GoldMining : CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2022 AND 2021 - Form 6-K

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 28, 2022 AND 2021

(Expressed in Canadian Dollars unless otherwise stated)

GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at February 28, 2022 and November 30, 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

						As at February 28,			As at November 30,
		Notes			2022			2021
					($)			($)
Assets
Current assets
Cash and cash equivalents			6				9,109,258				11,658,308
Other receivables							122,776				40,096
Prepaid expenses and deposits							475,968				528,804
Short-term investment							56,000				50,000
							9,764,002				12,277,208
Non-current assets
Reclamation deposits							523,816				523,816
Land, property and equipment			4				1,971,407				1,789,544
Exploration and evaluation assets			5				55,166,177				54,475,285
Investment in joint venture							1,104,079				999,396
Investment in GRC			3				104,188,500				130,090,220
							172,717,981				200,155,469
Liabilities
Current liabilities
Accounts payable and accrued liabilities							1,126,224				991,913
Due to joint venture							26,850				24,809
Due to related parties			11				18,446				20,793
Lease liabilities							85,030				54,453
Government loan							40,000				-
Margin loan payable			7				12,572,575				12,481,648
							13,869,125				13,573,616
Non-Current Liabilities
Lease liabilities							227,528				69,767
Government loan							-				40,000
Rehabilitation provisions			8				888,375				899,829
Deferred tax liability			3				5,765,377				9,867,859
							20,750,405				24,451,071
Equity
Issued capital			9				131,514,915				131,082,494
Reserves			9				10,651,097				10,106,552
Retained earnings							38,110,330				41,183,972
Accumulated other comprehensive loss							(28,308,766	)			(6,668,620	)
Total equity attributable to shareholders of the Company				151,967,576				175,704,398
							172,717,981				200,155,469

Commitments (Note 13)

Subsequent events (Note 14)

Approved and authorized for issue by the Board of Directors on April 13, 2022.

/s/ "David Kong"		/s/ "Pat Obara"
David Kong Director		Pat Obara Chief Financial Officer

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

1

GoldMining Inc. Condensed Consolidated Interim Statements of Comprehensive Loss For the three months ended February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

						For the three months ended
						February 28,			February 28,
		Notes			2022			2021
						($)			($)
Expenses
Consulting fees							60,349				17,970
Depreciation			4				50,747				45,608
Directors' fees, salaries and benefits			11				267,060				329,490
Exploration expenses			5				347,330				223,702
General and administrative							1,368,486				731,725
Professional fees							541,671				709,079
Share-based compensation			9				683,236				727,103
Share of loss on investment in joint venture							2,219				1,310
							3,321,098				2,785,987
Operating loss							(3,321,098	)			(2,785,987	)
Other items
Interest income							4,154				5,279
Accretion of rehabilitation provisions			8				(2,044	)			(643	)
Financing costs			7				(392,855	)			(2,641	)
Net foreign exchange gain (loss)							31,982				(134,615	)
Net loss for the period before taxes							(3,679,861	)			(2,918,607	)
Deferred income tax recovery			3				606,219				-
Net loss for the period							(3,073,642	)			(2,918,607	)
Attributable to:
Shareholders of the Company							(3,073,642	)			(2,855,838	)
Non-controlling interests							-				(62,769	)
Net loss for the period							(3,073,642	)			(2,918,607	)
Other comprehensive loss
Items that will not be subsequently reclassified to net income or loss:
Unrealized gain (loss) on short-term investments							6,000				(20,000	)
Unrealized loss on investment in GRC			3				(25,901,720	)			-
Deferred tax recovery on investment in GRC			3				3,496,732				-
Item that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments							758,842				(1,596,344	)
Total comprehensive loss for the period							(24,713,788	)			(4,534,951	)
Attributable to:
Shareholders of the Company							(24,713,788	)			(4,472,182	)
Non-controlling interests							-				(62,769	)
Total comprehensive loss for the period							(24,713,788	)			(4,534,951	)
Net loss per share, basic and diluted							(0.02	)			(0.02	)
Weighted average number of shares outstanding, basic and diluted							150,342,635				148,715,493

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

2

GoldMining Inc. Condensed Consolidated Interim Statements of Changes in Equity For the three months ended February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

