Financial statements
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024 (Expressed in thousands of Canadian Dollars unless otherwise stated)
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GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 1 Commitments (Note 13) Subsequent events (Note 14) Approved and authorized for issue by the Board of Directors on April 11, 2025. /s/ "David Kong" /s/ "Pat Obara" David Kong Director Pat Obara Chief Financial Officer As at February 28, As at November 30,Notes 2025 2024($) ($)AssetsCurrent assetsCash and cash equivalents 3 9,230 11,880 Restricted cash 3 124 122 Other receivables 374 354 Prepaid expenses and deposits 1,176 893 Other assets 76 67 10,980 13,316 Non-current assetsReclamation deposits 494 494 Exploration and evaluation assets 4 58,306 56,547 Land, property and equipment 5 3,309 3,300 Investment in associate 6 7,124 7,230 Investment in joint venture 1,219 1,168 Long-term investments 7 42,350 38,906 123,782 120,961 LiabilitiesCurrent liabilitiesAccounts payable and accrued liabilities 1,971 1,602 Due to joint venture 27 26 Due to related parties 11 21 274 Lease liabilities 91 88 Income taxes payable 4 1,934 1,992 Withholding taxes payable 262 253 4,306 4,235 Non-current liabilitiesLease liabilities 275 299 Rehabilitation provisions 1,035 1,020 Deferred tax liability 257 246 5,873 5,800 EquityIssued capital 8 192,132 190,785 Reserves 8 14,584 14,050 Share issuance obligation 203 91 Accumulated deficit (8,555) (4,436) Accumulated other comprehensive loss (81,663) (86,731) Total equity attributable to shareholders of the Company 116,701 113,759 Non-controlling interests 9 1,208 1,402 117,909 115,161 123,782 120,961
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GoldMining Inc. Condensed Consolidated Interim Statements of Comprehensive Income For the three months ended February 28, 2025 and February 29, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 2 February 28, February 29,Notes 2025 2024($) ($)ExpensesConsulting fees 68 120 Depreciation 5 88 77 Directors' fees, employee salaries and benefits 11 595 521 Exploration expenses 4 531 715 General and administrative 2,018 1,936 Professional fees 951 484 Share-based compensation 8,9 1,097 1,252 Share of loss in associate 6 232 401 Share of loss on investment in joint venture 5 68 Recovery on the receipt of mineral property option payments 4 - (3,200) 5,585 2,374 Operating loss(5,585) (2,374) Other itemsInterest income 86 232 Other loss (7) (4) Financing costs (8) (9) Net foreign exchange gain (loss) 44 (9) Net loss for the period before taxes(5,470) (2,164) Current income tax recovery (expense) 117 (1,768) Deferred income tax recovery 462 1,153 Net loss for the period before taxes(4,891) (2,779) Attributable to:Shareholders of the Company (4,546) (2,586) Non-controlling interests (345) (193) Net loss for the period(4,891) (2,779) Other comprehensive incomeItems that will not be subsequently reclassified to net income or loss:Unrealized income on short-term investments 8 6 Unrealized gain on long-term investments 7 3,444 3,296 Deferred tax expense on long-term investments (465) (447) Items that may be reclassified subsequently to net income or loss:Foreign currency translation adjustments 2,125 (51) Total comprehensive income for the period221 25 Attributable to:Shareholders of the Company 522 216 Non-controlling interests 9 (301) (191) Total comprehensive income for the period221 25 Net loss per share, basic and diluted (0.02) (0.01) Weighted average number of shares outstanding, basic and diluted195,162,830 183,638,286 For the three months ended
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GoldMining Inc. Condensed Consolidated Interim Statements of Changes in Equity For the three months ended February 28, 2025 and February 29, 2024 (Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 3 Accumulated AttributableRetainedOtherto ShareholdersNon-Number of Issued Share IssuanceEarningsComprehensiveof theControllingNotes Shares Capital Reserves Obligation (Deficit) Income (Loss) Company Interests Total($)($)($)($)($)($)($)($)Balance at November 30, 2023183,258,060 176,584 13,493 - 20,176 (81,010) 129,243 3,170 132,413 Options exercised 8 2,500 3 (1) - - - 2 - 2 Restricted share rights vested 8 74,375 91 (91) - - - - - - At-the-Market offering:Common shares issued for cash 579,918 771 - - - - 771 - 771 Agents' fees and issuance costs- (19) - - - - (19) - (19) Share-based compensation 8 - - 1,159 77 - 1,236 16 1,252 Deferred tax benefits of share issuance costs - (10) - - - - (10) - (10) Other comprehensive income - - - - - 2,802 2,802 2 2,804 Net loss for the period - - - - (2,586) - (2,586) (193) (2,779) Balance at February 29, 2024183,914,853 177,420 14,560 - 17,667 (78,208) 131,439 2,995 134,434 Options exercised 268,689 998 (966) - - - 32 - 32 Restricted share rights vested 8 263,913 323 (414) 91 - - - - - US GoldMiningRestricted share rights vested - - - - (43) - (43) 43 - Warrants exercised - - - - 5 - 5 1 6 At-the-Market offering: Common shares issued for cash - - - - 511 - 511 145 656 Agents' fees and issuance costs- - - - (15) - (15) (4) (19) At-the-Market offering:Common shares issued for cash 10,293,402 12,343 - - - - 12,343 - 12,343 Agents' fees and issuance costs - (309) - - - - (309) - (309) Share-based compensation - - 870 - 142 - 1,012 34 1,046 Deferred tax benefits of share issuance costs - 10 - - - - 10 - 10 Other comprehensive loss - - - - - (8,523) (8,523) 