance at August 31, 2025

15,236,429

1.58

Granted

2,797,000

1.94

Exercised

(1,091,984 )

1.30

Expired

(1,675,000 )

2.88

Balance at November 30, 2025

15,266,445

1.53

Granted

289,200

2.12

Exercised(1)

(350,000 )

1.42

Forfeited

(31,500 )

1.76

Balance at August 31, 2026

15,174,145

1.54

(1)

During the three and nine months ended August 31, 2026, the Company issued 4,402 and 215,364 common shares, respectively, at weighted average trading prices of $1.59 and $1.94, respectively. The common shares were issued pursuant to the exercise of 350,000 share options, of which 30,364 common shares were issued pursuant to the exercise of 165,000 share options on a net exercise basis.

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

Nine months ended

August 31,

2026

Nine months ended

August 31,

2025

Risk-free interest rate

2.60 %

2.68 %

Expected life (years)

2.87

2.81

Expected volatility

45.08 %

40.27 %

Expected dividend yield

0.00 %

Estimated forfeiture rate

5.99 %

0.27 %

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

A summary of Options outstanding and exercisable as of August 31, 2026, are as follows:

Options Outstanding

Options Exercisable

Exercise Prices

Number of

Options

Outstanding

Weighted

Average

Exercise

Price

($)

Weighted

Average

Remaining

Contractual

Life

(years)

Number of

Options

Exercisable

Weighted

Average

Exercise

Price

($)

Weighted

Average

Remaining

Contractual

Life

(years)

$1.09

- $1.18

3,000,000

1.09

2.15

3,000,000

1.09

2.15

$1.19

- $1.59

2,763,750

1.21

3.06

2,763,750

1.21

3.06

$1.60

- $1.72

3,811,750

1.60

1.23

3,811,750

1.60

1.23

$1.73

- $1.89

2,367,500

1.83

0.20

2,367,500

1.83

0.20

$1.90

- $2.34

3,231,145

1.96

4.06

1,690,245

1.97

3.88

15,174,145

1.54

2.19

13,633,245

1.50

1.95

The amount of share-based compensation expense recognized for Options during the three and nine months ended August 31, 2026, was $212 and $1,128 (three and nine months ended August 31, 2025: $143 and $686), respectively, with the fair value estimated using the Black-Scholes option pricing model.

10.4

Restricted Share Rights

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

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

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(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, 2024

765,165

1.19

Vested

(588,140 )

1.19

Forfeited

(6,500 )

1.19

Balance at August 31, 2025

170,525

1.19

Granted

379,840

1.94

Vested

(200,679 )

1.30

Balance at November 30, 2025

349,686

1.94

Granted

15,000

1.71

Vested(1)

(276,491 )

1.94

Forfeited

(7,275 )

1.51

Balance at August 31, 2026

80,920

1.94

(1)

During the nine months ended August 31, 2026, 418,750 RSRs, which vested during the year ended November 30, 2025, were net settled, resulting in the issuance of 195,329 GoldMining Shares, with the remaining RSRs forfeited to settle withholding taxes.

The amount of share-based compensation expense recognized for RSRs during the three and nine months ended August 31, 2026, was $93 and $647 (three and nine months ended August 31, 2025: $116 and $835), respectively.

11.

Non-Controlling Interests

11.1

U.S. GoldMining equity transactions

In May 2026, GoldMining exercised 122,490 U.S. GoldMining Warrants at an exercise price of US$13 per warrant for a total exercise cost of $2,190 (US$1.59 million) and received 122,490 U.S. GoldMining Shares.

As of August 31, 2026, GoldMining held 10,000,751 U.S. GoldMining Shares, or approximately 70.9% of U.S. GoldMining's outstanding common shares, and has common management of U.S. GoldMining. The Company concluded that subsequent to U.S. GoldMining's Offering, it has control over U.S. GoldMining and as a result, continues to consolidate the entity. U.S. GoldMining's earnings and losses are included in GoldMining's consolidated statements of comprehensive income (loss), with net loss and comprehensive loss attributable to U.S. GoldMining separately disclosed as being attributable to NCI. The NCI in U.S. GoldMining's net assets is reflected in the condensed consolidated interim statements of financial position and the condensed consolidated interim statements of changes in equity. The NCI in these condensed consolidated interim financial statements of $1,987 as at August 31, 2026, solely relates to U.S. GoldMining.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

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

As at August 31,

As at November 30,

2026

2025 (revised)

($)

Assets

Cash and cash equivalents

5,763

10,193

Restricted cash

Restricted deposits

Prepaid expenses and deposits

215

122

Other assets

100

Land, property and equipment

1,792

1,312

Exploration and evaluation assets

7,963

11,866

Liabilities

Accounts payable and accrued liabilities

1,445

446

Withholding taxes payable

253

Rehabilitation provisions

473

461

Lease liability

124

Derivative liabilities

1,598

2,012

2,882

Refer to segmented information Note 15 for a breakdown of U.S. GoldMining's net loss.

The following table summarizes U.S. GoldMining's cash flow activities during the nine months ended August 31, 2026 and 2025:

For the nine months ended

August 31, 2026

August 31, 2025

($)

Cash used in operating activities

(13,574 )

(5,470 )

Cash used in investing activities

(746 )

Cash generated from financing activities

9,902

3,554

Effect of exchange rate changes on cash

(72 )

(116 )

Net decrease in cash and cash equivalents and restricted cash

(4,490 )

(2,032 )

Cash and cash equivalents and restricted cash

Beginning of period

10,253

5,666

End of period

5,763

3,634

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

On December 12, 2025, U.S. GoldMining filed a prospectus supplement to increase its at-the-market equity program (the "U.S. GoldMining ATM Program") capacity by US$6.1 million, excluding approximately US$10.1 million in shares previously sold under the program prior to a filing on December 12, 2025.

On June 26, 2026, U.S. GoldMining filed a prospectus supplement to reduce the maximum amount of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to approximately US$2.1 million of U.S. GoldMining Shares.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

On July 6, 2026, U.S. GoldMining filed a prospectus supplement to increase the maximum number of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to approximately US$4.2 million of U.S. GoldMining Shares, which does not include the U.S. GoldMining Shares that were sold pursuant to the U.S. GoldMining ATM Program prior to July 6, 2026, having an aggregate gross sales price of approximately US$10.7 million.

During the nine months ended August 31, 2026, U.S. GoldMining sold 151,658 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $2.18 million (US$1.57 million). As a result, the Company recorded a dilution gain in equity of $1,533, or $1,487 net of agents' fees and issuance costs.

During the nine months ended August 31, 2025, U.S. GoldMining sold 286,339 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $3.66 million (US$2.6 million). As a result, the Company recorded a dilution gain in equity of $2,848, or $2,766 net of agents' fees and issuance costs.

U.S. GoldMining Registered Direct Offering

On June 26, 2026, U.S. GoldMining entered into a securities purchase agreement with an institutional investor, pursuant to which U.S. GoldMining agreed to issue and sell in a registered direct offering 522,876 U.S. GoldMining Shares, at a purchase price of US$7.65 per share. The gross proceeds to U.S. GoldMining from the registered direct offering were approximately $5.5 million (US$4.0 million). As a result, the Company recorded a dilution gain in equity of $3,823. No commissions were payable in connection with the offering. The transaction closed on June 29, 2026.

11.2

U.S. GoldMining Stock Options

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

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

Number of

Options

Weighted

Average

Exercise Price

(US$)

Balance at November 30, 2024

185,550

10.00

Granted

140,500

10.00

Exercised

(20,000 )

10.00

Forfeited

(12,500 )

10.00

Balance at August 31, 2025

293,550

10.00

Exercised

(13,750 )

10.00

Balance at November 30, 2025

279,800

10.00

Granted

155,500

9.55

Forfeited

(34,800 )

9.81

Balance at August 31, 2026

400,500

(1)

9.84

(1)

As at August 31, 2026, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.26 years.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

The fair value of U.S. GoldMining stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Nine months

ended

August 31,

2026

Nine months

ended

August 31,

2025

Share price at grant date

US$9.55

US$8.74

Risk-free interest rate

3.51 %

4.32 %

Expected life (years)

3.00

Expected volatility(1)

56.95 %

55.45 %

Expected dividend yield

0.00 %

Estimated forfeiture rate

0.00 %

(1)

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

During the three and nine months ended August 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $107 and $708 (three and nine months ended August 31, 2025: $82 and $514), respectively, for stock options granted.

