Financial statements
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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)
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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) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 1 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 As at August 31, As at November 30,Notes 2026 2025 (revised-note 3)($) ($)AssetsCurrent assetsCash and cash equivalents 4 16,675 24,937 Restricted cash - 60 Restricted deposits 5 1,311 - Income taxes receivable 56 158 Prepaid expenses and deposits 970 555 Short-term investments 6 30,256 1,383 Other assets 185 491 49,453 27,584 Non-current assetsReclamation deposits - 494 Exploration and evaluation assets 7 57,875 57,998 Land, property and equipment 8 3,356 2,953 Investment in joint venture 455 629 Long-term investments 9 99,315 148,303 210,454 237,961 LiabilitiesCurrent liabilitiesAccounts payable and accrued liabilities 2,683 2,171 Due to joint venture 28 29 Due to related parties 14 27 268 Lease liabilities 107 100 Income taxes payable - 89 Withholding taxes payable - 253 Derivative liabilities 12 - 1,598 2,845 4,508 Non-current liabilitiesLease liabilities 118 199 Rehabilitation provisions 1,319 1,327 Deferred tax liability 4,164 3,926 8,446 9,960 EquityIssued capital 10 226,576 214,387 Reserves 10 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 11 1,987 2,421 202,008 228,001 210,454 237,961
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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) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 2 Notes 20262025 (revised-note 3)20262025 (revised-note 3)($) ($) ($) ($)Operating expensesConsulting fees 119 187 358 370 Depreciation 8 114 85 297 260 Directors' fees, employee salaries and benefits 14 898 617 2,572 1,794 Exploration ex penses 7 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 1 45 7 51 14,851 7,598 30,012 17,500 Operating loss(14,851) (7,598) (30,012) (17,500) Other itemsInterest income 115 35 509 174 Flow-through recovery - 49 - 49 Gain on share sales of investment in associate - 108 - 149 Gain on remeasurement of investment in NevGold - 337 - 337 Gain on revaluation of derivative liabilities 12 - 355 1,342 3,248 Other ex penses (9) (46) (43) (103) Net foreign ex change gain 268 25 - 79 Net loss for the period before taxes(14,477) (6,735) (28,204) (13,567) Current income tax ex pense (35) (107) (37) (25) Deferred income tax recovery (ex pense) 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 comprehensiv e income (loss)Items not subsequently reclassified to net income or loss:Unrealized gain (loss) on short-term investments 6 (29,783) 25 4,197 36 Unrealized gain (loss) on long-term investments 9 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) - (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 11 (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 diluted214,899,324 199,261,103 213,618,843 196,848,393 For the three months For the nine months endedended August 31, August 31,
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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) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 3 Accumulated AttributableOther to Shareholders Non-Number of Issued Share IssuanceAccumulated Comprehensiveof theControllingNotes Shares Capital Reserves Obligation Deficit Income (Loss) Company Interests Total($) ($) ($) ($) ($) ($) ($) ($)Balance at November 30, 2024 (revised- note 3)194,740,857 190,785 14,050 91 (8,382) (86,930) 109,614 432 110,046 Restricted share rights vested 10 356,265 427 (700) 273 - - - - - US GoldMining - - Options exercised - - - - (2) - (2) 2 - Restricted share rights vested - - - - (2) - (2) 2 - At-the-Market offering: Common shares issued for cash - - - - 2,848 - 2,848 809 3,657 Agents' fees and issuance costs - - - - (82) - (82) (21) (103) At-the-Market offering:Common shares issued for cash 10 4,755,273 5,086 - - - - 5,086 - 5,086 Agents' fees and issuance costs 10 - (127) - - - - (127) - (127) Common shares issued in flow-through share financing 373,135 399 - - - - 399 - 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) 53 - - - Other comprehensive income (loss) - - - - - 59,514 59,514 (22) 59,492 Net loss for the period - - - - (3,873) - (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 10 656,751 956 (512) - - - 444 - 444 Restricted share rights vested 10 88,179 128 (262) 134 - - - - - US GoldMiningOptions exercised - - - - (1) - (1) 1 - Restricted share rights vested - - - - (1) - (1) 1 - At-the-Market offering: Common shares issued for cash - - - - 7,087 - 7,087 2,377 9,464 Agents' fees and issuance costs - - - - (188) - (188) (60) (248) At-the-Market offering:Common shares issued for cash 10 8,278,220 16,233 - - - - 16,233 - 16,233 Agents' fees and issuance costs 10 - (406) - - - - (406) - (406) Share-based compensation 10,11 - - 689 - 67 - 756 21 777 Deferred tax benefits of share issuance costs - 906 - - - - 906 - 906 Other comprehensive income - - - - - 31,990 31,990 18 32,008 Net loss for the period - - - - (6,674) - (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 10 215,364 446 (176) - - - 270 - 270 Restricted share rights vested 10 423,862 676 (711) (498) - - (533) - (533) US GoldMiningWarrants exercised, net of financing fees - - - - (221) - (221) 551 330 Restricted share rights vested - - - - (52) - (52) 52 - At-the-Market offering: Common shares issued for cash 11 - - - - 1,533 - 1,533 644 2,177 Agents' fees and issuance costs 11 - - - - (46) - (46) (16) (62) Registered direct offering 11 - - - - 3,823 3,823 1,710 5,533 At-the-Market offering:Common shares issued for cash 10 5,596,183 11,351 - - - - 11,351 - 11,351 Agents' fees and issuance costs 10 - (284) - - - - (284) - (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 (99) - - - Other comprehensive loss - - - - - (18,043) (18,043) (15) (18,058) Net loss for the period - - - - (26,762) - (26,762) (3,913) (30,675) Balance at August 31, 2026215,484,089 226,576 15,674 - (28,714) (13,515) 200,021 1,987 202,008
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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) The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 4 20262025 (revised-note 3)($) ($)Operating activitiesNet loss for the period(30,675) (4,362) Adjustments for non-cash items:Depreciation297 260 Share-based compensation3,958 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) Others57 (48) Net changes in non-cash working capital items:Other assets54 31 Incomes taxes receivable176 - Prepaid expenses and deposits(415) (469) Accounts payable and accrued liabilities513 (140) Incomes taxes payable(89) (929) Due to related parties(241) (253) Cash used in operating activities(25,273) (16,239) Investing activitiesNet 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 55 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 activitiesNet proceeds from At-the-Market offering, net of issuance costs11,067 4,959 Net proceeds from US GoldMining At-the-Market offering, net of issuance costs2,115 3,554 Proceeds from flow-through share issuance- 500 Proceeds from US GoldMining warrant exercises, net of issuance costs103 - Proceeds from common shares issued upon exercise of options270 - Proceeds from US GoldMining registered direct offering5,533 - Cash paid for withholding taxes on restricted share rights vested(533) - Payment of lease liabilities(91) (89) Cash generated from financing activities18,464 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 cashBeginning of period24,997 12,002 End of period16,675 6,521 Supplemental cash flow disclosure:Cash (received) paid for income taxes (49) 992 For the nine months endedAugust 31,
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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) 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 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". 2. Basis of Preparation 2.1 Statement of Compliance These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in Note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2025 and 2024. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements. The Company's consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's consolidated financial statements and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), which is the Company's reporting currency, and all values are rounded to the nearest thousand except where otherwise indicated. The Company's condensed consolidated interim financial statements for the three 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.