53 (8,470) Net loss for the period - - - - (22,703) - (22,703) (1,865) (24,568) Balance at November 30, 2024194,740,857 190,785 14,050 91 (4,436) (86,731) 113,759 1,402 115,161 Restricted share rights vested 8 75,899 93 (205) 112 - - - - - US GoldMiningOptions exercised - - - - (2) - (2) 2 - At-the-Market offering: Common shares issued for cash 9 - - - - 142 - 142 39 181 Agents' fees and issuance costs 9 - - - - (4) - (4) (1) (5) At-the-Market offering:Common shares issued for cash 8 1,118,400 1,286 - - - - 1,286 - 1,286 Agents' fees and issuance costs 8 - (32) - - - - (32) - (32) Share-based compensation 8,9 - - 739 - 291 - 1,030 67 1,097 Other comprehensive income - - - - - 5,068 5,068 44 5,112 Net loss for the period - - - - (4,546) - (4,546) (345) (4,891) Balance at February 28, 2025195,935,156 192,132 14,584 203 (8,555) (81,663) 116,701 1,208 117,909
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GoldMining Inc. Condensed Consolidated Interim Statements of Cash Flows For the three months ended February 28, 2025 and February 29, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 4 February 28, February 29,2025 2024($)($)Operating activitiesNet loss for the period(4,891) (2,779) Adjustments for items not involving cash:Depreciation88 77 Accretion 9 9 Financing costs8 9 Share of loss on investment in joint venture5 68 Share-based compensation1,097 1,252 Unrealized loss on short-term investments- 10 Share of loss in associate232 401 Deferred income tax recovery(462) (1,153) Recovery on the receipt of mineral property option payments- (3,200) Net changes in non-cash working capital items:Other receivables(20) 80 Prepaid expenses and deposits(283) 312 Accounts payable and accrued liabilities369 (384) Incomes taxes payable(58) 1,785 Due to related parties(253) (213) Cash used in operating activities(4,159) (3,726) Investing activitiesInvestment in exploration and evaluation assets- (221) Purchase of securities- (190) Investment in joint venture- (107) Purchase of equipment- (3) Cash used in investing activities- (521) Financing activitiesNet proceeds from At-the-Market offering, net of issuance costs1,254 752 Net proceeds from US GoldMining At-the-Market offering, net of issuance costs176 - Proceeds from common shares issued upon exercise of options- 2 Payment of lease liabilities(30) (23) Cash generated from financing activities1,400 731 Effect of exchange rate changes on cash 111 (3) Net decrease in cash and cash equivalents and restricted cash(2,648) (3,519) Cash and cash equivalents and restricted cashBeginning of period12,002 21,707 End of period9,354 18,188 For the three months ended
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 5 1. Corporate Information GoldMining Inc. was incorporated under the Business Corporations Act (British Columbia) on September 9, 2009, and continued under the Canada Business Corporations Act (Canada) on December 6, 2016. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada and Peru. GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada. On April 24, 2023, the Company's majority owned, Nevada domiciled subsidiary, U.S. GoldMining Inc. ("U.S. GoldMining"), completed its initial public offering (the "Offering") (Note 9.1). U.S. GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares and warrants (the "U.S. GoldMining Shares" and "U.S. GoldMining Warrants") are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols "USGO" and "USGOW", respectively. 2. Basis of Preparation 2.1 Statement of Compliance These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in Note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2024 and 2023. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements. The Company's consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's consolidated financial statements and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), which is the Company's reporting currency, and all values are rounded to the nearest thousand except where otherwise indicated. The Company's condensed consolidated interim financial statements for the three months ended February 28, 2025 were authorised for issue by the Company's Board of Directors on April 11, 2025. 2.2 Significant Accounting Judgments and Estimates The preparation of these condensed consolidated interim financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 6 2.3 Changes in, and Initial Adoption of, Accounting Policies The Company adopted the following amendment to IFRS, which was effective for the accounting period beginning on or after December 1, 2024: Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) – The amendments to IAS 1, clarifies the presentation of liabilities. The classification of liabilities as current or noncurrent is based on contractual rights that are in existence at the end of the reporting period and is affected by expectations about whether an entity will exercise its right to defer settlement. A liability not due over the next twelve months is classified as non-current even if management intends or expects to settle the liability within twelve months. The amendment also introduces a definition of 'settlement' to make clear that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendment issued in October 2022 also clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. Covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. This amendment did not have a material impact on the Company's condensed consolidated interim financial statements. The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company: Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements. IFRS 18 – Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 7 3. Cash and Cash Equivalents and Restricted Cash Restricted cash in the amount of $124 (November 30, 2024: $122) relates to term deposits held by the bank as security for corporate financial purposes. 