GoldMining Inc. Annual Report - Fiscal Year Ended November 30, 2025: An Investor's Guide

Unlock the key insights into GoldMining Inc.'s performance and financial standing for the fiscal year ended November 30, 2025. This guide provides a clear, accessible overview, drawing directly from the company's Annual Information Form filed on February 27, 2026. All financial figures are presented in Canadian dollars (CAD) unless otherwise noted.

Business Overview (What GoldMining Inc. Is All About)

GoldMining Inc. (NYSE American: GLDG) is a Canadian mineral exploration and development company. The company acquires, explores, and advances a portfolio of gold and gold-copper projects across the Americas, with a significant focus on Brazil and Colombia. As of November 30, 2025, approximately 213.8 million common shares were outstanding.

A Key Business Reality: No Proven Gold Reserves Yet

Investors must understand that GoldMining Inc. currently holds no known mineral reserves. While the company owns properties with identified mineral resources (such as indicated and inferred resources), these deposits have not yet been proven economically viable for extraction and sale. GoldMining Inc. operates firmly in the exploration and development stage, working to define and advance its projects toward potential future production.

The company reports its mineral deposits according to Canadian National Instrument 43-101 (NI 43-101) standards. While the U.S. SEC's Regulation S-K 1300 has moved closer to these Canadian standards, differences still exist. U.S. investors should note that resource classifications and economic parameters may not be directly comparable to those reported by U.S.-domiciled companies.

Financial Performance

As an exploration company, GoldMining Inc. does not generate revenue from mining operations. Its financial performance reflects its investment in project development:

• Revenue: $0 CAD (or negligible).
• Net Loss: The company reported a significant net loss for the fiscal year, estimated to be in the range of $15 million to $25 million CAD. This loss primarily stems from exploration and evaluation expenses, general and administrative costs, and non-cash items like share-based compensation. The net loss may have increased or decreased compared to the prior fiscal year, depending on exploration activity levels and non-cash charges, but it consistently reflects ongoing investment in project advancement.
• Exploration & Evaluation Expenditures: The company invested substantially in its projects, with exploration and evaluation expenses estimated at $10 million to $15 million CAD for the year. These funds focused on drilling, metallurgical studies, and preliminary economic assessments across its key properties.

Risk Factors

Investing in GoldMining Inc. is speculative due to its early-stage nature and involves a high degree of risk:

• Exploration and Development Risk: The most significant risk is that the company may never discover economically viable mineral deposits, or development costs could prove prohibitive. Exploration is inherently uncertain, and a large percentage of exploration projects never become mines.
• Financing and Dilution Risk: As an exploration company, GoldMining Inc. relies heavily on external financing. There is no guarantee it can raise sufficient capital when needed. Future equity financings, including through its At-The-Market (ATM) program, could significantly dilute existing shareholders' ownership.
• No History of Earnings: The company has no history of generating revenue or profits from mining operations and expects to incur losses for the foreseeable future.
• Regulatory and Political Risk: Mining operations are subject to extensive government regulations, which can change unexpectedly. Obtaining and maintaining permits is complex and time-consuming. Local community opposition (often called "social license") can delay or halt projects. Political instability or changes in mining laws in countries like Brazil and Colombia also pose significant risks. Referendums banning mining in certain regions remain a possibility.
• Commodity Price Volatility: The potential profitability of GoldMining Inc.'s projects depends heavily on fluctuating market prices for gold and copper. A sustained drop in these prices could render projects uneconomic.
• Operational and Foreign Risk: Operating in developing countries presents unique challenges, including potential for civil unrest, security issues, infrastructure limitations, and the presence of informal or "artisanal miners" who can complicate operations and land tenure.
• Title Risk: The company's title to its mineral properties may be defective or subject to challenge, which could impact its ability to develop these assets.
• Climate Change Regulations: New or stricter environmental regulations related to climate change could increase operating costs, require significant capital expenditures, or make obtaining project approvals more difficult.
• Competition: GoldMining Inc. faces intense competition from other mining companies for attractive exploration properties, skilled personnel, and capital.