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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) 6 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. 3. 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
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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) 7 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. 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 August 31, 2025 2024(as reported)Adjustments2024(as revised)LiabilitiesDerivative liabilities- 5,115 5,115 Current liabilities 4,235 5,115 9,350 Total liabilities5,800 5,115 10,915 EquityAccumulated deficit(4,436) (3,946) (8,382) Accumulated other comprehensive income(86,731) (199) (86,930) Total equity attributable to shareholders of the Company113,759 (4,145) 109,614 Non-controlling interests1,402 (970) 432 Total equity115,161 (5,115) 110,046 As at November 30,2025(as reported)Adjustments2025(as revised)LiabilitiesDerivative liabilities- 1,872 1,872 Current liabilities 2,954 1,872 4,826 Total liabilities4,473 1,872 6,345 EquityAccumulated deficit(7,731) (1,277) (9,008) Accumulated other comprehensive income(27,159) (204) (27,363) Total equity attributable to shareholders of the Company176,915 (1,481) 175,434 Non-controlling interests1,234 (391) 843 Total equity178,149 (1,872) 176,277 As at August 31,
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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) 8 As at November 30, 2025 Consolidated statements of comprehensive income (loss) – Revised For the three months ended August 31, 2025 2025(as reported)Adjustments2025(as revised)LiabilitiesDerivative liabilities- 1,598 1,598 Current liabilities 2,910 1,598 4,508 Total liabilities8,362 1,598 9,960 EquityAccumulated deficit(7,703) (1,015) (8,718) Accumulated other comprehensive income4,825 (198) 4,627 Total equity attributable to shareholders of the Company226,793 (1,213) 225,580 Non-controlling interests2,806 (385) 2,421 Total equity229,599 (1,598) 228,001 As at November 30,2025(as reported)Adjustments2025(as revised)Other itemsGain on revaluation of derivative liabilities - 355 355 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) 41 (434) Net income (loss) for the period(103) 355 252 Other comprehensiv e income (loss)Items that may be reclassified subsequently to net income or loss:Foreign currency translation adjustments 549 1 550 Total comprehensive income for the period46,331 356 46,687 Attributable to:Shareholders of the Company 46,810 315 47,125 Non-controlling interests (479) 41 (438) Total comprehensive income for the period46,331 356 46,687 August 31For the three months ended
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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) 9 For the nine months ended August 31, 2025 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. 2025(as reported)Adjustments2025(as revised)Other itemsGain on revaluation of derivative liabilities - 3,248 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 comprehensiv e income for the period51,887 3,243 55,130 Attributable to:Shareholders of the Company 52,977 2,664 55,641 Non-controlling interests (1,090) 579 (511) Total comprehensiv e income for the period51,887 3,243 55,130 Net loss per share, basic and diluted (0.03) 0.01 (0.02) For the nine months endedAugust 31 2025(as reported)Adjustments2025(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) (3,248) Cash used in operating activities(7,610) - (7,610) For the nine months endedAugust 31
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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 4. Cash and Cash Equivalents 5. Restricted deposits 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. 6. 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 $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project. The following tables outline the movement of the Company's short-term investments during the nine months ended August 31, 2026, and year ended November 30, 2025: August 31, November 30,2026 2025($) ($)Cash and cash equiv alents consist of:Cash at bank and on hand 10,063 4,396Term deposits 6,612 20,541Total 16,675 24,937August 31, November 30,2026 2025($) ($)Restricted deposits consists of:Guaranteed investment certificate 1,250 -Term deposits held as security for corporate credit cards 61 -Total 1,311 -
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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) 11 (1) On February 28, 2026, the Company's investment in NevGold with a fair value of $24,795 (Note 9) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027. 7. Exploration and Evaluation Assets As at August 31, As at November 30, As at August 31,2026 2025 2026Number of sharesFair value($)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 - 70 49 (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, As at November 30, As at November 30,2025 2024 2025Number of sharesFair value($)Additions($)Unrealized Gains (FVTOCI)($)Fair Value($)Investment in AUZ 84,429,563 - 607 706 1,313 Investment in Galleon 100,000 18 - 52 70 18 607 758 1,383 2026 2025($) ($)Balance at the beginning of period 57,998 56,547 Change in reclamation estimate (70) 40 Foreign currency translation adjustments (53) 126 Balance at the end of period 57,875 56,713 For the nine months endedAugust 31,