4. Exploration and Evaluation Assets Exploration and evaluation assets on a project basis are as follows: February 28 November 30,2025 2024($) ($)Cash and cash equivalents consist of:Cash at bank and on hand 1,827 2,999Term deposits 7,403 8,881Total 9,230 11,880February 28, February 29.2025 2024($) ($)Balance at the beginning of peiod 56,547 56,815 Mineral property option payment- 221 56,547 57,036 Change in reclamation estimate (8) (1) Foreign currency translation adjustments 1,767 (62) Balance at the end of period 58,306 56,973 For the three months endedFebruary 28, November 30,2025 2024($) ($)La Mina 16,242 15,731 Titiribi 12,968 12,560 Crucero 7,712 7,470 Yellowknife 7,139 7,143 Cachoeira 5,787 5,521 São Jorge 4,876 4,652 Yarumalito 1,788 1,736 Whistler 1,142 1,110 Surubim 238 227 Batistão 219 210 Montes Áureos and Trinta 167 159 Rea 28 28 Total 58,306 56,547
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 8 Almaden On June 13, 2022, the Company and its subsidiary entered into an option agreement (the "Option Agreement") with NevGold Corp. ("NevGold") and a subsidiary of NevGold, pursuant to which, among other things, it agreed to grant an option to acquire 100% of the Company's Almaden Project (now named Nutmeg Mountain) to a subsidiary of NevGold. Pursuant to the terms thereof, on July 4, 2022 (the "Option Agreement Closing Date"), the Company closed the grant of the option to NevGold's subsidiary for 4,444,444 common shares of NevGold ("NevGold Shares") with a fair value of $2,489. To exercise the option, NevGold was required to make additional payments totaling $6,000 to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments were satisfied by NevGold by issuing NevGold Shares. On January 18, 2024, pursuant to the Option Agreement, the Company received 10,000,000 common shares of NevGold with a fair value of $3,200. As a result, the Company completed the sale of the Almaden Project to a subsidiary of NevGold. The fair value of shares received pursuant to the Option Agreement were taxable in fiscal 2024. As at February 28, 2025, current income taxes payable related to the sale of the Almaden Project are $1,934. In addition to the option payments made, NevGold is required to make success-based contingent payments totaling up to $7,500 to GoldMining, payable in cash or shares at the election of NevGold based on the following: o $500 on completion of a positive Preliminary Economic Assessment o $2,500 on completion of a positive Preliminary Feasibility Study o $4,500 on completion of a positive Feasibility Study Exploration Expenses Exploration expenditures on a project basis for the periods indicated are as follows: February 28, February 29,2025 2024($) ($)São Jorge 156 123 Whistler 144 336 Titiribi 109 70 La Mina 43 33 Yarumalito 26 133 Yellowknife 22 2 Rea 20 9 Cachoeira 10 6 Crucero 1 3 Total 531 715 For the three months ended
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 9 5. Land, Property and Equipment 6. Investment in Associate Effective from July 13, 2023, the Company has concluded it exercises significant influence over NevGold and accounts for its investment in NevGold using the equity method. During the year ended November 30, 2024, the Company acquired 10,000,000 common shares of NevGold (Note 4). As of February 28, 2025, the Company held 26,670,250 shares of NevGold, representing a 28.3% ownership interest with a fair value of approximately $8.0 million. The following outlines the movement in investment in associate during the three months ended February 28, 2025, and the year ended November 30, 2024: The equity accounting for NevGold is based on its published results to September 30, 2024, and an estimate of results for the period of October 1, 2024 to February 28, 2025. The following summary of the Condensed Consolidated Interim Statements of Financial Position of NevGold at September 30, 2024 on a 100% basis, adjusted for differences in the accounting policy between the Company and the Right-of-Use AssetsBuildings and Office (Office and) ExplorationLandCamp StructuresEquipmentwarehouse space)EquipmentVehiclesTotal ($) ($) ($) ($) ($) ($) ($)CostBalance at November 30, 2023 1,072 2,356 212 548 316 452 4,956 Additions - - 12 63 75 156 306 Disposition - - - (162) - - (162) Impact of foreign currency translation 35 77 (7) 2 7 15 129 Balance at November 30, 2024 1,107 2,433 217 451 398 623 5,229 Impact of foreign currency translation 36 79 4 - 13 20 152 Balance at February 28, 2025 1,143 2,512 221 451 411 643 5,381 Accumulated DepreciationBalance at November 30, 2023 - 760 199 145 246 373 1,723 Depreciation - 157 14 99 22 39 331 Disposition - - - (162) - - (162) Impact of foreign currency translation - 30 (7) 1 3 10 37 Balance at November 30, 2024 - 947 206 83 271 422 1,929 Depreciation - 41 2 22 8 15 88 Impact of foreign currency translation - 28 4 - 9 14 55 Balance at February 28, 2025 - 1,016 212 105 288 451 2,072 Net Book ValueAt November 30, 2024 1,107 1,486 11 368 127 201 3,300 At February 28, 2025 1,143 1,496 9 346 123 192 3,309 Balance at November 30, 2023 6,297$ Addition pursuant to Option Agreement - January 18, 2024 2,260 Share of loss in NevGold (1,767) Share of OCI in NevGold 131 Gain on dilution of ownership interest in NevGold 309 Balance at November 30, 2024 7,230$ Share of loss in NevGold (232) Share of OCI in NevGold 126 Balance at February 28, 2025 7,124$