11.3

U.S. GoldMining Restricted Shares

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

The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to U.S. GoldMining without the requirement of any further consideration. During the nine months ended August 31, 2026, performance conditions were met for 95,250 Restricted Shares which were released. As of August 31, 2026, 158,750 Restricted Shares remain outstanding and are subject to certain performance conditions.

During the three and nine months ended August 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $410 and $1,261 (three and nine months ended August 31, 2025: $2 and $1), respectively, related to U.S. GoldMining's Restricted Shares.

11.4

U.S. GoldMining Restricted Share Units

U.S. GoldMining's restricted share units ("RSUs") vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense is calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock on the date of the grant. The compensation expense is recognized over the vesting period of the RSUs.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

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

Number of

RSUs

Weighted Average Value

(US$)

Balance at November 30, 2024

Granted

15,050

8.32

Vested

(7,326 )

8.32

Forfeited

(600 )

8.32

Balance at August 31, 2025

7,124

8.32

Granted

5,000

9.25

Vested

(3,563 )

8.32

Balance at November 30, 2025

8,561

8.86

Granted

16,200

9.40

Vested

(15,161 )

9.11

Forfeited

(1,000 )

9.40

Balance at August 31, 2026

8,600

9.38

Share-based compensation of $34 (US$0.02 million) and $214 (US$0.15 million) was recognized for the three and nine months ended August 31, 2026 (three and nine months ended August 31, 2025: $28 (US$0.02 million) and $153 (US$0.11 million)), related to U.S. GoldMining's RSUs.

11.5

U.S. GoldMining Warrants

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

Number of

Warrants

Weighted

Average

Exercise Price

(US$)

Balance at November 30, 2024, August 31, 2025, and November 30, 2025

1,740,992

13.00

Exercised(1)

(455,837 )

13.00

Expired

(1,285,155 )

13.00

Balance at August 31, 2026

(1)

During the nine months ended August 31, 2026, 455,837 U.S. GoldMining Warrants were exercised. Of this amount, U.S GoldMining issued 130,823 U.S. GoldMining Shares on a cash basis (see note 11.1) in addition to, 15,107 U.S. GoldMining Shares that were issued on a net exercise basis in accordance with the terms of the warrant agreement related to 325,014 U.S. GoldMining Warrants. The remaining 1,285,155 U.S. GoldMining Warrants expired on May 22, 2026.

12.

Derivative Liabilities

The Company's derivative liabilities are related to U.S. GoldMining Warrants (see Note 11.5). The fair value of the derivative liabilities was determined based on the quoted market price of the publicly traded warrants on the Nasdaq Capital Market. As the warrants were traded in an active market, the fair value measurement is classified as Level 1 within the fair value hierarchy. During the quarter ended May 31, 2026, the Company revised its accounting treatment for the U.S. GoldMining Warrants and retrospectively reclassified the warrants from equity instruments to derivative warrant liabilities (see Note 3).

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

The movement in derivative liabilities is as follows:

For the nine months ended

August 31,

2026

2025

($)

Balance at the beginning of period

1,598

5,115

Warrant exercised

(227 )

Change in fair value during the period

(1,342 )

(3,248 )

Impact of foreign currency translation

(29 )

Balance at the end of period

1,872

13.

Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, restricted deposits, short-term investments, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

●

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

●

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

●

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

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

13.1

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.

13.2

Currency Risk

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

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

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

As at August 31,

As at November 30,

2026

2025

($)

Assets

United States Dollar

113,857

156,047

Australian Dollar

2,600

1,313

Colombian Peso

598

307

Total

117,055

157,667

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $168.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2026, would have an impact, net of tax, of approximately $8,590 on other comprehensive income for the nine months ended August 31, 2026. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at August 31, 2026, would have an impact of $1,437 on net loss for the nine months ended August 31, 2026.

13.3

Interest Rate Risk

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

13.4

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances.

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

13.5

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at August 31, 2026, the Company has working capital (current assets less current liabilities) of $46,608. The Company's prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents of $5,763 and other current assets of $359 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 11.1).

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

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

As of August 31, 2026, the Company owns securities in the following publicly listed companies:

Equity Holdings

Exchange

Number of Securities

Fair Value(1)

U.S. GoldMining

Nasdaq Capital Market

10,000,751 shares

$124.3 million (US$89.5 million)

Gold Royalty Corp.

NYSE American

21,533,125 shares

$99.3 million (US$71.5 million)

NevGold

TSX Venture

19,073,350 shares

$27.7 million(2)

Australian Mines Limited

Australian Stock Exchange

84,429,563 shares

$2.6 million (AU$2.6 million)

(1)

Fair values based upon the closing price of the applicable securities as of August 31, 2026.

(2)

Standstill effective to February 27, 2027 (Note 6).

GoldMining believes that, taking into account its cash on hand, ability to sell and or enter into future borrowings collateralized by the U.S. GoldMining, GRC, NevGold and AUZ, and access to its ATM Program, it will be able to meet its working capital requirements for the next twelve months commencing from the date that the condensed consolidated interim financial statements are issued.

13.6

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments ("Equity Investments"). The share prices of Equity Investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity Investments held as of August 31, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $11,208 on other comprehensive loss for the nine months ended August 31, 2026.

14.

Related Party Transactions

14.1

Related Party Transactions

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

●

During the three and nine months ended August 31, 2026, the Company incurred $4 and $11 (three and nine months ended August 31, 2025: $10 and $18), respectively, in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of one of the Company's Co-Chairmen.

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2026, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

14.2

Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three and nine months ended August 31, 2026:

For the three months ended

For the nine months ended

August 31,

2026

2025

2026

2025

($)

Management fees

155

143

Director and officer fees

111

279

339

Share-based compensation

527

228

2,125

1,078

Total

669

387

2,559

1,560

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

As at August 31, 2026, $27 was payable to key management personnel for services provided to the Company (November 30, 2025: $267). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

15.

Segmented Information

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

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

Total non-current assets

As at August 31,

2026

As at November 30,

2025

($)

Canada

107,067

156,661

Colombia

31,098

31,308

Brazil

12,662

12,665

Peru

7,409

7,452

United States

2,765

2,291

Total

161,001

210,377

Total operating loss

For the three months ended

For the nine months ended

August 31, 2026

August 31, 2025

August 31, 2026

August 31, 2025

($)

United States

10,609

2,309

16,322

4,821

Canada

1,826

2,759

7,583

8,226

Brazil

970

1,831

3,368

2,919

Colombia

1,231

364

2,452

1,173

Peru

215

335

287

361

Total

14,851

7,598

30,012

17,500

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

The Company's total assets, liabilities, operating loss and net loss for its two operating segments, U.S. GoldMining and others are detailed in the three tables below:

Total assets

Total liabilities

As at August 31,

As at November 30,

As at August 31,

As at November 30,

2026

2025

2026

2025 (revised- Note 3)

($)

U.S. GoldMining(1)

8,981

12,891

2,012

2,882

Others(2)

201,473

225,070

6,434

7,078

Total

210,454

237,961

8,446

9,960

(1)

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

(2)

Others consists of GoldMining Inc. and all subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada.

For the three months ended August 31, 2026

For the three months ended August 31, 2025

(revised-note 3)

U.S. GoldMining(1)

Others(2)

Total

U.S. GoldMining(1)

Others(2)

Total

($)

Operating expenses

Consulting fees

119

149

187

Depreciation

114

Directors' fees, employee salaries and benefits

168

730

898

136

481

617

Exploration expenses

9,646

1,752

11,398

1,626

2,138

3,764

General and administrative

409

773

1,182

461

1,088

1,549

Professional fees

(7 )

290

283

259

339

Share-based compensation

550

306

856

112

259

371

Share of loss in associate

641

Share of loss on investment in joint venture

10,858

3,993

14,851

2,516

5,082

7,598

Operating loss

(10,858 )

(3,993 )

(14,851 )

(2,516 )

(5,082 )

(7,598 )

Other items

Interest income

115

Flow-through recovery

Gain on sales of investment in associate

108

Gain on remeasurement of investment in NevGold

337

Gain on revaluation of derivative liabilities

355

Other expenses

(8 )

(1 )

(9 )

(37 )

(46 )

Net foreign exchange gain (loss)

266

268

(4 )

Net loss for the period before taxes

(10,827 )

(3,650 )

(14,477 )

(2,139 )

(4,596 )

(6,735 )

Current income tax expense

(35 )

(107 )

Deferred income tax recovery

378

7,094

Net income (loss) for the period

(10,827 )

(3,307 )

(14,134 )

(2,139 )

2,391

252

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

For the nine months ended August 31, 2026

For the nine months ended August 31, 2025

(revised-note 3)

U.S. GoldMining(1)