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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) 12 Exploration and evaluation assets on a project basis are as follows: Exploration Expenses Exploration expenditures on a project basis for the periods indicated 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 28 28 Total 57,875 57,998 2026 2025 2026 2025($) ($) ($) ($)Whistler 9,646 1,626 11,812 2,130 São Jorge 435 1,309 1,831 1,857 Yarumalito 635 39 888 102 Titiribi 247 104 542 380 Crucero 214 342 319 343 La Mina 76 49 300 146 Yellowknife 56 288 236 317 Cachoeira 84 3 181 25 Rea 5 4 16 34 Total 11,398 3,764 16,125 5,334 For the nine months endedAugust 31,For the three months endedAugust 31,
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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) 13 8. Land, Property and Equipment 9. 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: (1) On February 28, 2026, the Company's investment in NevGold with a fair value of $24,795 (Note 6) was reclassified from long-term investments to short-term investments. Right-of-Use AssetsBuildings and Office (Office and) ExplorationLandCamp StructuresEquipment warehouse space) Equipment Vehicles Total ($) ($) ($) ($) ($) ($) ($)CostBalance at November 30, 2024 1,107 2,433 217 451 398 623 5,229 Disposition - - (1) - - - (1) Impact of foreign currency translation (3) (6) 6 4 2 - 3 Balance at November 30, 2025 1,104 2,427 222 455 400 623 5,231 Additions - 166 - - 438 112 716 Impact of foreign currency translation (6) (16) 1 (1) - (3) (25) Balance at August 31, 2026 1,098 2,577 223 454 838 732 5,922 Accumulated DepreciationBalance at November 30, 2024 - 947 206 83 271 422 1,929 Depreciation - 160 5 91 30 60 346 Disposition - - (1) - - - (1) Impact of foreign currency translation - (5) 6 1 2 - 4 Balance at November 30, 2025 - 1,102 216 175 303 482 2,278 Depreciation - 116 4 70 49 58 297 Impact of foreign currency translation - (7) 1 - (1) (2) (9) Balance at August 31, 2026 - 1,211 221 245 351 538 2,566 Net Book ValueAt November 30, 20251,104 1,325 6 280 97 141 2,953 At August 31, 2026 1,098 1,366 2 209 487 194 3,356 As at August 31, As at November 30, As at August 31,2026 2025 2026Number of sharesFair 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, As at November 30, As at November 30,2025 2024 2025Number of sharesFair 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
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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) 14 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($)Balance at November 30, 2024 18 10,491 3,541 14,050 Restricted share rights vested (700) - - (700) Share-based compensation 835 686 - 1,521 Balance at August 31, 2025 153 11,177 3,541 14,871 Options ex ercised - (512) - (512) Restricted share rights vested (262) - - (262) Share-based compensation 116 573 - 689 Balance at November 30, 2025 7 11,238 3,541 14,786 Options ex ercised - (176) - (176) Restricted share rights vested (711) - - (711) Share-based compensation 647 1,128 - 1,775 Balance at August 31, 2026 (57) 12,190 3,541 15,674
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 15 10.3 Share Options The Company's share option plan (the "Option Plan") was approved by the Board on January 28, 2011, and on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022, the Option Plan was amended and restated (the "Amended and Restated Option Plan"). The Amended and Restated Option Plan was approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 15, 2025. The following outlines movements of the Company's Options: Number of Options Weighted Average Exercise Price ($) 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 $1.94, respectively. The common shares were issued pursuant to the exercise of 350,000 share options, of which 30,364 common shares were issued pursuant to the exercise of 165,000 share options on a net exercise basis. The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Nine months ended August 31, 2026 Nine months ended August 31, 2025 Risk-free interest rate 2.60% 2.68% Expected life (years) 2.87 2.81 Expected volatility 45.08% 40.27% Expected dividend yield 0.00% 0.00% Estimated forfeiture rate 5.99% 0.27%
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 16 A summary of Options outstanding and exercisable as of August 31, 2026, are as follows: Options Outstanding Options Exercisable Exercise Prices Number of Options Outstanding Weighted Average Exercise Price ($) 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 $686), respectively, with the fair value estimated using the Black-Scholes option pricing model. 10.4 Restricted Share Rights The Company's restricted share rights plan (the "RSRP") was approved by the Board on November 27, 2018, and amended and restated on March 28, 2025. Pursuant to the terms of the RSRP, the Board may designate directors, senior officers, employees and consultants of the Company, eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSRP was approved by the Company's shareholders in accordance with its terms at the Company's Annual General and Special Meeting held on May 15, 2025. The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company settles the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of common shares from treasury.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 17 The following outlines movements of the Company's RSRs: Number of RSRs Weighted Average Value ($) 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.
