GoldMining Inc.
For the period ended Nov 30, 2024. Filed Feb 27, 2025.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2024 · Filed Feb 27, 2025
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Contents
EX-99.3 · Subsequent events (Note 18)
Subsequent events(Note 18)
Approved and authorized for issue by the Board of Directors on February 27, 2025.
| /s/ "David Kong" | /s/ "Pat Obara" |
|---|---|
| David Kong Director | Pat Obara Chief Financial Officer |
GoldMining Inc. Consolidated Statements of Comprehensive Loss For the years ended November 30, 2024 and 2023 (Expressed in thousands of Canadian dollars unless otherwise stated)
| For the year | |||
|---|---|---|---|
| ended November 30, | |||
| Notes | 2024 | 2023 | |
| ($) · ($) | |||
| Expenses | |||
| Consulting fees | 416 | 325 | |
| Depreciation | 6 | 331 | 202 |
| Directors' fees, employee salaries and benefits | 15 | 2,397 | 2,171 |
| Exploration expenses | 5 | 10,462 | 8,710 |
| General and administrative | 8,315 | 7,477 | |
| Professional fees | 2,015 | 3,833 | |
| Share-based compensation | 10,11 | 2,298 | 3,287 |
| Share of loss in associate | 7 | 1,458 | 116 |
| Share of loss on investment in joint venture | 70 | 40 | |
| Impairment of exploration and evaluation assets | 5 | 74 | 1,809 |
| Recovery on the receipt of mineral property option payments | 5 | (2,260) | (2,696) |
| 25,576 | 25,274 | ||
| Operating loss | (25,576) | (25,274) | |
| Other items | |||
| Dividend income | - | 856 | |
| Unrealized loss on long-term investments | - | (180) | |
| Loss on modification of margin loan | - | (422) | |
| Interest income | 710 | 657 | |
| Other income (loss) | (41) | 24 | |
| Financing costs | (49) | (1,266) | |
| Net foreign exchange gain (loss) | (291) | 56 | |
| Net loss for the year before taxes | (25,247) | (25,549) | |
| Current income tax expense | 14 | (1,932) | - |
| Deferred income tax expense | 14 | (168) | (4,900) |
| Net loss for the year | (27,347) | (30,449) | |
| Attributable to: | |||
| Shareholders of the Company | (25,289) | (28,761) | |
| Non-controlling interests | (2,058) | (1,688) | |
| Net loss for the year | (27,347) | (30,449) | |
| Other comprehensive loss | |||
| Items that will not be subsequently reclassified to net income or loss: | |||
| Unrealized income (loss) on short-term investments | 8 | (14) | |
| Unrealized loss on long-term investments | 8 | (6,336) | (30,843) |
| Deferred tax recovery on long-term investments | 14 | 838 | 4,196 |
| Items that may be reclassified subsequently to net income or loss: | |||
| Foreign currency translation adjustments | (176) | 1,345 | |
| Total comprehensive loss for the year | (33,013) | (55,765) | |
| Attributable to: | |||
| Shareholders of the Company | (31,010) | (54,069) | |
| Non-controlling interests | 11 | (2,003) | (1,696) |
| Total comprehensive loss for the year | (33,013) | (55,765) | |
| Net loss per share, basic and diluted | (0.13) | (0.17) | |
| Weighted average number of shares outstanding, basic and diluted | 187,833,126 | 171,903,909 | |
GoldMining Inc. Consolidated Statements of Changes in Equity For the years ended November 30, 2024 and 2023 (Expressed in thousands of Canadian dollars unless otherwise stated)
| Accumulated · Attributable | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Retained · Other · to Shareholders · Non- | ||||||||||
| Number of · Issued · Share Issuance · Earnings · Comprehensive · of the · Controlling | ||||||||||
| Notes | Shares | Capital | Reserves | Obligation | (Deficit) | Loss | Company | Interests | Total | |
| ($) · ($) · ($) · ($) · ($) · ($) · ($) · ($) | ||||||||||
| Balance at November 30, 2022 | 163,669,818 | 150,879 | 11,930 | - | 27,984 | (55,702) | 135,091 | - | 135,091 | |
| Options exercised | 10 | 2,371,493 | 2,993 | (805) | - | - | - | 2,188 | - | 2,188 |
| Restricted share rights vested | 10 | 266,596 | 416 | (416) | - | - | - | - | - | - |
| US GoldMining | ||||||||||
| Net proceeds from Initial Public Offering | - | - | - | - | 20,514 | - | 20,514 | 3,596 | 24,110 | |
| Restricted shares vested, warrants exercised, and open market shares purchases by GoldMining | - | - | - | - | 25 | - | 25 | 1,181 | 1,206 | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 16,950,153 | 22,769 | - | - | - | - | 22,769 | - | 22,769 | |
| Agents' fees and issuance costs | - | (569) | - | - | - | - | (569) | - | (569) | |
| Share-based compensation | 10 | - | - | 2,784 | - | 414 | - | 3,198 | 89 | 3,287 |
| Deferred tax benefits of share issuance costs | - | 96 | - | - | - | - | 96 | - | 96 | |
| Other comprehensive loss | - | - | - | - | - | (25,308) | (25,308) | (8) | (25,316) | |