Others(2)

Total

U.S. GoldMining(1)

Others(2)

Total

($)

Operating expenses

Consulting fees

358

315

370

Depreciation

229

297

191

260

Directors' fees, employee salaries and benefits

510

2,062

2,572

449

1,345

1,794

Exploration expenses

11,812

4,313

16,125

2,130

3,204

5,334

General and administrative

1,844

3,314

5,158

1,773

3,550

5,323

Professional fees

502

1,035

1,537

456

1,377

1,833

Share-based compensation

2,183

1,775

3,958

668

1,521

2,189

Share of loss in associate

346

Share of loss on investment in joint venture

17,080

12,932

30,012

5,722

11,778

17,500

Operating loss

(17,080 )

(12,932 )

(30,012 )

(5,722 )

(11,778 )

(17,500 )

Other items

Interest income

177

332

509

128

174

Flow-through recovery

Gain on sales of investment in associate

149

Gain on remeasurement of investment in NevGold

337

Gain on revaluation of derivative liabilities

1,342

3,248

Other expenses

(23 )

(20 )

(43 )

(26 )

(77 )

(103 )

Net foreign exchange gain (loss)

(6 )

(5 )

Net loss for the period before taxes

(15,590 )

(12,614 )

(28,204 )

(2,377 )

(11,190 )

(13,567 )

Current income tax expense

(37 )

(5 )

(20 )

(25 )

Deferred income tax recovery (expense)

(2,434 )

9,230

Net loss for the period

(15,590 )

(15,085 )

(30,675 )

(2,382 )

(1,980 )

(4,362 )

(1)

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

(2)

Others consists of GoldMining Inc. and all subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

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

16.

Commitments

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 Brazilian National Mining Agency (Agência Nacional de Mineração or ANM) granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina Gold-Copper Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into a single concession and on March 11, 2026 the integrated contract was registered in the Colombian national mining cadaster. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

In addition, pursuant to an option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020, September 27, 2022, May 10, 2024, September 13, 2024 October 9, 2025, March 5, 2026, June 25, 2026 and September 22, 2026, the Company's subsidiary can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before January 30, 2027.

Whistler Project

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

Yarumalito Project

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

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at August 31, 2026, including payments due for each of the next five years and thereafter.

Amount

($)

Due within 1 year

296

1 – 3 years

3 – 5 years

More than 5 years

Total

393

(1)

Includes $10 related to low value assets, $196 related to short-term leases and $187 related to non-lease components of leases on the date of inception of each lease agreement.

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

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex_1025887.htm · Sequence: 3

ex_1025887.htm

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2026

(Expressed in Canadian dollars unless otherwise stated.)

October 14, 2026

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the three and nine months ended August 31, 2026, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2026, including the notes thereto, and its annual information form (the "AIF") and audited consolidated financial statements for the year ended November 30, 2025, copies of which are available under the Company's profile at www.sedarplus.ca.

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

The Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2026, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS accounting standards") applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. Unless otherwise stated, all information contained in this MD&A is as of October 14, 2026.

Cautionary Statement Regarding Forward-Looking Information

This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of securities laws in the United States (collectively, "forward-looking statements"). These statements relate to the expectations of management about future events, results of operations and the Company's future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "target", "aim", "pursue", "potential", "objective" and "capable" and the negative of these terms or other similar expressions are generally indicative of forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied on. These statements speak only as of the date hereof. In addition, this MD&A may contain forward-looking statements attributed to third party industry sources.

Without limitation, this MD&A contains forward-looking statements pertaining to the following: the Company's future exploration and development plans and strategies; expectations regarding exploration activities and/or plans on the Company's and its subsidiaries' projects, including the 2026 exploration programs at the São Jorge Project, the Whistler Project and the Yarumalito Project; the expected timing of receipt of assay results; the results of preliminary economic assessments, including the conceptual economics set out therein; the Company's plans to commence future pre-feasibility studies at the São Jorge Project; the Company's mineral resource estimates; expectations respecting the receipt of necessary licenses and permits and regulatory review processes; the Company's ability to raise the capital necessary to fund its operations and the potential development of its properties; the Company's ability to obtain the resources to conduct exploration and development activities on its properties; forecasts relating to mining, development and other activities at the Company's operations; potential increases in the ultimate recovery of gold from its properties; forecasts relating to market developments and trends in global supply and demand for gold and copper; future royalty and tax payments and rates; and future work on the Company's non-material properties.

Forward-looking statements are based on a number of material assumptions, including, but not limited to, those listed here, which could prove to be significantly incorrect: the Company will realize on the benefits expected from its business plans and strategies; exploration programs will be completed as planned; the assumptions underlying mineral resource estimates and other studies will prove to be accurate; the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof will occur and proceed as expected; current gold, silver, base metal and other commodity prices will be sustained, or will improve; the market prices of the Company's equity investments and of the GoldMining Shares will not decline materially; the proposed development of the Company's projects will be viable operationally and economically and will proceed as expected; any additional financing required by the Company will be available, and on reasonable terms; the accuracy of any mineral reserve and mineral resource estimates; the accuracy of budgeted exploration and development costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; political and regulatory stability; the receipt of governmental and third-party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits and obtaining all other required approvals, licenses and permits on favourable terms; and the Company will not experience any material accident, labour dispute or failure of plant or equipment.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements, including, without limitation: the exploration, development, and operation of early-stage mineral properties, including the speculative nature of exploration and development projects, the possibility of diminishing quantities or grades of mineralization, the inability to recover certain expenditures and the exposure to operational hazards typically encountered in the exploration, development and production of mineral properties; obtaining and maintaining all necessary government permits, approvals and authorizations related to the continued exploration and development of the Company's current and future projects and operations; the uncertainty of mineral resource estimates; fluctuation in market value of publicly traded securities held by the Company; the potential dilution of voting power or earnings per share as a result of the exercise of convertible securities of the Company, future financings or future acquisitions financed by the issuance of equity; the Company's broad discretion relating to the use of proceeds raised from financings or future financings; general economic conditions; gold and other commodity price fluctuations and volatility; the Company has no known mineral reserves and that no economic reserves may exist on the Company's projects; potential acquisitions of additional mineral properties or mergers with or investment in new companies and abandonment of interest by the Company in its mineral properties; referendums or resolutions respecting prohibitions or restrictions on mining; government regulations and government and community approvals, acceptance, agreements and permissions (generally referred to as "social license"), including the ability to obtain and maintain required government and community approvals, the impact of changing government regulations and shifting political climates, and the ability of regulatory authorities to impose fines or shut down operations in cases of non-compliance; the presence of artisanal miners; inherent risks in mining and development, including risks related to accidents, labour disputes, environmental hazards, unfavourable operating conditions, or other unanticipated difficulties with or interruptions in operations; war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environment; infrastructure; competitive conditions in the mineral exploration and mining industry; property and mineral title, including defective title to mineral claims or property; environmental regulation and liability; costs, compliance and other risks associated with climate change and emerging climate change regulation; information systems and cyber security; uncertainty of the performance of contractors; costs, delays and other risks associated with statutory and regulatory compliance; the uncertainty of profitability and financing risks, as the Company has no history of earnings; health epidemics or pandemics; internal controls over financial reporting; foreign exchange fluctuations; the ability of the Company to retain skilled and experienced personnel, contractors, management and employees; potential litigation; foreign operations; possible conflicts of interest; uninsurable risks; risks associated with joint ventures; and capital cost estimates. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. The risk factors referenced herein should not be construed as exhaustive. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements.

Business Overview

The Company is a mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

GoldMining's principal projects are currently its São Jorge Gold Project, located in the State of Pará, Brazil (the "São Jorge Project"), its La Mina Gold-Copper Project (the "La Mina Project") and Titiribi Gold-Copper Project, located in the Department of Antioquia, Colombia (the "Titiribi Project"), and the Whistler Gold-Copper Project, located in Alaska, United States (the "Whistler Project"), in which it has an indirect interest through its majority ownership of U.S. GoldMining Inc. ("U.S. GoldMining"). The Company has control over, and consolidates, U.S. GoldMining. As at August 31, 2026, the Company held approximately 70.9% of the outstanding shares of common stock of U.S. GoldMining (the "U.S. GoldMining Shares").

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

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

Company Strategy

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

Recent Developments

Updated At-the-Market Equity Program

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

During the three months ended August 31, 2026, the Company issued a total of 825,607 GoldMining Shares under the ATM Program for aggregate gross proceeds of $1.2 million (US$0.9 million) from sales conducted through the facilities of the NYSE American, and the Agents were paid aggregate commissions on such sales of approximately US$0.02 million, representing 2.50% of the gross proceeds of the shares sold.