																						Accumulated			Attributable
																		Retained			Other			to Shareholders			Non-
						Number of			Issued							Earnings			Comprehensive			of the			controlling
		Notes			Shares			Capital			Reserves			(Deficit)			Loss			Company			Interests			Total
										($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2020							148,699,191				128,181,627				9,102,695				(59,934,831	)			(13,046,696	)			64,302,795				1,204,414				65,507,209
Options exercised			9				32,951				79,490				(36,490	)			-				-				43,000				-				43,000
Gold Royalty private placement							-				-				-				84,592				-				84,592				52,836				137,428
Share-based compensation			9				-				-				451,944				258,062				-				710,006				17,097				727,103
Other comprehensive loss							-				-				-				-				(1,616,344	)			(1,616,344	)			-				(1,616,344	)
Net loss for the period							-				-				-				(2,855,838	)			-				(2,855,838	)			(62,769	)			(2,918,607	)
Balance at February 28, 2021							148,732,142				128,261,117				9,518,149				(62,448,015	)			(14,663,040	)			60,668,211				1,211,578				61,879,789
Options exercised			9				1,148,705				1,803,831				(715,237	)			-				-				1,088,594				-				1,088,594
Restricted share rights vested			9				36,540				105,190				(105,190	)			-				-				-				-				-
Issued capital pursuant to:
Settlement of litigation							324,723				526,051				-				-				-				526,051				-				526,051
Issuance cost							-				(6,941	)			-				-				-				(6,941	)			-				(6,941	)
Gold Royalty restricted shares							-				-				-				(402,112	)			-				(402,112	)			402,112				-
Share-based compensation			9				-				-				1,408,830				823,021				-				2,231,851				54,525				2,286,376
Initial recognition of deferred tax benefits of share issuance costs							-				393,246				-				-				-				393,246				-				393,246
Other comprehensive income							-				-				-				-				7,994,420				7,994,420				-				7,994,420
Net income for the period							-				-				-				103,211,078				-				103,211,078				(108,287	)			103,102,791
Deconsolidation of the non-controlling interests							-				-				-				-				-				-				(1,559,928	)			(1,559,928	)
Balance at November 30, 2021							150,242,110				131,082,494				10,106,552				41,183,972				(6,668,620	)			175,704,398				-				175,704,398
Options exercised			9				192,751				410,015				(115,816	)			-				-				294,199				-				294,199
Restricted share rights vested			9				12,500				22,875				(22,875	)			-				-				-				-				-
Share-based compensation			9				-				-				683,236				-				-				683,236				-				683,236
Deferred tax benefits of share issuance costs							-				(469	)			-				-				-				(469	)			-				(469	)
Other comprehensive loss							-				-				-				-				(21,640,146	)			(21,640,146	)			-				(21,640,146	)
Net loss for the period							-				-				-				(3,073,642	)			-				(3,073,642	)			-				(3,073,642	)
Balance at February 28, 2022							150,447,361				131,514,915				10,651,097				38,110,330				(28,308,766	)			151,967,576				-				151,967,576

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

3

GoldMining Inc. Condensed Consolidated Interim Statements of Cash Flows For the three months ended February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

		For the three months ended
		February 28,			February 28,
		2022			2021
		($)			($)
Operating activities
Net loss for the period			(3,073,642	)			(2,918,607	)
Adjustments for items not involving cash:
Depreciation			50,747				45,608
Accretion			2,044				643
Financing costs			392,855				2,641
Equity losses of joint venture			2,219				1,310
Share-based compensation			683,236				727,103
Deferred income tax recovery			(606,219	)			-
Net unrealized foreign exchange loss (gain)			(101,556	)			63,921
Net changes in non-cash working capital items:
Other receivables			(82,680	)			(36,255	)
Prepaid expenses and deposits			52,836				(33,852	)
Accounts payable and accrued liabilities			134,311				(116,216	)
Due to related parties			(2,347	)			7,674
Cash used in operating activities			(2,548,196	)			(2,256,030	)
Investing activities
Investment in royalty			-				(212,098	)
Investment in joint venture			(24,804	)			-
Purchase of equipment			(34,791	)			-
Reclamation deposit			-				30,000
Cash used in investing activities			(59,595	)			(182,098	)
Financing activities
Proceeds from shares issued			294,199				43,000
Payment of lease liabilities			(29,511	)			(28,134	)
Interest paid on margin loan			(197,926	)			-
Payment of short-term credit facility			-				(89,599	)
Proceeds from GRC private placement			-				137,428
Cash generated from financing activities			66,762				62,695
Effect of exchange rate changes on cash			(8,021	)			89,683
Net decrease in cash and cash equivalents			(2,549,050	)			(2,285,750	)
Cash and cash equivalents
Beginning of period			11,658,308				9,193,089
End of period			9,109,258				6,907,339