| Net loss for the year | - | - | - | - | (28,761) | - | (28,761) | (1,688) | (30,449) | |
| Balance at November 30, 2023 | 183,258,060 | 176,584 | 13,493 | - | 20,176 | (81,010) | 129,243 | 3,170 | 132,413 | |
| Options exercised | 10 | 271,189 | 1,001 | (967) | - | - | - | 34 | - | 34 |
| Restricted share rights vested | 10 | 338,288 | 414 | (505) | 91 | - | - | - | - | - |
| US GoldMining | ||||||||||
| Restricted share rights vested | - | - | - | - | (43) | - | (43) | 43 | - | |
| Warrants exercised | - | - | - | - | 5 | - | 5 | 1 | 6 | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 11 | - | - | - | - | 511 | - | 511 | 145 | 656 |
| Agents' fees and issuance costs | 11 | - | - | - | - | (15) | - | (15) | (4) | (19) |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 10 | 10,873,320 | 13,114 | - | - | - | - | 13,114 | - | 13,114 |
| Agents' fees and issuance costs | 10 | - | (328) | - | - | - | - | (328) | - | (328) |
| Share-based compensation | 10,11 | - | - | 2,029 | - | 219 | - | 2,248 | 50 | 2,298 |
| Other comprehensive loss | - | - | - | - | - | (5,721) | (5,721) | 55 | (5,666) | |
| Net loss for the year | - | - | - | - | (25,289) | - | (25,289) | (2,058) | (27,347) | |
| Balance at November 30, 2024 | 194,740,857 | 190,785 | 14,050 | 91 | (4,436) | (86,731) | 113,759 | 1,402 | 115,161 | |
GoldMining Inc. Consolidated Statements of Cash Flows For the years ended November 30, 2024 and 2023 (Expressed in thousands of Canadian dollars unless otherwise stated)
| For the year ended | ||
|---|---|---|
| November 30, | ||
| 2024 | 2023 | |
| ($) | ($) | |
| Operating activities | ||
| Net loss for the year | (27,347) | (30,449) |
| Adjustments for items not involving cash: | ||
| Depreciation | 331 | 202 |
| Accretion | 37 | 35 |
| Financing costs | 36 | 1,266 |
| Share of loss on investment in joint venture | 70 | 40 |
| Share-based compensation | 2,298 | 3,287 |
| Unrealized loss on short-term investments | 29 | - |
| Unrealized loss on long-term investments | - | 180 |
| Loss on loan modification | - | 422 |
| Share of loss in associate | 1,458 | 116 |
| Deferred income tax expense | 168 | 4,900 |
| Impairment of exploration and evaluation assets | 74 | 1,809 |
| Recovery on the receipt of mineral property option payments | (2,260) | (2,696) |
| Net foreign exchange loss | - | 52 |
| Net changes in non-cash working capital items: | ||
| Inventory | (12) | (37) |
| Other receivables | 240 | (220) |
| Prepaid expenses and deposits | 486 | (940) |
| Accounts payable and accrued liabilities | (156) | 37 |
| Incomes taxes payable | 1,985 | 7 |
| Withholdings taxes payable | - | 89 |
| Due to related parties | 35 | 68 |
| Cash used in operating activities | (22,528) | (21,832) |
| Investing activities | ||
| Investment in exploration and evaluation assets | (306) | (501) |
| Purchase of securities | (190) | (1,903) |
| Construction of camp structures | - | (1,175) |
| Investment in joint venture | (206) | (42) |
| Purchase of equipment | (243) | (170) |
| Royalty buy-down | (99) | - |
| Reclamation deposit | - | 30 |
| Cash used in investing activities | (1,044) | (3,761) |
| Financing activities | ||
| Net proceeds from At-the-Market offering, net of issuance costs | 12,786 | 22,199 |
| Net proceeds from US GoldMining At-the-Market offering, net of issuance costs | 637 | - |
| Net proceeds from US GoldMining IPO | - | 24,145 |
| Proceeds from US GoldMining warrant exercises, net of issuance costs | 5 | 4,523 |
| Proceeds from common shares issued upon exercise of options | 34 | 2,188 |
| Open market purchases of US GoldMining shares | - | (3,403) |
| Payment of lease liabilities | (110) | (106) |
| Principal payment of margin loan | - | (9,595) |
| Interest paid on margin loan | - | (884) |
| Transaction costs on modification of margin loan | - | (73) |
| Cash generated from financing activities | 13,352 | 38,994 |
| Effect of exchange rate changes on cash | 515 | (19) |
| Net increase (decrease) in cash and cash equivalents and restricted cash | (9,705) | 13,382 |
| Cash and cash equivalents and restricted cash | ||
| Beginning of year | 21,707 | 8,325 |
| End of year | 12,002 | 21,707 |
GoldMining Inc. Notes to Consolidated Financial Statements As at November 30, 2024 and 2023 (Expressed in thousands of Canadian dollars unless otherwise stated)
| 1. | Corporate Information |
GoldMining Inc. was incorporated under theBusiness Corporations Act (British Columbia) on* September 9, 2009,and continued under theCanada 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 Suite1830, 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") (Note11.1*). 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 |
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