GoldMining Inc.
For the period ended Apr 30, 2026. Filed Apr 10, 2026.
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Apr 30, 2026 · Filed Apr 10, 2026
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Contents
EX-99.1 · Commitments (Note 14)
Commitments(Note 14)
Approved and authorized for issue by the Board of Directors on April 10, 2026.
| /s/ "David Kong" | /s/ "Pat Obara" |
|---|---|
| David Kong Director | Pat Obara Chief Financial Officer |
GoldMining Inc. Condensed Consolidated Interim Statements of Comprehensive Income For the three months ended February 28, 2026 and 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
| For the three months ended | |||
|---|---|---|---|
| February 28, | |||
| Notes | 2026 | 2025 | |
| ($) · ($) | |||
| Operating expenses | |||
| Consulting fees | 108 | 68 | |
| Depreciation | 7 | 89 | 88 |
| Directors' fees, employee salaries and benefits | 12 | 813 | 595 |
| Exploration expenses | 6 | 1,578 | 531 |
| General and administrative | 2,187 | 2,018 | |
| Professional fees | 647 | 951 | |
| Share-based compensation | 9, 10 | 1,863 | 1,097 |
| Share of loss in associate | - | 232 | |
| Share of loss on investment in joint venture | - | 5 | |
| 7,285 | 5,585 | ||
| Operating loss | (7,285) | (5,585) | |
| Other items | |||
| Interest income | 223 | 86 | |
| Other expenses | (17) | (15) | |
| Net foreign exchange gain (loss) | (420) | 44 | |
| Net loss for the period before taxes | (7,499) | (5,470) | |
| Current income tax recovery | - | 117 | |
| Deferred income tax recovery | 253 | 462 | |
| Net loss for the period | (7,246) | (4,891) | |
| Attributable to: | |||
| Shareholders of the Company | (6,641) | (4,546) | |
| Non-controlling interests | (605) | (345) | |
| Net loss for the period | (7,246) | (4,891) | |
| Other comprehensive income (loss) | |||
| Items not subsequently reclassified to net income or loss: | |||
| Unrealized gain on short-term investments | 5 | 302 | 8 |
| Unrealized gain on long-term investments | 8 | 13,733 | 3,444 |
| Deferred tax expense on investments | (2,222) | (465) | |
| Items that may be reclassified subsequently to net income or loss: | |||
| Foreign currency translation adjustments | (1,007) | 2,125 | |
| Total comprehensive income for the period | 3,560 | 221 | |
| Attributable to: | |||
| Shareholders of the Company | 4,229 | 522 | |
| Non-controlling interests | 10 | (669) | (301) |
| Total comprehensive income for the period | 3,560 | 221 | |
| Net loss per share, basic and diluted | (0.03) | (0.02) | |
| Weighted average number of shares outstanding, basic and diluted | 211,811,720 | 195,162,830 | |
GoldMining Inc. Condensed Consolidated Interim Statements of Changes in Equity For the three months ended February 28, 2026 and 2025 (Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)
| Accumulated · Attributable | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share · Other · to Shareholders · Non- | ||||||||||
| Number of · Issued · Issuance · Comprehensive · of the · Controlling | ||||||||||
| Notes | Shares | Capital | Reserves | Obligation | Deficit | Income (Loss) | Company | Interests | Total | |
| ($) · ($) · ($) · ($) · ($) · ($) · ($) · ($) | ||||||||||
| Balance at November 30, 2024 | 194,740,857 | 190,785 | 14,050 | 91 | (4,436) | (86,731) | 113,759 | 1,402 | 115,161 | |
| Restricted share rights vested | 9 | 75,899 | 93 | (205) | 112 | - | - | - | - | - |
| US GoldMining | ||||||||||
| Options exercised | - | - | - | - | (2) | - | (2) | 2 | - | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | - | - | - | - | 142 | - | 142 | 39 | 181 | |
| Agents' fees and issuance costs | - | - | - | - | (4) | - | (4) | (1) | (5) | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 9 | 1,118,400 | 1,286 | - | - | - | - | 1,286 | - | 1,286 |
| Agents' fees and issuance costs | - | (32) | - | - | - | - | (32) | - | (32) | |
| Share-based compensation | 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, 2025 | 195,935,156 | 192,132 | 14,584 | 203 | (8,555) | (81,663) | 116,701 | 1,208 | 117,909 | |
| Options exercised | 9 | 656,751 | 956 | (512) | - | - | - | 444 | - | 444 |
| Restricted share rights vested | 9 | 368,545 | 462 | (757) | 295 | - | - | - | - | - |
| US GoldMining | ||||||||||
| Options exercised | - | - | - | - | (1) | - | (1) | 1 | - | |
| Restricted share rights vested | - | - | - | - | (3) | - | (3) | 3 | - | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | - | - | - | - | 9,793 | - | 9,793 | 3,147 | 12,940 | |
