GoldMining Inc.

This Annual Report on Form 40-F and the exhibits attached hereto may contain certain forward-looking information and statements, including statements relating to matters that are not historical facts and statements of our beliefs, intentions and expectations about developments, results and events which will or may occur in the future, including “forward-looking statements,” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, collectively referred to as “forward-looking statements.” The forward-looking statements contained in this Annual Report on Form 40-F are made only as of the date hereof. The forward-looking statements contained in the exhibits incorporated by reference into this Annual Report on Form 40-F are made only as of the respective dates set forth in such exhibits. The Company does not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “does not expect,” “is expected,” “budget,” “estimates,” “intends,” “anticipates,” “forecasts,” “does not anticipate,” “believes” or variations of such words and phrases, or statements that certain actions, events or results “may,” “could,” “would,” “should” or “will” be taken, occur or be achieved.

Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates including: (i) the Company will realize on benefits expected from its business plans and strategies; (ii) the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof will occur and proceed as expected; (iii) current gold, silver, base metal and other commodity prices will be sustained, or will improve; (iv) the proposed development of the Company’s projects will be viable operationally and economically and will proceed as expected; (v) any additional financing required by the Company will be available, and on reasonable terms; (vi) the accuracy of any mineral reserve and mineral resource estimates; (vii) the accuracy of budgeted exploration and development costs and expenditures; (viii) the price of other commodities such as fuel; (ix) future currency exchange rates and interest rates; (x) political and regulatory stability; (xi) the receipt of governmental and third-party approvals, licenses and permits on favourable terms; (xii) obtaining required renewals for existing approvals, licenses and permits and obtaining all other required approvals, licenses and permits on favourable terms; and (xiii) the Company will not experience any material accident, labor dispute or failure of plant or equipment.

Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to: (i) the exploration, development, and operation of early-stage mineral properties, including the speculative nature of exploration and development projects, the possibility of diminishing quantities or grades of mineralization, the inability to recover certain expenditures and the exposure to operational hazards typically encountered in the exploration, development and production of mineral properties; (ii) obtaining and maintaining all necessary government permits, approvals and authorizations related to the continued exploration and development of the Company’s current and future projects and operations; (iii) the uncertainty of mineral resource estimates; (iv) fluctuation in market value of publicly traded securities held by the Company; (v) the potential dilution of voting power or earnings per share as a result of the exercise of convertible securities of the Company, future financings or future acquisitions financed by the issuance of equity; (vi) general economic conditions; (vii) gold and other commodity price fluctuations and volatility; (viii) the Company has no known mineral reserves and that no economic reserves may exist on the Company’s projects; (ix) potential acquisitions of additional mineral properties or mergers with or investment in new companies and abandonment of interest by the Company in its mineral properties; (x) referendums or resolutions respecting prohibitions or restrictions on mining; (xi) government regulations and government and community approvals, acceptance, agreements and permissions (generally referred to as “social license”), including the ability to obtain and maintain required government and community approvals, the impact of changing government regulations and shifting political climates, and the ability of regulatory authorities to impose fines or shut down operations in cases of non-compliance; (xii) the presence of artisanal miners; (xiii) inherent risks in mining and development, including risks related to accidents, labour disputes, environmental hazards, unfavourable operating conditions, or other unanticipated difficulties with or interruptions in operations; (xiv) war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environment; (xv) infrastructure; (xvi) competitive conditions in the mineral exploration and mining industry; (xvii) property and mineral title, including defective title to mineral claims or property; (xviii) environmental regulation and liability; (xix) costs, compliance and other risks associated with climate change and emerging climate change regulation; (xx) information systems and cyber security; (xxi) uncertainty of the performance of contractors; (xxii) costs, delays and other risks associated with statutory and regulatory compliance; (xxiii) the uncertainty of profitability and financing risks, as the Company has no history of earnings; (xxiv) health epidemics or pandemics; (xxv) internal controls over financial reporting; (xxvi) foreign exchange fluctuations; (xxvii) the ability of the Company to retain skilled and experienced personnel, contractors, management and employees; (xxviii) potential litigation; (xxix) foreign operations; (xxx) possible conflicts of interest; (xxxi) uninsurable risks; (xxxii) risks associated with joint ventures; (xxxiii) capital cost estimates; and other risks and uncertainties listed in the Company’s public filings, including those set out under “Risk Factors” in the Company’s Annual Information Form for the year ended November 30, 2024, (the “AIF”) filed as Exhibit 99.1 to this Annual Report on Form 40-F and its Management’s Discussion and Analysis (“MD&A”) for the year ended November 30, 2024, filed as Exhibit 99.2 to this Annual Report on Form 40-F. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities laws.

The Company is permitted, under the multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report on Form40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this Annual Report on Form40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Consequently, the Company’s financial statements* may**not* be comparable to those prepared by U.S. companies. The Company’s audited financial statements as at and for the years ended* November 30, 2024,and2023* (the “Audited Financial Statements”) are attached hereto as Exhibit99.3 to this Annual Report on Form40-F and incorporated by reference herein.