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

4

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

1.	Corporate Information

GoldMining Inc. is a corporation organized under the laws of British Columbia and was incorporated in the Province of British Columbia, Canada, on September 9, 2009. 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, Peru and other regions of the Americas.

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, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

2.	Basis of Preparation

2.1Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

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, 2021 and 2020. 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 and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), and all values are rounded to the nearest dollar except where otherwise indicated.

The Company's condensed consolidated interim financial statements for the three month period ended February 28, 2022 were authorised for issue by the Company's Board of Directors on April 13, 2022.

2.2Significant accounting judgments and estimates

The preparation of these condensed consolidated interim financial statements requires management to make judgments and 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.

5

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

3.	Investment in GRC

In March 2021, the Company's former subsidiary, Gold Royalty Corp. ("GRC") completed its initial public offering (the "IPO"). Following the completion of the IPO, the Company's ownership in GRC decreased from 87.6% to 48.1% and the Company concluded it no longer had control over GRC. The Company reported the results of GRC as an associate using the equity method effective March 11, 2021. On August 23, 2021, GRC completed the acquisition of Ely Gold Royalties Inc. ("Ely Gold"). Following GRC's acquisition of Ely Gold, the Company's ownership in GRC decreased from 48.1% to 27.6%. Post ownership dilution, two of the Company's directors remained members of GRC's board of seven directors. The Company continued to have the ability to exercise significant influence over GRC following the acquisition of Ely Gold. On November 5, 2021, GRC completed the acquisition of Abitibi Royalties Inc. ("Abitibi") and Golden Valley Mines and Royalties Ltd. ("Golden Valley") and its ownership in GRC fell below 20%. Based on an analysis performed, the Company concluded it no longer had significant influence over GRC and has accounted for its ownership in the common shares of GRC as an investment in GRC initially recognized at fair value and subsequently measured at fair value through other comprehensive income ("FVTOCI") effective November 5, 2021. As at February 28, 2022 the Company owns 20 million shares of GRC.

The changes in investment in GRC, when accounted for at FVTOCI are as follows:

		($)
Balance as at November 30, 2020			-
Initial recognition of investment in GRC			120,832,900
Unrealized gain - November 5, 2021 to November 30, 2021			9,257,320
Balance as at November 30, 2021			130,090,220
Unrealized loss - December 1, 2021 to February 28, 2022			(25,901,720	)
Balance as at February 28, 2022			104,188,500

The Investment in GRC is 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 three months ended February 28, 2022, the Company recorded an unrealized loss of $25,901,720 and a deferred tax recovery of $3,496,732 in other comprehensive loss relating to the investment in GRC. The GRC shares are pledged as security for the Company's margin loan (Note 7).

Deferred Income Tax Recovery

During the three months ended February 28, 2022, the Company recognized a deferred income tax recovery of $606,219 (three months ended February 28, 2021: $nil). This amount has been recorded on a discrete basis as a reliable estimate of the annual effective rate cannot be determined at this time. The Company has recognized a deferred tax liability associated with the investment in GRC, less recognized deferred tax assets. The deferred tax liability related to the investment in GRC has been computed on the assumption that the temporary difference will be reversed as a capital gain.