Unless earlier terminated by the Company or the Agents as permitted therein, the 2025 Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the GoldMining Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 8, 2026.

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

U.S. GoldMining has established an at-the-market equity program (the "U.S. GoldMining ATM Program") pursuant to an At The Market Offering Agreement dated May 15, 2024 (the "U.S. GoldMining Offering Agreement"). On December 12, 2025, U.S. GoldMining filed a prospectus supplement to increase the capacity of the U.S. GoldMining ATM Program by US$6.1 million, exclusive of approximately US$10.1 million in shares previously sold under the U.S. GoldMining ATM Program prior to December 12, 2025.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

On June 26, 2026, U.S. GoldMining filed a prospectus supplement to reduce the maximum amount of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to up to approximately US$2.1 million of U.S. GoldMining Shares.

On July 6, 2026, U.S. GoldMining filed a prospectus supplement to increase the maximum amount of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to up to approximately US$4.2 million of U.S. GoldMining Shares, which does not include the U.S. GoldMining Shares having an aggregate gross sales price of approximately US$10.7 million that were sold pursuant to the U.S. GoldMining ATM Program prior to July 6, 2026.

During the three months ended August 31, 2026, U.S. GoldMining sold 90,143 common shares under the U.S. GoldMining ATM Program, for gross proceeds to U.S. GoldMining of $1.2 million (US$0.9 million).

U.S. GoldMining Registered Direct Offering

On June 26, 2026, U.S. GoldMining entered into a securities purchase agreement with an institutional investor, pursuant to which U.S. GoldMining agreed to issue and sell in a registered direct offering 522,876 U.S. GoldMining Shares, at a purchase price of US$7.65 per share. The gross proceeds to U.S. GoldMining from the registered direct offering were approximately $5.5 million (US$4.0 million). No commissions were payable in connection with the offering. The shares were issued to the investor on July 6, 2026.

Update on Material Properties

The Company is currently in the process of identifying and planning additional work related to its projects with the goal of directing resources to enhance value at prioritized projects (the "Strategic Review Process"). To date, pursuant to this Strategic Review Process, the Company has identified additional studies and reports to be completed at certain of its properties as detailed below. Such work may include undertaking additional studies, economic assessments and exploration and development work. Additional work on projects identified as part of the strategic review process and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, which we may obtain through equity and/or debt financing.

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

São Jorge Gold Project

During the three and nine months ended August 31, 2026, the Company incurred expenditures of $0.4 million and $1.8 million on the São Jorge Project, respectively. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services including towards the completion of a future preliminary economic assessment ("PEA"), expenditures for camp maintenance costs, including infrastructure upgrades and construction of additional core storage and camp expansion, and costs related to the Company's 2025 and 2026 exploration programs at the project, including drilling and ground geophysical induced polarisation ("IP") surveys.

During the nine months ended August 31, 2026, the Company reported results of the 2025 exploration program on January 6, 2026, and January 26, 2026. The 2025 exploration program comprised 9,533 meters of drilling, including 3,862 meters of diamond core, 3,528 meters of reverse-circulation ("RC") drilling, and 2,143 meters of auger drilling. The diamond core drilling was designed to test below and along trend of the existing São Jorge mineral resource estimate area (the "Deposit"). 3,528 meters of RC drilling and 2,143 meters of auger drilling over high-tenor soil anomalies were completed. Additionally, 2,552 samples were collected as part of a soil sampling program to test and expand the broader mineral system across the project.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

During the nine months ended August 31, 2026, the focus of exploration work at the São Jorge Project was to complete additional RC drilling on targets located on claims 850.566/2013 and 850.275/2003, which are located east and west of the São Jorge Deposit, respectively. A total of 4,349 meters of RC drilling was completed over selected target areas. Additionally, 29.75 line kilometers of IP survey were completed over the 'Eye' target area.

The Company plans to continue its exploration program on the property during the next quarter, to complete the planned drilling (including diamond core drilling) envisaged for 2026 with a focus on the Deposit and to test IP anomalies identified in the new survey completed in 2026 on the 'Eye' target area located on claim 850.275/2003 and other targets on the main claim 850.058/2002 that encompasses the Deposit.

In May 2026, the Company submitted to the National Mining Agency of Brazil ("ANM Brazil") a final exploration report (the "Final Exploration Report") for exploration licenses ANM Brazil nos. 850.566/2013 and 850.275/2003, identifying exploration targets considered prospective for gold mineralization, thereby allowing the Company to maintain these licenses in good standing. There is no assurance that ANM Brazil will approve the Final Exploration Report while maintaining the entire area encompassed by the two licenses.

On June 11, 2026, the Company disclosed the results of a preliminary economic assessment (the "São Jorge PEA") on its São Jorge Project. The São Jorge PEA is preliminary in nature and there is no certainty that the reported results will be realized. The São Jorge PEA includes inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that this PEA, including the conceptual economics set out therein, will be realized. For further information regarding the São Jorge PEA, please refer to the Company's Technical Report titled "NI 43-101 Technical Report and Preliminary Economic Assessment for the São Jorge Gold Project, Pará State, Brazil" dated effective June 9, 2026, a copy of which is available under the Company's profile at www.sedarplus.ca.

The Company is working towards commencing pre-feasibility studies as it seeks to further de-risk the São Jorge Project and advance permitting. There is no certainty that a pre-feasibility study will be completed or that its results will support a future development decision.

Whistler Gold-Copper Project

During the three and nine months ended August 31, 2026, U.S. GoldMining incurred $9.6 million and $11.8 million, respectively, of expenditures on the Whistler Project for consulting fees to vendors for geological work, completion of an initial economic assessment, a field-based exploration program including drill testing high-priority targets seeking to delineate new gold-copper mineralized porphyry intrusions and extend known mineral systems, permitting and compliance, regulatory and community stakeholder engagement and camp maintenance costs.

On January 20, 2026, U.S. GoldMining announced the initial results of the 2025 exploration program and on March 2, 2026, it announced the filing of an initial economic assessment (the "Whistler PEA") for the Whistler Project. Further information concerning the Whistler PEA is set out in the technical report prepared for the Company titled "Whistler Gold-Copper Project NI 43-101 Technical Report and Preliminary Economic Assessment", with an effective date of March 2, 2026, a copy of which is available under the Company's profile at www.sedarplus.ca. The Whistler PEA is preliminary in nature and there is no certainty that the Whistler PEA will be realized.

On April 20, 2026, U.S. GoldMining announced its exploration program for the 2026 field season at the Whistler Project (the "2026 Whistler Program"). The 2026 Whistler Program is expected to comprise diamond core drilling targeting several high-priority near-deposit potential upside opportunities and new targets within the Whistler – Raintree area. The objective is to develop a pipeline of discoveries that will underpin growth opportunities for the Whistler Project. On July 6, 2026, U.S. GoldMining announced the commencement of drilling under the 2026 Whistler Program.

On September 22, 2026, U.S. GoldMining announced the completion of the 2026 Whistler Program, comprised of 7,493 meters of drilling across 17 core drill holes and ten target areas within the Whistler Orbit. The drilling targeted potential new gold-copper mineralized porphyry intrusions and extensions of known mineral systems. Initial assay results are expected in the coming weeks and through the end of 2026, subject to laboratory turnaround times.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

La Mina Gold-Copper Project

During the three and nine months ended August 31, 2026, the Company incurred $0.1 million and $0.3 million, respectively, of expenditures on the La Mina Project, which included expenditures for camp maintenance, consulting fees to vendors that provided geological and technical services including for the completion of an updated PEA, payroll and personnel expenses and surface rights lease payments.

Titiribi Gold-Copper Project

During the three and nine months ended August 31, 2026, the Company incurred $0.2 million and $0.5 million, respectively, of expenditures on the Titiribi Project, which included expenditures for camp maintenance, payroll and personnel, surface rights lease payments as well as initiating a geotechnical study to better determine the physical characteristics of rock and soil at the Titiribi Project.

In April 2025, the Company submitted a work and construction program or Programa de Trabajo y Obras ("PTO"), a document detailing the final exploration plan, to the Colombian National Mining Agency ("ANM Colombia") for approval. The PTO evaluation process continues at the mining authority. Once the PTO is approved, the next major step for the project would involve obtaining other necessary permits, such as the Environmental Impact Assessment approval. In December 2025, the Company started the process of collecting data and information as part of the required baseline studies. After permitting is obtained, the Company could proceed with construction and development activities as outlined in the approved PTO.