| Agents' fees and issuance costs | - | - | - | - | (266) | - | (266) | (80) | (346) | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 9 | 11,915,093 | 20,033 | - | - | - | - | 20,033 | - | 20,033 |
| Agents' fees and issuance costs | - | (501) | - | - | - | - | (501) | - | (501) | |
| Common shares issued in flow-through share financing | 373,135 | 399 | - | - | - | - | 399 | - | 399 | |
| Share-based compensation | 9 | - | - | 1,471 | - | 314 | - | 1,785 | 84 | 1,869 |
| Deferred tax benefits of share issuance costs | - | 906 | - | - | - | - | 906 | - | 906 | |
| Transfer of OCI to accumulated- deficit upon disposal of investment | - | - | - | - | (53) | 53 | - | - | - | |
| Other comprehensive income (loss) | - | - | - | - | - | 86,435 | 86,435 | (48) | 86,387 | |
| Net loss for the period | - | - | - | - | (8,932) | - | (8,932) | (1,509) | (10,441) | |
| Balance at November 30, 2025 | 209,248,680 | 214,387 | 14,786 | 498 | (7,703) | 4,825 | 226,793 | 2,806 | 229,599 | |
| Options exercised | 9 | 25,962 | 24 | (24) | - | - | - | - | - | - |
| Restricted share rights vested | 9 | 195,329 | 232 | (325) | (356) | - | - | (449) | - | (449) |
| US GoldMining | ||||||||||
| Warrants exercised | - | - | - | - | 3 | - | 3 | 1 | 4 | |
| Restricted share rights vested | - | - | - | - | (3) | - | (3) | 3 | - | |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 10 | - | - | - | - | 309 | - | 309 | 127 | 436 |
| Agents' fees and issuance costs | 10 | - | - | - | - | (10) | - | (10) | (3) | (13) |
| At-the-Market offering: | ||||||||||
| Common shares issued for cash | 9 | 4,287,500 | 9,319 | - | - | - | - | 9,319 | - | 9,319 |
| Agents' fees and issuance costs | 9 | - | (233) | - | - | - | - | (233) | - | (233) |
| Share-based compensation | 9, 10 | - | - | 841 | - | 773 | - | 1,614 | 249 | 1,863 |
| Deferred tax benefits of share issuance costs | - | 63 | - | - | - | - | 63 | - | 63 | |
| Other comprehensive income (loss) | - | - | - | - | - | 10,870 | 10,870 | (64) | 10,806 | |
| Net loss for the period | - | - | - | - | (6,641) | - | (6,641) | (605) | (7,246) | |
| Balance at February 28, 2026 | 213,757,471 | 223,792 | 15,278 | 142 | (13,272) | 15,695 | 241,635 | 2,514 | 244,149 | |
GoldMining Inc. Condensed Consolidated Interim Statements of Cash Flows For the three months ended February 28, 2026 and 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
| For the three months ended | ||
|---|---|---|
| February 28, | ||
| 2026 | 2025 | |
| ($) | ($) | |
| Operating activities | ||
| Net loss for the period | (7,246) | (4,891) |
| Adjustments for non-cash items: | ||
| Depreciation | 89 | 88 |
| Share-based compensation | 1,863 | 1,097 |
| Share of loss in associate | - | 232 |
| Deferred income tax recovery | (253) | (462) |
| Others | 17 | 22 |
| Net changes in non-cash working capital items: | ||
| Other assets | (4) | (20) |
| Incomes taxes receivable | (181) | - |
| Prepaid expenses and deposits | (211) | (283) |
| Accounts payable and accrued liabilities | (233) | 369 |
| Incomes taxes payable | - | (58) |
| Due to related parties | (244) | (253) |
| Cash used in operating activities | (6,403) | (4,159) |
| Investing activities | ||
| Payments for restricted deposits | (1,309) | - |
| Cash used in investing activities | (1,309) | - |
| Financing activities | ||
| Net proceeds from At-the-Market offering, net of issuance costs | 9,086 | 1,254 |
| Net proceeds from US GoldMining At-the-Market offering, net of issuance costs | 423 | 176 |
| Proceeds from US GoldMining warrant exercises, net of issuance costs | 4 | - |
| Cash paid for withholding taxes on restricted share rights vested | (449) | - |
| Payment of lease liabilities | (30) | (30) |
| Cash generated from financing activities | 9,034 | 1,400 |
| Effect of exchange rate changes on cash | (213) | 111 |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 1,109 | (2,648) |
| Cash and cash equivalents and restricted cash | ||
| Beginning of period | 24,997 | 12,002 |
| End of period | 26,106 | 9,354 |
| Supplemental cash flow disclosure: | ||
| Purchase of equipment included in accounts payable | 288 | - |
| Cash paid for income taxes | 109 | - |
GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2026 and November 30, 2025 (Unaudited, 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 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 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, 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 months ended February 28, 2026, were authorised for issue by the Company's Board of Directors on April 10, 2026.