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 10 associate was: current assets of $2,453, non-current assets of $15,669, total assets of $18,122, current liabilities of $1,741, non-current liabilities of $3,446 and net assets of $12,935. The following is a summary of the Condensed Consolidated Interim Statement of loss and comprehensive loss of NevGold for the nine months ended September 30, 2024 on a 100% basis, adjusted for differences in the accounting policy between the Company and the associate was: operating loss of $3,261, accretion of $53, business development of $435, consulting fees and salaries of $410, depreciation of $51, occupancy, administrative, and general expenses of $136, transfer agent and listing fees of $72, professional fees of $149, financing charges of $18, interest income of $6, net loss attributable to non-controlling interest of $174, net loss of $3,273, and comprehensive loss of $3,037. The Company's equity share of NevGold's estimated net loss for the three months ended February 28, 2025 was $232 (three months ended February 29, 2024: $671 or $401, net of a $270 gain on dilution of ownership interest in NevGold). 7. Long-term Investments As of February 28, 2025, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC"), measured at fair value through other comprehensive income ("FVTOCI"). Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in long-term investments measured at FVTOCI. During the year ended November 30, 2024, the Company acquired 100,000 GRC common shares for $190 including transaction costs, through open market purchases over the facilities of the NYSE. The following tables outline the movement of the Company's long-term investments during the three months ended February 28, 2025, and the year ended November 30, 2024: (1) As of February 28, 2025 and November 30, 2024. As at November 30, As at February 28,20242025Number of shares(1)Fair value($)Additions($)Unrealized Gains (Losses) (FVTOCI)($)Fair Value($)Investment in GRC 21,533,125 38,906 - 3,444 42,350 As at November 30, As at November 30,20232024Number of shares(1)Fair value($)Additions($)Unrealized Gains (Losses) (FVTOCI)($)Fair Value($)Investment in GRC 21,533,125 45,052 190 (6,336) 38,906
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 11 8. Share Capital 8.1 Authorized The authorized share capital of the Company is comprised of an unlimited number of common shares without par value. At-the-Market Equity Program On November 24, 2023, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "2023 ATM Program") which replaced the previous ATM program which expired on November 27, 2023 in accordance with its terms. Pursuant to the 2023 ATM Program, the Company could distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") under the 2023 ATM Program. The ATM Shares sold under the 2023 ATM Program were sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares were made pursuant to the terms of an equity distribution agreement dated November 24, 2023. Unless earlier terminated by the Company or the agents as permitted therein, the 2023 ATM Program was to terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2023 ATM Program reached the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 31, 2024. On December 20, 2024, the Company entered into a new ATM Program (the "2024 ATM Program") which replaced the 2023 ATM program which expired on December 31, 2024 in accordance with its terms. Pursuant to the 2024 ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of ATM Shares. The ATM Shares sold under the 2024 ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Sales of ATM Shares will be made pursuant to the terms of an equity distribution agreement dated December 20, 2024. Unless earlier terminated by the Company or the agents as permitted therein, the 2024 ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the 2024 ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) December 24, 2025. During the three months ended February 28, 2025, the Company issued 1,118,400 common shares under the 2024 ATM Program for gross proceeds of $1,286, with aggregate commissions paid to agents of $32.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 12 8.2 Reserves 8.3 Share Options The Company's share option plan (the "Option Plan") was approved by the Board of Directors of the Company (the "Board") on January 28, 2011, and amended and restated on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022. The Option Plan, as amended and restated, was affirmed, ratified and approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 19, 2022. The following outlines movements of the Company's Options: Number of Options Weighted Average Exercise Price ($) Balance at November 30, 2023 14,945,195 1.60 Granted 290,000 1.21 Exercised(1) (2,500) 0.78 Expired (50,000) 0.95 Balance at February 29, 2024 15,182,695 1.59 Granted 2,473,234 1.19 Exercised (2,027,000) 1.05 Expired (147,500) 1.05 Balance at November 30, 2024 15,481,429 1.61 Cancelled (150,000) 2.03 Forfeited (12,500) 1.09 Balance at February 28, 2025 15,318,929 1.60 (1) During the three months ended February 29, 2024, the Company issued 2,500 common shares at a weighted average trading price of $1.28. Restricted Share Rights($)Share Options($)Warrants ($)Total($)Balance at November 30, 2023 - 9,952 3,541 13,493 Options exercised - (1) - (1) Restricted share rights vested (91) - - (91) Share-based compensation 231 928 - 1,159 Balance at February 29, 2024 140 10,879 3,541 14,560 Options exercised - (966) - (966) Restricted share rights vested (414) - - (414) Share-based compensation 292 578 - 870 Balance at November 30, 2024 18 10,491 3,541 14,050 Restricted share rights vested (205) - - (205) Share-based compensation 463 276 - 739 Balance at February 28, 2025 276 10,767 3,541 14,584