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

Other Properties

●

Cachoeira Project – the Company indirectly holds a 100% interest in the Cachoeira Gold Project, located in Pará State, Brazil (the "Cachoeira Project"). The Cachoeira Project comprises two mining concessions and one exploration permit covering an aggregate area of approximately 4,761 ha in the Gurupi Gold Belt district. On March 15, 2022, the Company received the Preliminary Environmental Licence (the "LP") endorsed by the Environmental Council of Pará State.

With the LP granted, the Company initiated the fieldwork necessary to meet its requirements. On December 2, 2024, the Company applied for an additional two-year extension of the LP, which was granted in March 2026 by the regulatory environmental agency, extending the LP until May 26, 2027. In March 2026, the Company initiated contracting for the services required to obtain the environmental installation licence (the "Installation Licence").

The engineering executive plan for the first phase of the Cachoeira Project, which includes a heap leach operation at the Arara Deposit, was completed to meet the requirements for submitting the application for the Installation Licence.

Socio-economic studies for Phase 1 of the project have been completed and additional fauna and flora studies will be completed next quarter to meet the requirements of the Installation Licence application.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

●

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

On July 17, 2024, the Company was notified of a requirement from ANM Colombia to present the status of the environmental licensing process before the Environment Authority. The Company completed the required environmental impact studies, which were submitted on October 22, 2024. In February 2025, the Company was notified that the PTO submitted for the Yarumalito Project was approved, and the ANM Colombia resolution granting such approval was registered in April 2025, triggering an environmental impact assessment required for the proposed works. The Environmental Impact Assessment was submitted to Corantioquia (Regional Environmental Agency) for review and approval. As part of the approved PTO (2025), the Company has a commitment with ANM Colombia to complete a drilling campaign of 1,200 metres in 2026, upon receipt of environmental approval. In May 2026, the Company announced an infill-focused core drilling program at the Yarumalito Project, which has since been completed and comprised 1,218 metres of drilling in 4 holes. Initial assay results from the first drill hole were announced by the Company on October 6, 2026 and confirmed wide intervals of gold-copper porphyry-style mineralization starting from surface to the end of hole at a depth of 399.9 metres. Assays from the remaining holes are pending.

●

Boa Vista Project – the Boa Vista Gold Project (the "Boa Vista Project") is subject to an earn-in agreement with Australian Mines Limited ("AUZ"), pursuant to which AUZ is conducting exploration at the project. During the nine months ended August 31, 2026, AUZ reported results from its 2025 drilling program at the VG1 prospect and expanded exploration across the broader Boa Vista Project. For further information, readers are referred to AUZ's public disclosure. See also "Commitments - Boa Vista Joint Venture Project".

Other Investments

Gold Royalty Corp.

As of August 31, 2026, the Company owned 21,533,125 common shares (the "GRC Shares") of NYSE American-listed Gold Royalty Corp. ("GRC"). The GRC Shares had a market value of $99.3 million (US$71.5 million) based on the closing price of such securities quoted on the NYSE American at August 31, 2026.

NevGold Corp.

As of August 31, 2026, the Company owned 19,073,350 common shares (the "NevGold Shares") of TSX Venture Exchange listed NevGold Corp. ("NevGold"). The NevGold Shares had a market value of $27.7 million based on the closing price of such securities quoted on the TSX Venture Exchange at August 31, 2026.

GoldMining entered into an agreement with NevGold dated August 27, 2025, pursuant to which it agreed not to, subject to certain customary exceptions, directly or indirectly, sell NevGold Shares in open market transactions through the facilities of the TSX Venture Exchange or other stock exchange or public trading platform until February 27, 2027.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Australian Mines Limited

As of August 31, 2026, the Company owned 84,429,563 ordinary shares of AUZ (the "AUZ Shares"). The AUZ Shares had a market value of $2.6 million (AU$2.6 million) based on the closing price of such securities quoted on the Australian Securities Exchange at August 31, 2026.

U.S. GoldMining

As of August 31, 2026, the Company owned 10,000,751 U.S. GoldMining Shares, or approximately 70.9% of U.S. GoldMining's outstanding shares of common stock. The U.S. GoldMining Shares had a market value of $124.3 million (US$89.5 million) based on the closing price of such securities quoted on Nasdaq Capital Market at August 31, 2026.

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

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

As at August 31,

As at November 30,

2026

2025 (revised)

(in thousands of dollars)

($)

Assets

Cash and cash equivalents

5,763

10,193

Restricted cash

Restricted deposits

Prepaid expenses and deposits

215

122

Other assets

100

Land, property and equipment

1,792

1,312

Exploration and evaluation assets

7,963

11,866

Liabilities

Accounts payable and accrued liabilities

1,445

446

Withholding taxes payable

253

Rehabilitation provisions

473

461

Lease liability

124

Derivative liabilities

1,598

2,012

2,882

Results of Operations

Revision of Comparative Period Financial Information

During the quarter ended May 31, 2026, the Company reassessed the accounting relating to the warrants issued by U.S. GoldMining in connection with its initial public offering on April 24, 2023 (the "U.S. GoldMining Warrants"). Such warrants were originally classified as equity instruments. Based on the reassessment, management concluded that, as of the issuance date, the U.S. GoldMining Warrants did not meet the "fixed-for-fixed" criterion in IAS 32, Financial Instruments: Presentation, because the underlying warrant agreement permits cashless exercise under certain circumstances. As a result, the U.S. GoldMining Warrants should have been classified as derivative financial liabilities measured at fair value through profit or loss from inception rather than as equity instruments.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Accordingly, financial information for comparative periods included herein has been revised to reflect the appropriate classification and measurement of the U.S. GoldMining Warrants. The revision resulted in the recognition of derivative financial liabilities upon issuance of the warrants, with subsequent changes in fair value recognized in the consolidated statements of net loss. Please see Note 3 to the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2026 for further information.

Three Months Ended August 31, 2026, Compared to the Three Months Ended August 31, 2025

The following table sets forth selected operating results of the Company for the three months ended August 31, 2026 and 2025.

Selected Operating Results

U.S. GoldMining(1)

Others(2)

Consolidated

For the three months ended

August 31,

(in millions of dollars)

2026

($)

2025-revised

($)

Change

($)

2026

($)

2025-revised

($)

Change

($)

2026

($)

2025-revised

($)

Change

($)

Operating loss

10.9

2.5

8.4

4.0

5.1

(1.1 )

14.9

7.6

7.3

Consulting fees

0.1

0.2

(0.1 )

0.1

0.2

(0.1 )

Directors' fees, employee salaries and benefits

0.2

0.1

0.7

0.5

0.2

0.9

0.6

0.3

Exploration expenses

9.6

1.6

8.0

1.8

2.2

(0.4 )

11.4

3.8

7.6

General and administrative expenses

0.4

0.5

(0.1 )

0.8

1.0

(0.2 )

1.2

1.5

(0.3 )

Professional fees

0.1

(0.1 )

0.3

0.2

0.1

0.3

Share-based compensation

0.6

0.1

0.5

0.3

0.9

0.4

0.5

Share of loss in associate

0.6

(0.6 )

0.6

(0.6 )

Gain on revaluation of derivative liabilities

(0.4 )

0.4

(0.4 )

0.4

Gain on remeasurement of investment in NevGold

(0.3 )

0.3

(0.3 )

0.3

Current income tax expense

0.1

(0.1 )

0.1

(0.1 )

Deferred income tax recovery

(0.4 )

(7.1 )

6.7

(0.4 )

(7.1 )

6.7

Net loss (income)

10.8

2.1

8.7

3.3

(2.4 )

5.7

14.1

(0.3 )

14.4

(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, excluding U.S. GoldMining and US GoldMining Canada Inc.

For the three months ended August 31, 2026, the Company had an operating loss of $14.9 million, compared to $7.6 million for the same period of 2025. On a consolidated basis, the increase in operating loss was primarily the result of an increase in exploration expenses and share-based compensation, partially offset by the decrease in share of loss on investment in associate.

General and administrative expenses were $1.2 million for the three months ended August 31, 2026, compared to $1.5 million for the three months ended August 31, 2025. The decrease was primarily the result of a decrease in marketing and general office expenses, and regulatory fees.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $0.9 million for the three months ended August 31, 2026, compared to $0.6 million for the same period in 2025. The increase was primarily due to hiring of additional staff.