6

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

4.	Land, Property and Equipment

														Right-of-
														Use Assets
						Buildings and			Office			(Office and)			Exploration
		Land			Camp Structures			Equipment			warehouse space)			Equipment			Vehicles			Total
		($)			($)			($)			($)			($)			($)			($)
Cost
Balance at November 30, 2020			1,027,901				1,155,113				137,558				197,207				231,974				353,935				3,103,688
Additions			-				-				7,787				149,053				-				-				156,840
Change in reclamation estimate			-				55,303				-				-				-				-				55,303
Deconsolidation of GRC			-				-				(2,174	)			-				-				-				(2,174	)
Impact of foreign currency translation			(17,552	)			(17,384	)			(3,263	)			1,756				(5,272	)			(6,755	)			(48,470	)
Balance at November 30, 2021			1,010,349				1,193,032				139,908				348,016				226,702				347,180				3,265,187
Additions			-				-				34,791				216,311				-				-				251,102
Change in reclamation estimate			-				(4,272	)			-				-				-				-				(4,272	)
Impact of foreign currency translation			(8,223	)			(9,709	)			3,298				(1,698	)			321				(1,651	)			(17,662	)
Balance at February 28, 2022			1,002,126				1,179,051				177,997				562,629				227,023				345,529				3,494,355
Accumulated Depreciation
Balance at November 30, 2020			-				521,357				106,807				100,564				230,375				353,935				1,313,038
Depreciation			-				61,635				13,737				109,223				1,028				-				185,623
Deconsolidation of GRC			-				-				(369	)			-				-				-				(369	)
Impact of foreign currency translation			-				(7,707	)			(3,416	)			454				(5,225	)			(6,755	)			(22,649	)
Balance at November 30, 2021			-				575,285				116,759				210,241				226,178				347,180				1,475,643
Depreciation			-				17,920				6,481				26,085				261				-				50,747
Impact of foreign currency translation			-				(4,731	)			3,387				(772	)			325				(1,651	)			(3,442	)
Balance at February 28, 2022			-				588,474				126,627				235,554				226,764				345,529				1,522,948
Net Book Value
At November 30, 2021			1,010,349				617,747				23,149				137,775				524				-				1,789,544
At February 28, 2022			1,002,126				590,577				51,370				327,075				259				-				1,971,407

5.	Exploration and Evaluation Assets

		For the three months
		ended February 28,
		2022			2021
		($)			($)
Balance at the beginning of period			54,475,285				55,885,728
Change in reclamation estimate			(6,191	)			1,500
Foreign currency translation adjustments			697,083				(1,587,353	)
Balance at the end of period			55,166,177				54,299,875

7

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

Exploration and evaluation assets on a project basis are as follows:

		February 28,			November 30,
		2022			2021
		($)			($)
La Mina			13,539,003				13,650,091
Titiribi			11,366,319				11,459,581
Yellowknife			7,141,167				7,147,358
Crucero			6,668,552				6,723,268
Cachoeira			5,791,836				5,351,475
São Jorge			4,879,840				4,508,819
Surubim			1,892,484				1,748,595
Yarumalito			1,449,928				1,461,825
Almaden			1,093,510				1,102,483
Whistler			929,505				937,132
Batistão			219,228				202,560
Montes Áureos and Trinta			167,127				154,420
Rea			27,678				27,678
Total			55,166,177				54,475,285

Exploration Expenditures

Exploration expenditures on a project basis for the periods indicated are as follows:

										For the period from
		For the three months ended			incorporation,
		February 28,			September 9, 2009, to
		2022			2021			February 28, 2022
		($)			($)			($)
La Mina			137,076				58,962				1,361,882
Titiribi			54,078				60,699				1,889,886
São Jorge			38,356				23,445				1,184,514
Whistler			36,684				300				2,922,725
Yellowknife			32,225				33,262				1,176,966
Almaden			23,574				3,824				282,982
Yarumalito			8,899				8,859				123,028
Cachoeira			8,856				34,351				6,749,374
Rea			7,582				-				276,770
Crucero			-				-				312,386
Montes Áureos and Trinta			-				-				1,819,966
Surubim			-				-				209,772
Batistão			-				-				30,902
Other Exploration Expenses			-				-				1,566,198
Total			347,330				223,702				19,907,351

8

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

6.	Cash and Cash Equivalents

		February 28,			November 30,
		2022			2021
		($)			($)
Cash and cash equivalents consist of:
Cash at bank and on hand			3,043,634				2,181,908
Guaranteed Investment Certificates			6,065,624				9,476,400
Total			9,109,258				11,658,308

7.	Margin loan payable

On October 28, 2021, the Company received a margin loan facility for a maximum amount of $24.7 million (US$20 million) (the "Facility") from the Bank of Montreal ("BMO"). The amount of the unutilized portion of the Facility may not exceed US$10,000,000 at any time (the "Unutilized Portion"). The margin loan is subject to an interest rate of 3-month USD LIBOR plus 5.65% per annum and the unutilized portion of the Facility is subject to a standby fee of 3.00% per annum. In addition, the Company agreed to pay a one-time facility fee equal to 1.50% of the Facility.