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 13 The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Three months ended February 28, 2025 Three months ended February 29, 2024 Risk-free interest rate - 3.90% Expected life (years) - 2.88 Expected volatility - 51.18% Expected dividend yield - 0.00% Estimated forfeiture rate - 0.30% A summary of Options outstanding and exercisable as of February 28, 2025, are as follows: Options Outstanding Options Exercisable Exercise Prices Number of Options Outstanding Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (years) Number of Options Exercisable Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (years) $1.09 - $1.18 3,625,000 1.09 3.66 2,731,250 1.09 3.65 $1.19 - $1.57 2,988,234 1.22 4.44 1,081,617 1.26 3.97 $1.58 - $1.60 4,028,000 1.60 2.74 4,028,000 1.60 2.74 $1.61 - $1.83 2,443,750 1.83 1.70 2,443,750 1.83 1.70 $1.84 - $3.38 2,233,945 2.70 0.84 2,233,945 2.70 0.84 15,318,929 1.60 2.84 12,518,562 1.70 2.50 The amount of share-based compensation expense recognized for Options during the three months ended February 28, 2025, was $276 (three months ended February 29, 2024: $928), using the Black-Scholes option pricing model. 8.4 Restricted Share Rights The Company's restricted share plan (the "RSP") was approved by the Board of Directors of the Company (the "Board") on November 27, 2018. Pursuant to the terms of the RSP, the Board may designate directors, senior officers, employees and consultants of the Company, eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSP was approved by the Company's shareholders in accordance with its term at the Company's annual general meeting held on May 25, 2019. The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of common shares from treasury.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 14 The following outlines movements of the Company's RSRs: Number of RSRs Weighted Average Value ($) Balance at November 30, 2023 366,530 1.23 Vested (74,375) 1.23 Balance as at February 29, 2024 292,155 1.23 Granted 811,298 1.19 Vested (338,288) 1.23 Balance as at November 30, 2024 765,165 1.19 Vested(1) (172,049) 1.19 Balance at February 28, 2025 593,116 1.19 (1) GoldMining Shares pertaining to 89,275 RSRs which vested during the three months ended February 28, 2025 were issued on March 3, 2025. Additionally, GoldMining Shares pertaining to 81,250 RSRs which vested during the three months ended February 28, 2025 have yet to be issued as at April 11, 2025. The amount of share-based compensation expense recognized for RSRs during the three months ended February 28, 2025 was $463 (three months ended February 29, 2024: $231). 9. Non-Controlling Interests 9.1 U.S. GoldMining equity transactions As at February 28, 2025 GoldMining held 9,878,261 U.S. GoldMining Shares, or approximately 79.3% of U.S. GoldMining's outstanding common shares, and 122,490 U.S. GoldMining Warrants and has common management of GoldMining. The Company concluded that subsequent to U.S. GoldMining's Offering, it has control over U.S. GoldMining and as a result, continues to consolidate the entity. U.S. GoldMining's earnings and losses are included in GoldMining's consolidated statements of comprehensive income (loss), with net loss and comprehensive loss attributable to U.S. GoldMining separately disclosed as being attributable to Non-Controlling Interests ("NCI"). The NCI in U.S. GoldMining's net assets is reflected in the consolidated statements of financial position and the consolidated statements of changes in equity. The NCI in these consolidated financial statements of $1,208 as at February 28, 2025 solely relates to U.S. GoldMining.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 15 The following table shows the assets and liabilities of U.S. GoldMining: Refer to segmented information Note 12 for a breakdown of U.S. GoldMining's net loss. The following table summarizes U.S. GoldMining's cash flow activities during the three months ended February 28, 2025 and February 29, 2024: U.S. GoldMining At-the-Market Equity Program On May 15, 2024, U.S. GoldMining entered into an At-the-Market Offering Agreement with a syndicate of agents for an ATM facility (the "U.S. GoldMining ATM Program"). Pursuant to the U.S. GoldMining ATM Program, U.S. GoldMining may sell up to US$5.5 million of U.S. GoldMining Shares from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share sold under the U.S. GoldMining ATM Program will be payable to the agents in connection with any such sales. The securities that may be offered under the U.S. GoldMining ATM Program have not been and will not be qualified by a prospectus for the offer or sale to the public in Canada under applicable Canadian securities laws. February 28,2025($)Assets Cash and cash equivalents 4,488 Restricted cash 124 Prepaid expenses and deposits 195 Other receivables 23 Other assets 50 Land, property and equipment 1,545 Exploration and evaluation assets 81 6,506 Liabilities Accounts payable and accrued liabilities 365 Withholdings taxes payable 262 Rehabilitation provisions 461 Lease liability 152 1,240 For the three months ended For the three months endedFebruary 28, February 29,2025 2024($) ($)Cash used in operating activities(1,387) (555) Cash used in investing activities- (3) Cash generated from financing activities161 32 Effect of exchange rate changes on cash172 11 Net decrease in cash and cash equivalents and restricted cash(1,054) (515) Cash and cash equivalents and restricted cashBeginning of period5,666 15,579 End of period4,612 15,064