Exploration expenses were $11.4 million for the three months ended August 31, 2026, compared to $3.8 million for the same period in 2025. The increase was primarily driven by higher exploration expenditures at the Whistler Project by U.S. GoldMining and at the Company's São Jorge and Yarumalito projects. Of the consolidated exploration expenses for the period, $9.6 million was incurred by U.S. GoldMining in respect of the Whistler Project and $1.8 million was incurred by the Company and its other subsidiaries. Significant exploration expenditures included costs related to the ongoing drilling program at the São Jorge Project, as well as costs associated with U.S. GoldMining's 2026 Whistler Program.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

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

For the three months ended

For the nine months ended

August 31,

2026

2025

2026

2025

(in thousands of dollars)

($)

Whistler

9,646

1,626

11,812

2,130

São Jorge

435

1,309

1,831

1,857

Yarumalito

635

888

102

Titiribi

247

104

542

380

Crucero

214

342

319

343

La Mina

300

146

Yellowknife

288

236

317

Cachoeira

181

Rea

Total

11,398

3,764

16,125

5,334

Non-cash share-based compensation expenses were $0.9 million during the three months ended August 31, 2026, compared to $0.4 million during the same period of 2025. The increase was primarily attributable to a greater number of options granted during the nine months ended August 31, 2026 and an increase in share-based compensation recorded by U.S. GoldMining, compared to the same period of 2025. Share-based compensation for the three months ended August 31, 2026 includes $0.6 million recorded by U.S. GoldMining with respect to the vesting of stock options, restricted share units and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.1 million during the same period of 2025.

Professional fees were $0.3 million during the three months ended August 31, 2026, compared to $0.3 million during the same period of 2025.

Share of loss on investment in associate was $nil during the three months ended August 31, 2026, compared to $0.6 million during the same period of 2025. The decrease in share of loss on investment in associate was the result of the derecognition of investment in associate in August 2025 following the loss of significant influence over NevGold.

For the three months ended August 31, 2026, the Company recognized a gain of $nil from the fair value remeasurement of the U.S. GoldMining Warrants, compared to a gain of $0.4 million for the same period of 2025. The remaining U.S. GoldMining Warrants expired on May 22, 2026 and, prior to expiry, were classified as derivative liabilities and measured at fair value based on quoted market prices.

For the three months ended August 31, 2026, the Company recognized a deferred income tax recovery of $0.4 million, compared to $7.1 million for the same period of 2025. The deferred income tax recovery for the three months ended August 31, 2026 and 2025 resulted from the remeasurement of investments at fair value.

For the three months ended August 31, 2026, the Company recorded an unrealized loss on revaluation of short-term and long-term investments of $27.0 million in other comprehensive loss, and deferred tax recovery of $5.4 million, compared to an unrealized gain of $53.1 million, and deferred tax expense of $7.1 million for the same period of 2025. The investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

During the three months ended August 31, 2026, the Company's net loss was $14.1 million, or $0.05 per share on a basic and diluted basis, of which $11.3 million was attributable to shareholders of the Company and $2.8 million was attributable to non-controlling interests, compared to a net income of $0.3 million, or $0.00 per share on a basic and diluted basis, of which a net income of $0.7 million was attributable to shareholders of the Company and a net loss of $0.4 million was attributable to non-controlling interests during the same period of 2025.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Nine Months Ended August 31, 2026, Compared to the Nine Months Ended August 31, 2025

The following table sets forth selected operating results of the Company for the nine months ended August 31, 2026 and 2025.

Selected Operating Results

U.S. GoldMining(1)

Others(2)

Consolidated

For the nine months ended

August 31,

(in millions of dollars)

2026

($)

2025-revised

($)

Change

($)

2026

($)

2025-revised

($)

Change

($)

2026

($)

2025-revised

($)

Change

($)

Operating loss

17.1

5.7

11.4

12.9

11.8

1.1

30.0

17.5

12.5

Consulting fees

0.1

(0.1 )

0.4

0.3

0.1

0.4

Directors' fees, employee salaries and benefits

0.5

0.4

0.1

2.1

1.4

0.7

2.6

1.8

0.8

Exploration expenses

11.8

2.1

9.7

4.3

3.2

1.1

16.1

5.3

10.8

General and administrative expenses

1.8

3.4

3.5

(0.1 )

5.2

5.3

(0.1 )

Professional fees

0.5

1.0

1.3

(0.3 )

1.5

1.8

(0.3 )

Share-based compensation

2.2

0.7

1.5

1.8

1.5

0.3

4.0

2.2

1.8

Share of loss in associate

0.3

(0.3 )

0.3

(0.3 )

Gain on revaluation of derivative liabilities

(1.3 )

(3.2 )

1.9

(1.3 )

(3.2 )

1.9

Gain on remeasurement of investment in NevGold

(0.3 )

0.3

(0.3 )

0.3

Current income tax expense

Deferred income tax expense (recovery)

2.4

(9.2 )

11.6

2.4

(9.2 )

11.6

Net loss

15.6

2.4

13.2

15.1

2.0

13.1

30.7

4.4

26.3

(1)

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

(2)

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

For the nine months ended August 31, 2026, the Company had an operating loss of $30.0 million, compared to $17.5 million for the same period of 2025. On a consolidated basis, the increase in operating loss was primarily the result of an increase in exploration expenses and share-based compensation.

General and administrative expenses were $5.2 million for the nine months ended August 31, 2026, compared to $5.3 million for the nine months ended August 31, 2025.

Directors' fees, employee salaries and benefits, which includes management and personnel salaries, were $2.6 million for the nine months ended August 31, 2026, compared to $1.8 million for the same period in 2025. The increase was primarily due to hiring of additional staff.

Exploration expenses were $16.1 million for the nine months ended August 31, 2026, compared to $5.3 million for the same period in 2025. The increase resulted from higher exploration expenditures at the Whistler and Yarumalito Projects. Of the consolidated exploration expenses for the period, $11.8 million was incurred by U.S. GoldMining in respect of the Whistler Project and $4.3 million was incurred by the Company and its other subsidiaries. Significant exploration expenditures included costs related to the ongoing drilling program at the São Jorge Project, as well as costs associated with U.S. GoldMining's 2026 Whistler Program.

Non-cash share-based compensation expenses were $4.0 million during the nine months ended August 31, 2026, compared to $2.2 million during the same period of 2025. The increase was primarily attributable to a greater number of options granted during the nine months ended August 31, 2026 and an increase in share-based compensation recorded by U.S. GoldMining, compared to the same period of 2025. Share-based compensation for the nine months ended August 31, 2026, includes $2.2 million recorded by U.S. GoldMining with respect to the vesting of stock options, restricted share units and satisfaction of performance based restricted U.S. GoldMining Shares, compared to $0.7 million during the same period of 2025.

Professional fees were $1.5 million during the nine months ended August 31, 2026, compared to $1.8 million during the same period of 2025. The decrease primarily reflects lower legal and accounting costs associated with the Company's ATM program.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Share of loss on investment in associate was $nil during the nine months ended August 31, 2026, compared to $0.3 million during the same period of 2025. The decrease was the result of the derecognition of investment in associate in August 2025 following the loss of significant influence over NevGold.

For the nine months ended August 31, 2026, the Company recognized a deferred income tax expense of $2.4 million, compared to a deferred income tax recovery of $9.2 million for the same period of 2025. The deferred income tax expense and recovery for the nine months ended August 31, 2026 and 2025 resulted from the remeasurement of investments at fair value.

For the nine months ended August 31, 2026, the Company recognized a gain of $1.3 million from the fair value remeasurement of the U.S. GoldMining Warrants, compared to a gain of $3.2 million for the same period of 2025. The remaining U.S. GoldMining Warrants expired on May 22, 2026 and, prior to expiry, were classified as derivative liabilities and measured at fair value based on quoted market prices.

For the nine months ended August 31, 2026, the Company recorded an unrealized loss on revaluation of short-term and long-term investments of $20.0 million in other comprehensive loss, as a result of a decrease in the fair value of its investments, compared to an unrealized gain of $68.9 million for the same period of 2025. The respective unrealized losses and gains during the nine months ended August 31, 2026 and 2025, were offset by deferred income tax recovery of $2.3 million and deferred tax expense of $9.2 million, respectively. The investments are measured at fair value with reference to closing foreign exchange rates and the quoted share prices in the market.

During the nine months ended August 31, 2026, the Company's net loss was $30.7 million, or $0.13 per share on a basic and diluted basis, of which $26.8 million was attributable to shareholders of the Company and $3.9 million was attributable to non-controlling interests, compared to a net loss of $4.4 million, or $0.02 per share on a basic and diluted basis, of which $3.9 million was attributable to shareholders of the Company and $0.5 million was attributable to non-controlling interests during the same period of 2025.

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 generate any revenues during such periods. The financial results prior to the three-month period ended May 31, 2026 are presented on a revised basis to reflect a correction in the accounting related to the U.S. GoldMining Warrants. Please see "Results of Operations – Revision of Comparative Period Financial Information" for further information.