| 2.2 | Significant Accounting Judgments and Estimates |
The preparation of these condensed consolidated interim financial statements requires management to make accounting policy judgments, make estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.
GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
| 2.3 | New Accounting Standards Issued but not effective |
The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.
IFRS 18–*** Presentation and Disclosure in Financial Statements -***In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for 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.
| 3. | Cash and Cash Equivalents |
| February 28, | November 30, | |
|---|---|---|
| 2026 | 2025 | |
| ($) | ($) | |
| Cash and cash equivalents consist of: | ||
| Cash at bank and on hand | 2,495 | 4,396 |
| Term deposits | 23,611 | 20,541 |
| Total | 26,106 | 24,937 |
GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
| 4. | Restricted deposits |
| February 28, | November 30, | |
|---|---|---|
| 2026 | 2025 | |
| ($) | ($) | |
| Restricted deposits consists of: | ||
| Guaranteed investment certificate | 1,250 | - |
| Term deposits held as security for corporate credit cards | 59 | - |
| Total | 1,309 | - |
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.
| 5. | Short-term investments |
As of February 28, 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 ("AUZ Shares") with an initial fair value of $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project.
The following tables outline the movement of the Company's short-term investments during the three months ended February 28, 2026, and year ended November 30, 2025:
| As at February 28, · As at November 30, · As at February 28, | |||||
|---|---|---|---|---|---|
| 2026 · 2025 · 2026 | |||||
| Number of shares | Fair value ($) | Unrealized Gains (FVTOCI) ($) | Reclassified from long-term investments ($) | Fair Value ($) | |
| Investment in AUZ | 84,429,563 | 1,313 | 253 | - | 1,566 |
| Investment in Galleon | 100,000 | 70 | 49 | - | 119 |
| Investment in NevGold(1) | 19,073,350 | - | - | 24,795 | 24,795 |
| 1,383 | 302 | 24,795 | 26,480 | ||
| As at November 30, · As at November 30, · As at November 30, | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2025 | |||||
| Number of shares | Fair value ($) | 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 | ||
(1)On February 28, 2026, investment in NevGold with a fair value of $24,795 (Note 8) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027
GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
| 6. | Exploration and Evaluation Assets |
| For the three months ended | ||
|---|---|---|
| February 28, | ||
| 2026 | 2025 | |
| ($) | ($) | |
| Balance at the beginning of period | 57,998 | 56,547 |
| Change in reclamation estimate | (1) | (8) |
| Foreign currency translation adjustments | (732) | 1,767 |
| Balance at the end of period | 57,265 | 58,306 |
Exploration and evaluation assets on a project basis are as follows:
| February 28, | November 30, | |
|---|---|---|
| 2026 | 2025 | |
| ($) | ($) | |
| La Mina | 15,329 | 15,695 |
| Titiribi | 12,239 | 12,531 |
| Yellowknife | 7,418 | 7,419 |
| Crucero | 7,279 | 7,452 |
| Cachoeira | 6,255 | 6,171 |
| São Jorge | 5,270 | 5,199 |
| Yarumalito | 1,695 | 1,733 |
| Whistler | 1,078 | 1,104 |
| Surubim | 258 | 254 |
| Batistão | 237 | 234 |
| Montes Áureos and Trinta | 180 | 178 |
| Rea | 27 | 28 |
| Total | 57,265 | 57,998 |
GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
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