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 16 During the three months ended February 28, 2025, U.S. GoldMining sold 9,877 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $181 (US$0.13 million). As a result, the Company recorded a dilution gain in equity of $142, or $138 net of agents' fees and issuance costs. 9.2 U.S. GoldMining Stock Options On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards. The following outlines the movements in U.S. GoldMining's stock options: Number of Options Weighted Average Exercise Price (US$) Balance at November 30, 2023 82,500 10.00 Granted 99,050 10.00 Balance at February 29, 2024 181,550 10.00 Granted 7,000 10.00 Forfeited (3,000) 10.00 Balance at November 30, 2024 185,550 10.00 Granted 140,500 10.00 Exercised(1) (20,000) 10.00 Forfeited (2,500) 10.00 Balance at February 28, 2025 303,550(2) 10.00 (1) 3,826 U.S. GoldMining Shares were issued pursuant to the exercise of 20,000 U.S. GoldMining stock options on a net exercise basis. (2) As at February 28, 2025, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 4.18 years. The fair value of U.S. GoldMining stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Three months ended February 28, 2025 Three months ended February 29, 2024 Risk-free interest rate 4.32% 4.50% Expected life (years) 3.00 3.00 Expected volatility(1) 55.45% 54.93% Expected dividend yield 0.00% 0.00% Estimated forfeiture rate 0.00% 0.00% (1) As there is limited trading history of U.S. GoldMining's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector U.S. GoldMining operates over a period similar to the expected life of the stock options. During the three months ended February 28, 2025, U.S. GoldMining recognized share-based compensation expense of $291 (three months ended February 29, 2024: $87) for stock options granted.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 17 9.3 U.S. GoldMining Restricted Shares On September 23, 2022, U.S. GoldMining granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted Shares") of common stock to certain of U.S. GoldMining's and GoldMining's executive officers, directors and consultants, the terms of which were amended on May 4, 2023. The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to U.S. GoldMining without the requirement of any further consideration. During the year ended November 30, 2024, performance conditions were met for 95,250 Restricted Shares which were released. As at February 28, 2025, 254,000 Restricted Shares remain outstanding, subject to certain performance conditions. During the three months ended February 28, 2025, U.S. GoldMining recognized a recovery of share-based compensation expense of $4 (three months ended February 29, 2024: share-based compensation expense of $6), related to U.S. GoldMining's Restricted Shares. 9.4 U.S. GoldMining Restricted Share Units In December 2024, U.S. GoldMining granted 15,050 restricted share units ("RSUs") to certain officers, directors, and employees at a weighted average fair value of US$8.32. The RSUs vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense was calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock at the date of the grant. The compensation expense is recognized over the vesting period of the RSUs. Share-based compensation of $71 (US$0.05 million) was recognized for the three months ended February 28, 2025, related to U.S. GoldMining's RSUs. The following outlines the movements in U.S. GoldMining's RSUs: Number of RSUs Weighted Average Value (US$) Balance as at November 30, 2024 - - Granted 15,050 8.32 Balance at February 28, 2025 15,050 8.32 9.5 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 February 29, 2024 and November 30, 2023 1,741,292 13.00 Exercised (300) 13.00 Balance at February 28, 2025 and November 30, 2024 1,740,992 13.00 As at February 28, 2025, outstanding U.S. GoldMining common stock purchase warrants have a weighted average remaining contractual life of 1.15 years.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 18 10. Financial Instruments The Company's financial assets include cash and cash equivalents, restricted cash, other receivables, short-term investment, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments: ● Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly. ● Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term investments and long-term investments in common shares of equity securities are measured at fair value on a recurring basis and classified as Level 1 within the fair value hierarchy. The fair value of short-term and long-term investments is based on the quoted market price of the short-term and long-term investments. 10.1 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. 