The Facility is secured by a pledge of the 20,000,000 shares of GRC held by the Company. The Facility matures on the earlier of: (i) October 28, 2022 ("Original Maturity Date"); or (ii) the early payment date on which the outstanding loan amount is fully and finally paid and is subject to customary margin requirements, with margin calls being triggered in the event, among other things, that the loan-to-value ratio is at or above 27.95%. The Company may voluntarily repay the outstanding amount during the term of the Facility, provided that an early payment fee is made equal to the amount that would have been accrued on US$10,000,000 from the early payment date to the Original Maturity Date. The amounts that are voluntarily repaid may be reborrowed by the Company up to the maximum amount of the Facility. The Facility, subject to BMO approval, has a 1 year extension option with an additional fee payable on the Original Maturity Date equal to 1.5% of the Facility. BMO has the option to set the early repayment date when the closing price of GRC's shares is equal to or less than US$2.56.

The following outlines the movement of the margin loan during the three months ended February 28, 2022, and the year ended November 30, 2021:

		US$				$
Initial draw-down			10,000,000				12,388,000
Less: transaction costs and fees			(340,962	)			(422,384	)
Interest expense			108,274				136,003
Unrealized foreign exchange loss			-				380,029
Balance at November 30, 2021			9,767,312				12,481,648
Interest expense			307,224				390,409
Interest paid			(155,345	)			(197,926	)
Unrealized foreign exchange gain			-				(101,556	)
Balance at February 28, 2022			9,919,191				12,572,575

9

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

8.	Rehabilitation Provisions

The Whistler Project's exploration activities are subject to the State of Alaska's laws and regulations governing the protection of the environment. The Whistler Project rehabilitation provision is valued under the following assumptions:

		February 28,			November 30,
		2022			2021
Undiscounted amount of estimated cash flows (US$)			235,000				235,000
Life expectancy (years)			3				4
Inflation rate			7.90	%			6.90	%
Discount rate			1.62	%			0.81	%

In July 2017, the Company acquired the Yellowknife Project and assumed a provision for reclamation of $489,818 related to the restoration of the camp sites. The Yellowknife Project rehabilitation provision is expected to be settled in October 2023 and is valued under the following assumptions:

		February 28,			November 30,
		2022			2021
Undiscounted amount of estimated cash flows (CAD$)			490,000				490,000
Life expectancy (years)			2				2
Inflation rate			5.40	%			4.90	%
Discount rate			1.45	%			0.98	%

The following table summarizes the movements in the rehabilitation provisions:

		February 28,			November 30,
		2022			2021
		($)			($)
Balance at the beginning of period			899,829				815,828
Accretion			2,044				3,735
Change in estimate			(10,463	)			83,328
Foreign currency translation adjustments			(3,035	)			(3,062	)
Total			888,375				899,829

9.	Share Capital

9.1Authorized

The authorized share capital of the Company is comprised of an unlimited number of common shares without par value.

At-the-Market Equity Program

On December 10, 2021, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "ATM Program").

10

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

Pursuant to the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares"). The ATM Shares sold under the ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Unless earlier terminated by the Company or the agents as permitted therein, the ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) January 1, 2023.

During the three months ended February 28, 2022, no common shares were distributed by the Company under the ATM Program.

9.2Reserves

		Restricted Shares ($)			Share Options ($)			Warrants ($)			Total ($)
Balance at November 30, 2020			26,305				5,535,605				3,540,785				9,102,695
Options exercised			-				(36,490	)			-				(36,490	)
Share-based compensation			49,335				402,609				-				451,944
Balance at February 28, 2021			75,640				5,901,724				3,540,785				9,518,149
Options exercised			-				(715,237	)			-				(715,237	)
Restricted share rights vested			(105,190	)			-				-				(105,190	)
Share-based compensation			66,949				1,341,881				-				1,408,830
Balance at November 30, 2021			37,399				6,528,368				3,540,785				10,106,552
Options exercised			-				(115,816	)			-				(115,816	)
Restricted share rights vested			(22,875	)			-				-				(22,875	)
Share-based compensation			44,829				638,407				-				683,236
Balance at February 28, 2022			59,353				7,050,959				3,540,785				10,651,097