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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) 18 The following table shows the assets and liabilities of U.S. GoldMining: 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: 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$2.1 million of U.S. GoldMining Shares. As at August 31, As at November 30,2026 2025 (revised)($) ($)Assets Cash and cash equivalents 5,763 10,193 Restricted cash - 60 Restricted deposits 61 - Prepaid ex penses and deposits 215 122 Other assets 83 100 Land, property and equipment 1,792 1,312 Exploration and evaluation assets 49 79 7,963 11,866 Liabilities Accounts payable and accrued liabilities 1,445 446 Withholding taxes payable - 253 Rehabilitation provisions 473 461 Lease liability 94 124 Derivative liabilities - 1,598 2,012 2,882 For the nine months ended For the nine months endedAugust 31, 2026 August 31, 2025($) ($)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 ex change 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 cashBeginning of period 10,253 5,666 End of period 5,763 3,634
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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) 19 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. 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:
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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) 20 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 3.00 Expected volatility(1) 56.95% 55.45% Expected dividend yield 0.00% 0.00% Estimated forfeiture rate 0.00% 0.00% (1) As there was limited trading history of U.S. GoldMining's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector U.S. GoldMining operates over a period similar to the expected life of the stock options. During the three 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 $1), respectively, related to U.S. GoldMining's Restricted Shares. 11.4 U.S. GoldMining Restricted Share Units U.S. GoldMining's restricted share units ("RSUs") vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense is calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock on the date of the grant. The compensation expense is recognized over the vesting period of the RSUs.
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 21 The following outlines the movements in U.S. GoldMining's RSUs: Number of RSUs Weighted Average Value (US$) 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).
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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) 22 The movement in derivative liabilities is as follows: 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. The Canadian dollar equivalents of the Company's foreign currency denominated financial assets are as follows: 20262025($) ($)Balance at the beginning of period 1,598 5,115 Warrant ex ercised (227) - Change in fair value during the period (1,342) (3,248) Impact of foreign currency translation (29) 5 Balance at the end of period - 1,872 For the nine months endedAugust 31,
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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) 23 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 $359 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 11.1). The Company has current cash, cash equivalent balances and access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. As at August 31, As at November 30,2026 2025($) ($)AssetsUnited States Dollar 113,857 156,047Australian Dollar 2,600 1,313Colombian Peso 598 307Total 117,055 157,667
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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) 24 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:
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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) 25 As at August 31, 2026, $27 was payable to key management personnel for services provided to the Company (November 30, 2025: $267). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer. 15. Segmented Information The Company conducts its business in the acquisition, exploration and development of mineral properties as two operating segments, with U.S. GoldMining being one distinct operating segment, and all other subsidiaries, or "Others" being the second operating segment. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru. The Company's total non-current assets, total liabilities and operating loss by geographical location are detailed below: The Company's total assets, liabilities, operating loss and net loss for its two operating segments, U.S. GoldMining and others are detailed in the three tables below: August 31, August 31, August 31, August 31,2026 2025 2026 2025($) ($) ($) ($)Management fees 52 48 155 143 Director and officer fees 90 111 279 339 Share-based compensation 527 228 2,125 1,078 Total 669 387 2,559 1,560 For the three months ended For the nine months endedAs at August 31, As at November 30,2026 2025($) ($) Canada 107,067 156,661 Colombia 31,098 31,308 Brazil 12,662 12,665 Peru 7,409 7,452 United States 2,765 2,291 Total 161,001 210,377 Total non-current assetsAugust 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025($) ($) ($) ($) United States 10,609 2,309 16,322 4,821 Canada1,826 2,759 7,583 8,226 Brazil 970 1,831 3,368 2,919 Colombia 1,231 364 2,452 1,173 Peru 215 335 287 361 Total 14,851 7,598 30,012 17,500 For the nine months endedTotal operating loss Total operating loss For the three months ended
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 26 (1) Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc. (2) Others consists of GoldMining Inc. and all subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada. As at August 31, As at November 30, As at August 31, As at November 30,2026 2025 2026 2025 (revised- Note 3)($) ($) ($) ($) U.S. GoldMining(1)8,981 12,891 2,012 2,882 Others(2)201,473 225,070 6,434 7,078 Total 210,454 237,961 8,446 9,960 Total assetsTotal liabilitiesU.S. GoldMining(1)Others(2)TotalU.S. GoldMining(1)Others(2)Total($) ($) ($) ($) ($) ($)Operating expensesConsulting fees- 119 119 38 149 187 Depreciation92 22 114 63 22 85 Directors' fees, employee salaries and benefits168 730 898 136 481 617 Exploration expenses9,646 1,752 11,398 1,626 2,138 3,764 General and administrative409 773 1,182 461 1,088 1,549 Professional fees(7) 290 283 80 259 339 Share-based compensation550 306 856 112 259 371 Share of loss in associate- - - - 641 641 Share of loss on investment in joint venture- 1 1 - 45 45 10,858 3,993 14,851 2,516 5,082 7,598 Operating loss(10,858) (3,993) (14,851) (2,516) (5,082) (7,598) Other itemsInterest income37 78 115 35 - 35 Flow-through recovery- - - - 49 49 Gain on sales of investment in associate- - - - 108 108 Gain on remeasurement of investment in NevGold- - - - 337 337 Gain on revaluation of derivative liabilities- - - 355 - 355 Other expenses(8) (1) (9) (9) (37) (46) Net foreign exchange gain (loss)2 266 268 (4) 29 25 Net loss for the period before taxes(10,827) (3,650) (14,477) (2,139) (4,596) (6,735) Current income tax expense- (35) (35) - (107) (107) Deferred income tax recovery- 378 378 - 7,094 7,094 Net income (loss) for the period (10,827) (3,307) (14,134) (2,139) 2,391 252 For the three months ended August 31, 2026For the three months ended August 31, 2025(revised-note 3)
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GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) 27 (1) Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc. (2) Others consists of GoldMining Inc. and all subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada. U.S. GoldMining(1)Others(2)TotalU.S. GoldMining(1)Others(2)Total($) ($) ($) ($) ($) ($)Operating expensesConsulting fees- 358 358 55 315 370 Depreciation229 68 297 191 69 260 Directors' fees, employee salaries and benefits510 2,062 2,572 449 1,345 1,794 Exploration expenses11,812 4,313 16,125 2,130 3,204 5,334 General and administrative1,844 3,314 5,158 1,773 3,550 5,323 Professional fees502 1,035 1,537 456 1,377 1,833 Share-based compensation2,183 1,775 3,958 668 1,521 2,189 Share of loss in associate- - - - 346 346 Share of loss on investment in joint venture- 7 7 - 51 51 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 itemsInterest income177 332 509 128 46 174 Flow-through recovery- - - - 49 49 Gain on sales of investment in associate- - - - 149 149 Gain on remeasurement of investment in NevGold- - - - 337 337 Gain on revaluation of derivative liabilities1,342 - 1,342 3,248 - 3,248 Other expenses(23) (20) (43) (26) (77) (103) Net foreign exchange gain (loss)(6) 6 - (5) 84 79 Net loss for the period before taxes(15,590) (12,614) (28,204) (2,377) (11,190) (13,567) Current income tax expense- (37) (37) (5) (20) (25) Deferred income tax recovery (expense)- (2,434) (2,434) - 9,230 9,230 Net loss for the period (15,590) (15,085) (30,675) (2,382) (1,980) (4,362) For the nine months ended August 31, 2026For the nine months ended August 31, 2025 (revised-note 3)
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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) 28 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 97 3 – 5 years - More than 5 years - Total 393(1)
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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) 29 (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.