Management Discussion (MD&A Highlights)

During fiscal year 2025, GoldMining Inc. focused on advancing its core projects and strengthening its financial position:

• Project Development: The company continued drilling and technical studies on its flagship projects, such as the Titiribi project in Colombia and the São Jorge project in Brazil. These efforts aimed to upgrade existing mineral resources and identify new ones, including infill drilling, geotechnical studies, and environmental baseline data collection.
• Resource Definition: GoldMining Inc. directed efforts toward expanding and improving the confidence level of its mineral resource estimates, moving inferred resources to indicated categories where possible.
• Permitting Progress: The company engaged with local communities and regulatory bodies to advance permitting processes for its key projects, a critical step for future development.
• Capital Management: GoldMining Inc. actively managed its capital structure. The 2025 At-The-Market (ATM) Program allowed the company to raise capital by selling shares directly into the market over time, providing financial flexibility for ongoing operations and exploration.
• Strategic Growth: The company continues to evaluate potential acquisitions or joint venture opportunities that align with its strategy of consolidating gold-copper districts.
• Market Outlook: Management monitors gold and copper price trends, which are critical drivers for the economic viability of its future projects.

Financial Health

• Cash and Equivalents: As of November 30, 2025, GoldMining Inc. held approximately $20 million to $30 million CAD in cash and cash equivalents. This represents a decrease from the previous year, reflecting ongoing operational and exploration expenditures.
• Debt: The company maintains a relatively low debt profile, reporting no significant long-term debt obligations.
• Liquidity: The company's cash position, coupled with its At-The-Market (ATM) program, provides financial flexibility to fund ongoing exploration activities and general corporate purposes. Management continuously assesses capital requirements and financing options to ensure sufficient liquidity.

Future Outlook (Guidance, Strategy)

GoldMining Inc.'s future outlook centers on the continued advancement of its project portfolio. The company's strategy includes:

• Resource Expansion and Upgrade: Prioritizing exploration programs to expand existing mineral resources and upgrade inferred resources to higher confidence categories (indicated and measured) through targeted drilling and technical studies.
• Economic Studies: Progressing key projects toward preliminary economic assessments (PEAs) and pre-feasibility studies (PFS) to demonstrate potential economic viability.
• Permitting and Stakeholder Engagement: Continuing to work with local communities, governments, and regulatory bodies to secure necessary permits and maintain a "social license to operate" for its projects.
• Strategic Opportunities: Actively seeking and evaluating opportunities for strategic partnerships, joint ventures, or acquisitions that can enhance its project pipeline or accelerate development.
• Capital Allocation: Prudently managing its capital resources, including utilizing its ATM program, to fund exploration and development activities while minimizing shareholder dilution.
• Market Monitoring: Closely monitoring commodity markets (gold and copper prices) and global economic conditions to inform strategic decisions regarding project advancement and potential development.

Competitive Position

GoldMining Inc. operates in a highly competitive global mineral exploration and mining industry. The company faces intense competition from other exploration and development companies, as well as major mining companies, for:

• Acquisition of attractive mineral properties: Both for new projects and for potential consolidation opportunities.
• Access to capital: Competing for investment funds from institutional and retail investors.
• Skilled personnel: Attracting and retaining experienced geologists, engineers, and management teams.
• Drilling rigs and other exploration equipment: Especially in active exploration regions.

The company's competitive advantages primarily include its diversified portfolio of gold and gold-copper projects across the Americas, its experienced management team, and its strategy of acquiring projects during downturns. However, its early-stage nature means it competes with companies that may have more advanced projects, greater financial resources, or established production.

Corporate Governance & Reporting

GoldMining Inc. maintains robust internal controls over financial reporting, which management confirmed were effective as of November 30, 2025. The company's board includes an "audit committee financial expert," ensuring strong oversight of financial matters. As an "Emerging Growth Company" (EGC) under U.S. securities laws, GoldMining Inc. benefits from certain scaled reporting requirements, which can reduce compliance costs.

Investment Thesis

GoldMining Inc. offers investors exposure to a portfolio of gold and gold-copper exploration projects with significant resource potential. The investment thesis hinges on the company's ability to successfully advance these projects through exploration, resource definition, and economic studies toward a development decision. However, this potential comes with substantial risks inherent in early-stage mineral exploration, including the absence of proven reserves, reliance on external financing, and exposure to commodity price and geopolitical volatilities. Investors should view GoldMining Inc. as a high-risk, high-reward opportunity within the junior mining sector.