9.3Share Options

The Company's share option plan (the "Option Plan") was approved by the Board of Directors of the Company (the "Board") on January 28, 2011, and amended and restated on October 30, 2012, October 11, 2013, October 18, 2016 and April 5, 2019. Pursuant to the terms of the Option Plan, the Board may designate directors, officers, employees and consultants of the Company eligible to receive incentive share options ("Option(s)") to acquire such numbers of GoldMining Shares as the Board may determine, each Option so granted being for a term specified by the Board up to a maximum of five years from the date of grant. The Options vest in accordance with the vesting schedule during the optionee's continual service with the Company. The maximum number of GoldMining Shares reserved for issuance for Options granted under the Option Plan at any time is 10% of the issued and outstanding GoldMining Shares in the capital of the Company. The Option Plan, as amended and restated, was affirmed, ratified and approved by the Company's shareholders in accordance with its terms at the Annual General Meeting held on May 25, 2019.

11

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

The following outlines movements of the Company's Options:

		Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2020			10,732,000				1.51
Exercised(1)			(45,000	)			1.62
Balance at February 28, 2021			10,687,000				1.51
Granted			3,015,000				1.84
Exercised			(1,152,850	)			0.98
Expired			(105,000	)			2.50
Balance at November 30, 2021			12,444,150				1.63
Granted			93,945				1.89
Exercised(2)			(206,770	)			1.57
Expired			(15,000	)			1.50
Balance at February 28, 2022			12,316,325				1.64

(1)

During the three months ended February 28, 2021, the Company issued 32,951 common shares at a weighted average trading price of $2.55. The common shares were issued pursuant to the exercise of 45,000 share options, of which 7,951 common shares were issued pursuant to the exercise of 20,000 share options on a net exercise basis.

(2)

During the three months ended February 28, 2022, the Company issued 192,751 common shares at a weighted average trading price of $2.02. The common shares were issued pursuant to the exercise of 206,770 share options, of which 5,981 common shares were issued pursuant to the exercise of 20,000 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:

		Three months ended February 28, 2022			Three months ended February 28, 2021
Risk-free interest rate			1.39	%			-
Expected life (years)			2.73				-
Expected volatility			61.52	%			-
Expected dividend yield			0.00	%			-
Estimated forfeiture rate			3.13	%			-

12

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable at February 28, 2022, 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)
$0.78 - $0.84			1,762,500				0.78				1.74				1,762,500				0.78				1.74
$0.85 - $1.05			2,214,500				1.05				2.46				2,214,500				1.05				2.46
$1.06 - $1.72			3,365,000				1.59				0.68				3,296,250				1.59				0.60
$1.73 - $1.84			2,745,000				1.83				4.57				746,250				1.82				4.20
$1.85 - $3.38			2,229,325				2.74				3.46				1,706,630				2.74				3.43
			12,316,325				1.64				2.52				9,726,130				1.54				2.00

The fair value of the Options recognized as share-based compensation expense during the three months ended February 28, 2022, was $638,407 (three months ended February 28, 2021: $402,609), using the Black-Scholes option pricing model.

9.4Restricted Share Rights

The Company's restricted share plan (the "RSP") was approved by the Board of Directors of the Company (the "Board") on November 27, 2018. Pursuant to the terms of the RSP, 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 RSP was approved by the Company's shareholders in accordance with its term at the Company's annual general meeting held on May 25, 2019.

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 has the ability and intent to settle 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 new common shares from treasury.

The following outlines the movements of the Company's RSRs:

		Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2020 and February 28, 2021			49,040				2.88
Granted			50,000				1.83
Vested			(36,540	)			2.88
Balance at November 30, 2021			62,500				2.04
Vested			(12,500	)			1.83
Balance at February 28, 2022			50,000				2.09

The fair value of the RSRs recognized as share-based compensation expense during the three months ended February 28, 2022 was $44,829 (three months ended February 28, 2021: $49,335).