For the quarter ended

Net Income (loss)

Basic and diluted

net loss per share

Basic and diluted

net loss per share

(as reported)

Adjustments

(as revised)

(as reported)

Adjustments

(as revised)

(in thousands of dollars, except per share amounts)

($)

August 31, 2026

(14,134 )

(0.05 )

May 31, 2026

(8,772 )

(0.04 )

February 28, 2026

(7,246 )

(523 )

(7,769 )

(0.03 )

November 30, 2025

(7,722 )

268

(7,454 )

(0.04 )

0.01

(0.03 )

August 31, 2025

(103 )

355

252

(0.00 )

0.00

May 31, 2025

(2,616 )

810

(1,806 )

(0.01 )

February 28, 2025

(4,891 )

2,083

(2,808 )

(0.02 )

0.01

(0.01 )

November 30, 2024

(9,396 )

(3,826 )

(13,222 )

(0.04 )

(0.02 )

(0.06 )

The Company's fluctuations in net loss from quarter to quarter were mainly related to changes in exploration, permitting and licensing work, fluctuations in fair value of derivative liabilities, as well as corporate activities conducted during the respective periods. Net income for the three-month period ended August 31, 2025 and lower net loss for the three-month period ended May 31, 2025 compared to other quarters were primarily due to higher deferred tax recoveries related to the Company's long-term investments, gains on revaluation of derivative liabilities, as well as a dilution gain on its investment in associate. Net loss was higher during the three-month periods ended August 31, 2026, May 31, 2026, February 28, 2026, November 30, 2025, February 28, 2025 and November 30, 2024 primarily due to U.S. GoldMining's exploration programs and other activities.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

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". As at August 31, 2026, U.S. GoldMining had cash and cash equivalents of $5.8 million, other current assets of $0.4 million and working capital of $4.6 million. These amounts are solely for the operations of U.S. GoldMining and are not available for use by GoldMining or its subsidiaries.

As at August 31,

As at November 30,

2026

2025-revised

(in thousands of dollars)

($)

Cash and cash equivalents

16,675

24,937

Working capital

46,608

23,076

Short-term investments

30,256

1,383

Long-term investments

99,315

148,303

Total assets

210,454

237,961

Total current liabilities

2,845

4,508

Accounts payable and accrued liabilities

2,683

2,171

Total non-current liabilities

5,601

5,452

Shareholders' equity

200,021

225,580

Non-controlling interests

1,987

2,421

Capital resources of the Company consist primarily of cash and cash equivalents, restricted cash, restricted deposits, and liquid short-term and long-term investments in shares of NevGold, AUZ and GRC. As of August 31, 2026, the Company had cash and cash equivalents totalling $16.7 million compared to $24.9 million at November 30, 2025, and $32.8 million in other current assets compared to $2.6 million at November 30, 2025. The increase in other current assets was primarily attributable to the reclassification of NevGold Shares from long-term investments to short-term investments, and the increase in the market price of NevGold Shares during the nine months ended August 31, 2026. The NevGold Shares were reclassified as short-term investments as the selling restrictions under the lock-up agreement expire on February 27, 2027, which is within 12 months of the balance sheet date, after which the shares will be available for disposition. The foregoing amounts include cash and cash equivalents held by U.S. GoldMining of $5.8 million compared to $10.2 million at November 30, 2025, and $0.4 million in other current assets held by U.S. GoldMining compared to $0.3 million at November 30, 2025.

The decrease in cash and cash equivalents was primarily the result of operating expenditures during the nine months ended August 31, 2026, partially offset by cash proceeds from the ATM Program and the U.S. GoldMining ATM Program during the nine months ended August 31, 2026. As of August 31, 2026, the Company had long-term investments of $99.3 million, compared to $148.3 million at November 30, 2025, and short-term investments of $30.3 million compared to $1.4 million at November 30, 2025. The decrease in the fair value of long-term investments was primarily the result of the reclassification of NevGold Shares from long-term to short-term, and the decrease in the market price of GRC Shares during the nine months ended August 31, 2026. The increase in the fair value of short-term investments was primarily due to reclassification of NevGold Shares to short-term, and the increase in the market price of NevGold Shares during the nine months ended August 31, 2026.

The Company had accounts payable and accrued liabilities of $2.7 million as of August 31, 2026, compared to $2.2 million at November 30, 2025. As of August 31, 2026, the Company had working capital (current assets less current liabilities) of $46.6 million compared to $23.1 million at November 30, 2025. As of August 31, 2026, U.S. GoldMining had working capital of $4.6 million compared to $8.1 million at November 30, 2025.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

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 (which program will expire according to its terms on December 8, 2026, subject to renewal or replacement) 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 August 31, 2026, including payments due for each of the next five years and thereafter.

Contractual Obligations

Payments Due by Period

Total

Less than 1 year

1 – 3 years

3 – 5 years

After 5 years

(in thousands of dollars)

($)

Office and Storage Leases

647

418

229

Land Access Agreements

Total Contractual Obligations

663

434

229

General and Administrative

The Company is currently renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $0.6 million over the next three years. These leased facilities include those of U.S. GoldMining.

Credit Facility

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

Commitments

Boa Vista Joint Venture Project

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

Pursuant to the terms of a shareholders' agreement among Brazilian Gold Corp., a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and in the event Majestic's interest in BVG falls below 10% Majestic's interest will be converted to a 1.5% net smelter return royalty payable by BVG to Majestic.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Pursuant to a mineral rights acquisition agreement, as amended, relating to the Boa Vista Project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, is required to make: (i) a final payment of R$3.0 million ($0.80 million) by June 30, 2027, which date may be extended annually by GT making a payment equal to 7% of the balance owing; and (ii) a bonus payment of US$1.5 million if GT defines proven and probable mineral reserves, estimated in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), containing more than three million ounces of gold.

Pursuant to an earn-in agreement with AUZ, AUZ has the right to acquire up to an 80% interest in the Boa Vista Project, and is required to, among other things, incur minimum exploration expenditures of $4.5 million (AU$4.5 million) on or before August 28, 2028, and make a cash payment of $0.25 million on each of the first, second and third anniversaries of the execution date of such earn-in agreement in order to acquire its initial 51% interest, together with an additional payment in AUZ Shares on exercise of the initial 51% option.

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

Other Commitments

Altoro Agreement – Surubim Property – A cash payment of US$650,000 is payable upon ANM Brazil granting a mining concession over certain exploration concessions pursuant to the terms of 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.

La Garrucha Option Agreement – La Mina Project – A cash payment of US$100,000 is payable on or before January 30, 2027, for the Company's subsidiary to acquire certain surface rights over a portion of the La Garrucha concession.

Work Program – Yarumalito Project – A drilling campaign commitment with ANM Colombia as part of the approved PTO. See "Update on Material Properties – Other Properties – Yarumalito Project" for more information.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Cash Flows

The following table summarizes cash flow activities during the nine months ended August 31, 2026 and 2025:

For the nine months ended

August 31,

2026

2025

(in thousands of dollars)

($)

Cash used in operating activities

(25,273 )

(16,239 )

Cash (used in) generated from investing activities

(1,208 )

2,036

Cash generated from financing activities

18,464

8,924

Effect of exchange rate changes on cash

(305 )

(202 )

Net decrease in cash and cash equivalents and restricted cash

(8,322 )

(5,481 )

Cash and cash equivalents and restricted cash

Beginning of period

24,997

12,002

End of period

16,675

6,521

As of August 31, 2026, the Company had cash and cash equivalents and restricted cash totalling $16.7 million (November 30, 2025: $25.0 million). The net decrease for the current period was primarily due to cash used in operating activities of $25.3 million (August 31, 2025: $16.2 million) and cash used in investing activities of $1.2 million (August 31, 2025: cash generated from investing activities of $2.0 million), partially offset by cash generated from financing activities of $18.5 million (August 31, 2025: $8.9 million).

Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2026, was $25.3 million, compared to $16.2 million in the same period of 2025. The increase of operating expenditures during the nine months ended August 31, 2026 was primarily the result of an increase in exploration expenditures as explained above under results of operations. Significant operating expenditures during the nine months ended August 31, 2026, included general and administrative expenses of $5.2 million (August 31, 2025: $5.3 million), directors' fees, employee salaries and benefits of $2.6 million (August 31, 2025: $1.8 million), professional fees of $1.5 million (August 31, 2025: $1.8 million) and exploration expenditures of $16.1 million (August 31, 2025: $5.3 million).