10.2 Currency Risk The Company's operating expenses and acquisition costs are denominated in United States dollars, the Brazilian Real, the Colombian Peso and Canadian dollars. The exposure to exchange rate fluctuations arises mainly on foreign currencies against the Company and its subsidiaries functional currencies. The Company has not entered into any derivative instruments to manage foreign exchange fluctuations, however, management monitors foreign exchange exposure. The Canadian dollar equivalents of the Company's foreign currency denominated monetary assets are as follows: The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $441. The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at February 28, 2025 would have an impact, net of tax, of approximately $3,663 on other comprehensive income for the three months ended February 28, 2025. The impact of a Canadian dollar change of 10% against the United States dollar As at February 28, As at November 30,2025 2024($) ($)AssetsUnited States Dollar 46,936 46,417Brazilian Real 45 27Colombian Peso 208 428Total 47,189 46,872
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 19 on the Company's other financial instruments based on balances at February 28, 2025 would have an impact of $415 on net loss for the three months ended February 28, 2025. 10.3 Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in interest rates. The Company's exposure to interest rate risk is limited as it has no long-term debt. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and cash equivalents, restricted cash and term deposits, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents and restricted cash are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations. 10.4 Credit Risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances. The Company mitigates credit risk associated with its bank balances by holding cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. Substantially all of our cash and cash equivalents held with financial institutions exceeds government insured limits. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors its financial institutions. 10.5 Liquidity Risk Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at February 28, 2025, the Company has working capital (current assets less current liabilities) of $6,674. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and withholding taxes payable are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents and restricted cash of $4,612 and other assets of $1,894 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 9.1). The Company has current cash and cash equivalent balances, access to its 2024 ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. As of February 28, 2025, the Company owns 9,878,261 shares and 122,490 warrants of NASDAQ listed U.S. GoldMining, 21,533,125 shares of NYSE listed Gold Royalty Corp. and 26,670,250 shares of NevGold with the following fair values: Equity Holdings Fair Value U.S. GoldMining $148.5 million (US$102.7 million) (1) Gold Royalty Corp. $42.4 million (US$29.3 million) NevGold $8.0 million (1) Includes fair value of 0.12 million warrants held by the Company GoldMining believes that its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC and NevGold shares and access to its 2024 ATM Program will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 20 10.6 Equity Price Risk The Company is exposed to equity price risk as a result of holding its long-term investments. The Company does not actively trade its long-term investments. The equity prices of its long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at February 28, 2025, a 10% change in the equity prices of its long-term investments would have an impact, net of tax, of approximately $3,663 on other comprehensive income for the three months ended February 28, 2025. 11. Related Party Transactions 11.1 Related Party Transactions Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows: ● During the three months ended February 28, 2025, the Company incurred $4 (three months ended February 29, 2024: $138) in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of one of the Company's Co-Chairmen. Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2025, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein. 11.2 Transactions with Key Management Personnel Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three months ended February 28, 2025: As at February 28, 2025, $21 was payable to key management personnel for services provided to the Company (November 30, 2024: $274). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer. 12. Segmented Information The Company conducts its business in the acquisition, exploration and development of mineral properties as two operating segments, with U.S. GoldMining being one distinct operating segment, and all other subsidiaries, or "Others" being the second operating segment. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru. The Company's total non-current assets, total liabilities and operating loss by geographical location are detailed below: February 28,February 29,20252024($)($)Management fees 48 48 Director and officer fees 117 120 Share-based compensation 524 698 Total689 866 For the three months ended