13

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

10.	Financial Instruments

The Company's financial assets include cash and cash equivalents, short-term investment, reclamation deposits and the investment in GRC. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties, margin loan payable and government loan. 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, accounts payable and accrued liabilities, due to joint venture, due to related parties and government loan amounts approximate fair value due to their short terms to settlement. The Company's margin loan payable is measured at amortized cost and classified as level 2 within the fair value hierarchy. The carrying value of the margin loan approximates its fair value as there have been no significant changes in the underlying credit and market rate risks since its initial negotiation.

The Company's short-term investment and investment in GRC are measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of the short-term investment and investment in GRC are determined by obtaining the quoted market price of the short-term or investment in GRC and multiplying it by the quantity of shares held by the Company.

10.1Financial Risk Management Objectives and Policies

The financial risk arising from the Company's operations are currency risk, credit risk, liquidity risk and commodity 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.

10.2Currency 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 foreign exchange exposure.

14

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

The Canadian dollar equivalents of the Company's foreign currency denominated monetary assets are as follows:

		February 28,			As at November 30,
		2022			2021
		($)			($)
Assets
United States Dollar			111,444,915				138,692,454
Brazilian Real			35,754				17,610
Colombian Peso			84,358				183,151
Total			111,565,027				138,893,215

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $12,922,667.

The impact of a Canadian dollar change against United States Dollar on investment in GRC by 10% at February 28, 2022 would have an impact, net of tax, of approximately $9,012,305 on other comprehensive loss for the three months ended February 28, 2022. The impact of a Canadian dollar change against U.S. dollars on the Company's other financial instruments based on balances at February 28, 2022 would have an impact of $554,614 on net loss for the three months ended February 28, 2022.

10.3Interest 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 market interest rates. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash, guaranteed investment certificates, lease liabilities and margin loan payable, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash and cash equivalents, lease liabilities and government loan payable are minimal. The Company's margin loan bears a floating interest rate and an increase (decrease) of 10 basis points in 3-month USD LIBOR would not have a significant impact on net loss for the three months ended February 28, 2022. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

10.4Credit 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 balance by only holding cash and cash equivalents with large, reputable financial institutions.

10.5Liquidity 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 February 28, 2022, the Company has a working capital deficit (current assets less current liabilities) of $4,105,123. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities, government loan and margin loan are expected to be realized or settled within a one-year period.

The Company has current cash and cash equivalent balances and ownership of liquid assets at its disposal. The Company also owns 20 million shares of NYSE listed Gold Royalty Corp. (closing share price as of February 28, 2022 of US$4.11 reflects a value of US$82,200,000) (Note 3). On January 18, 2022, GRC announced a quarterly cash dividend of US$0.01 per common share to be paid quarterly starting on March 31, 2022, which would amount to quarterly dividend payments of US$200,000 to be received by the Company. GoldMining believes that its cash on hand, its existing credit facility and ability to enter into future borrowings collateralized by the GRC shares after the maturity of the existing facility will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

15

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

10.6Other Price Risk

The Company is exposed to equity price risk as a result of holding an investment in GRC. The Company does not actively trade this investment. The equity price of this investment is impacted by various underlying factors including commodity prices. Based on the Company's investment in GRC held as at February 28, 2022, a 10% change in the equity price of this investment would have an impact, net of tax, of approximately $9,012,305 on other comprehensive loss for the three months ended February 28, 2022.

11.	Related Party Transactions

11.1Related Party Transactions

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

●

During the three months ended February 28, 2022, the Company incurred $nil (three months ended February 28, 2021: $10,500) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid in the prior period were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. The Company also granted Options to the related party with the fair value of the Options expensed during the three months ended February 28, 2022, in the amount of $7,345 (three months ended February 28, 2021: $4,086), using the Black-Scholes option pricing model.

●

During the three months ended February 28, 2022, the Company incurred $36,113 (three months ended February 28, 2021: $16,800) 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 its Chairman and are within industry standards. As at February 28, 2022, $5,139 was payable to such related party (November 30, 2021: $nil) and $66,667 is included in prepaid expenses and deposits (November 30, 2021: $nil).

Related party transactions are based on the amounts agreed to by the parties. During the three months ended February 28, 2022, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

11.2Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and including directors' fees, for the three months ended February 28, 2022, comprised of:

		For the three months ended
		February 28,
		2022			2021
		($)			($)
Management Fees			40,970				55,970
Director and Officer Fees			62,647				111,265
Share-based compensation			342,631				476,394
Total			446,248				643,629

As at February 28, 2022, $13,307 was payable to key management personnel for services provided to the Company (November 30, 2021: $20,793). 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.