Net cash used in operating activities was primarily offset by non-cash items, including share-based compensation of $4.0 million (August 31, 2025: $2.2 million), share of loss on investment in associate of $nil (August 31, 2025: $0.3 million), depreciation of $0.3 million (August 31, 2025: $0.3 million), gain on remeasurement of investment in NevGold of $nil (August 31, 2025: $0.3 million), gain on revaluation of derivative liabilities of $1.3 million (August 31, 2025: $3.2 million), and deferred income tax expense of $2.4 million (August 31, 2025: deferred income tax recovery of $9.2 million).

Net changes in non-cash working capital items resulted in a cash outflow of $0.0 million during the nine months ended August 31, 2026, compared to $1.8 million for the same period in 2025. The decrease in cash used was primarily attributable to a cash inflow of $0.5 million from changes in accounts payable and accrued liabilities (August 31, 2025: cash outflow of $0.1 million), mainly due to a higher level of exploration activities at U.S. GoldMining's Whistler Project, and a decrease in cash outflows from changes in income taxes payable of $0.1 million (August 31, 2025: $0.9 million). The cash outflow from changes in income taxes payable during the comparative period was primarily attributable to the sale of the Almaden Project.

Investing Activities

Net cash used in investing activities were $1.2 million in the nine months ended August 31, 2026, compared to generating cash of $2.0 million in the same period of 2025. In the nine months ended August 31, 2026, net cash used in investing activities was primarily related to entering into a credit facility with the Toronto-Dominion Bank, which is secured by a one-year cashable guaranteed investment certificate in the amount of $1.3 million (August 31, 2025: $nil), and the purchase of equipment of $0.7 million (August 31, 2025: $nil), partially offset by the return of reclamation deposits of $0.5 million (August 31, 2025: $nil), proceeds received from the earn-in agreement of $0.3 million (August 31, 2025: $0.1 million), and proceeds received from the sale of Galleon Gold Corp. shares of $0.1 million (August 31, 2025: $nil).

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Financing Activities

Net cash generated from financing activities during the nine months ended August 31, 2026, was $18.5 million (August 31, 2025: $8.9 million). Net cash generated from financing activities was primarily related to net cash proceeds received from the Company's ATM Program during the nine months ended August 31, 2026 in the amount of $11.1 million (August 31, 2025: $5.0 million), net proceeds from the U.S. GoldMining ATM Program of $2.1 million (August 31, 2025: $3.6 million), net proceeds from U.S. GoldMining Warrant exercises in the amount of $0.1 million (August 31, 2025: $nil), net proceeds from option exercises in the amount of $0.3 million (August 31, 2025: $nil) and net proceeds from U.S. GoldMining's registered direct offering in the amount of $5.5 million (August 31, 2025: $nil), partially offset by withholding taxes paid on net settled restricted share rights of $0.5 million (August 31, 2025: $nil).

Off-Balance Sheet Arrangements

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

Transactions with Related Parties

Related Party Transactions

During the three and nine months ended August 31, 2026, the Company incurred $3,883 and $10,987 (three and nine months ended August 31, 2025: $9,781 and $17,736), respectively. These consisted of general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc. ("Blender"), a company controlled by a family member of the Company's Co-Chairman. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2026, the Company did not enter into any contracts or undertake any commitments or obligations with any related parties other than as disclosed herein.

Transactions with Key Management Personnel

For the three months ended

For the nine months ended

August 31,

2026

2025

2026

2025

(in thousands of dollars)

($)

Management fees

155

143

Director and officer fees

111

279

339

Share-based compensation

527

228

2,125

1,078

Total

669

387

2,559

1,560

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

As at August 31, 2026, $0.0 million was payable to key management personnel for services provided to the Company (November 30, 2025: $0.3 million). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO").

Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS accounting standards requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact our consolidated financial statements. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are as follows:

Existence of impairment indicators for exploration and evaluation assets

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

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date. As at August 31, 2026 the Company has concluded no impairment indicators exist for any of its exploration and evaluation assets.

Changes in, and Initial Adoption of, Accounting Policies

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Amendments to IAS 28 – In June 2026, the IASB issued Amendments to the Fair Value Option for Investments in Associates and Joint Ventures, which clarified which entities are eligible to measure investments in associates and joint ventures at fair value under IAS 28 Investments in Associates and Joint Ventures. The exemption from applying the equity method in IAS 28 allows eligible entities to make an election to measure investments in associates and joint ventures at fair value through profit or loss. This election has to be made separately for each associate or joint venture at initial recognition. These amendments address stakeholders' concerns about the diversity in practice when determining the scope of entities eligible to apply the fair value option. This diversity has become increasingly important because the measurement at either fair value or using the equity method affects the classification of income and expenses in the statement of profit or loss under IFRS 18, in either the operating or the investing category. The amendments are effective when an entity first applies IFRS 18, which will be for annual reporting periods beginning on or after January 1, 2027, or earlier if IFRS 18 is early adopted. Management is currently assessing the effect of these amendments on our financial statements.

Financial Instruments and Risk Management

●

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

●

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

●

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

Financial Risk Management Objectives and Policies

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

Currency Risk

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

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

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

As at August 31,

As at November 30,

2026

2025

(in thousands of dollars)

($)

Assets

United States Dollar

113,857

156,047

Australian Dollar

2,600

1,313

Colombian Peso

598

307

Total

117,055

157,667

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

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2026 would have an impact, net of tax, of approximately $8.6 million on other comprehensive loss for the nine months ended August 31, 2026. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at August 31, 2026 would have an impact of $1.4 million on net loss for the nine months ended August 31, 2026.

Interest Rate Risk

Credit Risk

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

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at August 31, 2026, the Company has working capital (current assets less current liabilities) of $46.6 million. The Company's prepaid expenses, restricted deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents of $5.8 million and other current assets of $0.4 million are not available for use by GoldMining or other subsidiaries of GoldMining.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

As of August 31, 2026, the Company owns securities in the following publicly listed companies:

Equity Holdings

Exchange

Number of Securities

Fair Value(1)

U.S. GoldMining

Nasdaq Capital Market

10,000,751 shares

$124.3 million (US$89.5 million)

Gold Royalty Corp.

NYSE American

21,533,125 shares

$99.3 million (US$71.5 million)

NevGold

TSX Venture Exchange

19,073,350 shares

$27.7 million(2)

Australian Mines Limited

Australian Securities Exchange

84,429,563 shares

$2.6 million (AU$2.6 million)

(1)

Market values based upon the closing price of the applicable securities as of August 31, 2026.

(2)

Subject to certain selling restrictions as disclosed under "Other Investments - NevGold Corp."

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments ("Equity Investments"). The Company does not actively trade its Equity Investments. The share prices of Equity Investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity Investments held as at August 31, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $11.2 million on other comprehensive loss for the nine months ended August 31, 2026.

Outstanding Share Data

As of the date hereof, the Company has 215,484,089 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

Share Options

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

Expiry Date

Exercise/Grant Price

($)

Number Outstanding

November 11, 2026

1.83

2,227,500

November 24, 2026

1.84

140,000

December 07, 2026

1.57

25,000

January 17, 2027

1.98

18,945

January 18, 2027

2.01

50,000

April 07, 2027

2.07

100,000

June 20, 2027

1.46

25,000

July 15, 2027

1.18

75,000

November 24, 2027

1.60

3,811,750

May 08, 2028

1.45

50,000

May 24, 2028

1.34

75,000

November 04, 2028

1.09

2,875,000

December 01, 2028

1.22

240,000

January 16, 2029

1.14

50,000

November 27, 2029

1.19

2,098,750

March 14, 2030

1.24

250,000

November 28, 2030

1.94

2,773,000

December 03, 2030

1.97

50,000

January 23, 2031

2.34

100,000

February 16, 2031

2.07

100,000

April 20, 2031

1.90

39,200

15,174,145

Restricted Share Rights

As of the date of this MD&A, 80,920 restricted share rights to acquire 80,920 GoldMining Shares are outstanding.

Disclosure Controls and Procedures

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

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

The CEO and CFO have evaluated whether there were changes to the DCP during the three and nine months ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

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

GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended August 31, 2026

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

The CEO and CFO have evaluated whether there were changes to the ICFR during the three and nine months ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Risk Factors

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

Additional Information

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

Qualified Person

The scientific and technical information contained in this MD&A has been reviewed and approved by Paulo Pereira, Country Manager of Brazil for the Company. Mr. Pereira holds a Bachelor's degree in Geology from Universidade do Amazonas in Brazil, is a Qualified Person as defined in NI 43-101 and is a member of Professional Geoscientists Ontario.

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