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 21 The Company's total assets, liabilities, operating loss and net loss for its two operating segments, U.S. GoldMining and others are detailed below: (1) Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc. (2) Others consists of GoldMining Inc. and all of its subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada. As at February 28, As at November 30,2025 2024($) ($) Canada 57,619 54,308 Colombia 32,426 31,414 Brazil 12,507 11,936 Peru 7,712 7,470 United States 2,538 2,517 Total 112,802 107,645 Total non-current assetsFebruary 28, 2025 February 29, 2024($) ($) Canada3,401 3,936 United States 1,525 (2,280) Colombia 356 385 Brazil 283 326 Peru 20 7 Total 5,585 2,374 Total operating loss (income)For the three months endedAs at February 28, As at November 30, As at February 28, As at November 30,2025 2024 2025 2024($) ($) ($) ($) U.S. GoldMining(1)7,573 8,707 1,239 1,319 Others(2)116,209 112,254 4,634 4,481 Total 123,782 120,961 5,873 5,800 Total assetsTotal liabilities
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 22 (1) Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc. (2) Others consists of GoldMining Inc. and all of its subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada. 13. Commitments Boa Vista Joint Venture Project The Company holds an 84.05% interest in Boa Vista Gold Inc. ("BVG"), a corporation formed under the laws of British Virgin Islands, which holds the rights to the Boa Vista Gold Project (the "Boa Vista Project") located in Pará State, Brazil. Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and a further 1.5% net smelter return royalty is payable by BVG to Majestic if Majestic's holding in BVG drops below 10%. Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3,620,000 in September 2018 to the counterparty thereunder. This was subsequently amended, whereby GT paid R$220,000 ($61) in December 2023 to maintain the option to acquire 100% of the Boa Vista Project mineral rights. The due date to pay the remaining balance of R$3,000,000 ($737) (the "Final Payment") was June 30, 2024. GT can now extend the option to make the Final Payment for an additional year on an annual basis by paying a fixed rate of 7% of the remaining balance on or before June 30 of each year. In June 2024, GT extended the option to make the Final Payment to June 30, 2025 by making a payment of R$210,000 ($52). In addition, GT must make a bonus payment of US$1,500,000 if GT defines NI 43-101 compliant proven and probable gold reserves in excess of three million gold ounces, with the payment payable within 30 days of the commencement of mine production in accordance with its terms. U.S. GoldMining(1)Others(2)TotalU.S. GoldMining(1)Others(2)Total($) ($) ($) ($) ($) ($)ExpensesConsulting fees10 58 68 3 117 120 Depreciation64 24 88 39 38 77 Directors' fees, employee salaries and benefits168 427 595 116 405 521 Exploration expenses144 387 531 336 379 715 General and administrative922 1,096 2,018 443 1,493 1,936 Professional fees189 762 951 230 254 484 Share-based compensation358 739 1,097 93 1,159 1,252 Share of loss on investment in associate- 232 232 - 401 401 Share of loss on investment in joint venture- 5 5 - 68 68 Recovery on the receipt of mineral property option payments- - - - (3,200) (3,200) 1,855 3,730 5,585 1,260 1,114 2,374 Operating loss(1,855) (3,730) (5,585) (1,260) (1,114) (2,374) Other itemsUnrealized loss on long-term investments- - - - (10) (10) Interest income51 35 86 197 35 232 Other income (loss)(5) (2) (7) (4) 10 6 Financing costs(4) (4) (8) (5) (4) (9) Net foreign exchange gain (loss)(1) 45 44 - (9) (9) Net loss for the period before taxes(1,814) (3,656) (5,470) (1,072) (1,092) (2,164) Current income tax recovery (expense)(5) 122 117 - (1,768) (1,768) Deferred income tax recovery - 462 462 - 1,153 1,153 Net loss for the period before taxes(1,819) (3,072) (4,891) (1,072) (1,707) (2,779) For the three months ended February 28, 2025 For the three months ended February 29, 2024
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 23 Surubim Project Altoro Agreement– Surubim Property Pursuant to an option agreement between the Company's subsidiary and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, the Company's subsidiary was granted the option to acquire certain exploration licenses for aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon the National Mining Agency (Agência Nacional de Mineração or ANM) granting a mining concession over certain exploration concessions. La Mina Project The La Mina Gold-Copper Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into a single concession. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022. In addition, pursuant to an option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020, September 27, 2022, May 10, 2024 and September 13, 2024, the Company's subsidiary can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before October 15, 2025. The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at February 28, 2025, including payments due for each of the next five years and thereafter. Amount ($) Due within 1 year 158 1 – 3 years 178 3 – 5 years 52 More than 5 years - Total 388(1) (1) Includes $15 related to low value assets, $55 related to short-term leases and $318 related to non-lease components of leases on the date of initial application. The Company's commitments related to long-term leases at the date of initial application, that do not relate to low value assets or non-lease components of operating leases, are disclosed as lease liabilities. 14. Subsequent Events Subsequent to February 28, 2025, the Company issued 90,801 GoldMining Shares pertaining to 90,801 RSRs which had vested.