16

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

12.	Segmented Information

The Company conducts its business as a single operating segment, being the acquisition, exploration and development of mineral properties. 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:

		Total non-current assets			Total liabilities
		As at February 28,			As at November 30,			As at February 28,			As at November 30,
		2022			2021			2022			2021
		($)			($)			($)			($)
Canada			112,145,354				137,820,266				20,113,726				23,748,802
Colombia			27,818,385				28,055,990				52,927				118,692
Brazil			14,054,593				12,965,266				72,007				72,704
Peru			6,669,346				6,724,336				-				-
United States			2,266,301				2,312,403				511,745				510,873
Total			162,953,979				187,878,261				20,750,405				24,451,071

		Total operating loss
		For the three months ended
		February 28, 2022			February 28, 2021
		($)			($)
Canada			2,790,650				2,389,740
Colombia			285,929				238,222
Brazil			161,122				121,777
United States			80,389				29,728
Peru			3,008				6,520
Total			3,321,098				2,785,987

13.	Commitments

Boa Vista Joint Venture Project

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of Boa Vista Gold Inc. ("BVG") , and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and a further 1.5% net smelter return royalty is payable by BVG to Majestic if Majestic's holdings in BVG drop below 10%.

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3,620,000 in September 2018 to the counterparty thereunder. In May 2019, GT renegotiated the terms of the mineral rights agreement with respect to the aforementioned payment. As a result of the amended terms of the mineral rights agreement, GT paid R$400,000 in May 2019 to the counterparty and a further R$3,220,000 will be due in December 2022. If GT fails to make such payment, subject to a cure period, the counterparty may seek to terminate the agreement and the mineral rights that are the subject of the agreement will be returned to the counterparty.

17

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

Surubim Project

Jarbas Agreement

The Company is required to make the following remaining payments:

●

US$628,660 (payable in R$ equivalent) in December 2022.

If the Company's subsidiary fails to make any of the aforementioned payments, subject to a cure period, the counterparty may seek to terminate the agreement and the interest in the exploration license will be returned to the counterparty.

Altoro Agreement

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 an aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon ANM granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. Surface rights over a portion of the La Garrucha concession contract is subject to a surface rights lease agreement and an option agreement as outlined below:

Pursuant to a surface rights lease agreement dated July 6, 2016, and amended August 19, 2016, April 4, 2017, November 5, 2018, and July 10, 2020, the Company can lease the surface rights over a portion of the La Garrucha concession contract by making the following remaining payments:

●

US$25,000 in June 2022; and

●

US$55,000 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, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

In addition to the La Garrucha agreements, Jarbas Agreement, Altoro Agreement and Boa Vista Mineral Rights Agreement as at February 28, 2022, the Company is renting or leasing various offices and storage spaces located in Brazil, Colombia and Peru that relate to lease agreements with terms of 12 months or less from the date of initial application or relate to low value assets.

18

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements As at February 28, 2022 and 2021 (Unaudited, expressed in Canadian dollars unless otherwise stated)

Future rental payments are as follows:

		Amount ($)
Due within 1 year			54,232
1 - 3 years			8,555
3 - 5 years			-
More than 5 years			-
Total			62,787	(1)

(1)

Includes $21,832 related to low value assets and $40,955 related to short-term leases on the date of initial application.

The Company's commitments related to long-term leases at the date of initial application, that do not relate to low value assets, are disclosed as lease liabilities.

14.	Subsequent Events

Subsequent to February 28, 2022, the Company issued 1,482,505 ATM Shares under the ATM Program for gross proceeds of approximately $3.5 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.1 million.

On March 14, 2022, the Company announced that it acquired an existing 1% net smelter return ("NSR") royalty on the Company's Yarumalito Project in Colombia from Newrange Gold Corp. ("Newrange"). Pursuant to the agreement, the Company paid Newrange $100,000 in cash and delivered 10,000 common shares of the Company.

On April 12, 2022, the Company acquired 250,000 common shares of GRC at an average price of US$4.23 per share through open market purchases over the facilities of the NYSE American.

19