6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2020.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant's name into English)

Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F ☒ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Condensed consolidated interim financial statements for the three and nine months ended August 31, 2020 and 2019 (unaudited).
99.2	Management’s discussion and analysis for the three and nine months ended August 31, 2020.
99.3	Certification of interim filings – CEO, dated October 13, 2020.
99.4	Certification of interim filings – CFO, dated October 13, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLDMINING INC.

By: /s/ Pat Obara                         Pat Obara Chief Financial Officer

Date: October 13, 2020

EX-99.1

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

AUGUST 31, 2020 AND 2019

(Expressed in Canadian Dollars unless otherwise stated)

GOLDMINING INC.

Notice to Reader

The accompanying unaudited condensed consolidated interim financial statements of GoldMining Inc. have been prepared and are the responsibility of its management. GoldMining Inc.'s independent auditor has not performed a review of these unaudited condensed consolidated interim financial statements

GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at August 31, 2020 and November 30, 2019 (Unaudited, expressed in Canadian dollars unless otherwise stated) 

		As at August 31,			As at November 30,
	Notes	2020			2019
		($)			($)
Assets
Current assets
Cash and cash equivalents	8		7,125,142			6,477,885
Other receivables	9		44,718			70,810
Prepaid expenses and deposits			379,987			265,469
Short-term investments	10		140,000			50,000
			7,689,847			6,864,164
Non-current assets
Reclamation deposits	4		553,816			553,816
Land, property and equipment	5		1,766,374			1,818,483
Exploration and evaluation assets	6		55,693,052			57,650,312
Investment in joint venture	7		1,050,768			1,388,352
			66,753,857			68,275,127
Liabilities
Current liabilities
Accounts payable and accrued liabilities	11		1,847,840			1,634,452
Due to joint venture	7		26,031			34,283
Due to related parties	18		19,425			143,958
Lease liability	12		53,984			-
			1,947,280			1,812,693
Non-Current Liabilities
Government loan payable	13		40,000			-
Rehabilitation provisions	14		820,578			816,694
			2,807,858			2,629,387
Equity
Issued capital	15		126,163,855			115,499,094
Reserves	15		9,164,561			9,939,966
Accumulated deficit			(58,220,023	)		(51,227,491	)
Accumulated other comprehensive loss			(13,162,394	)		(8,565,829	)
			63,945,999			65,645,740
			66,753,857			68,275,127

Commitments (Note 20)

Subsequent events (Note 21)

Approved and authorized for issue by the Board of Directors on October 9, 2020.

/s/ "David Kong"

David Kong

Director

/s/ "Pat Obara"

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 and nine months ended August 31, 2020 and 2019  (Unaudited, expressed in Canadian dollars unless otherwise stated)  

			For the three months						For the nine months
			ended August 31,						ended August 31,
	Notes		2020			2019			2020			2019
			($)			($)			($)			($)
Expenses
Consulting fees				120,121			70,958			388,197			181,290
Depreciation		5		68,713			52,240			220,917			158,351
Directors' fees, salaries and benefits		18		184,251			261,652			620,394			982,773
Exploration expenses		6		424,539			412,613			901,815			1,067,491
General and administrative				943,969			262,943			1,941,112			756,148
Professional fees				389,130			161,235			694,116			413,998
Share-based compensation		15		1,085,091			386,770			1,976,417			976,135
Share of loss on investment in joint venture		7		1,096			4,906			4,018			10,815
				3,216,910			1,613,317			6,746,986			4,547,001
Operating loss				(3,216,910	)		(1,613,317	)		(6,746,986	)		(4,547,001	)
Other items
Interest income				9,621			34,451			66,018			124,349
Accretion of rehabilitation provisions		14		(3,301	)		(4,968	)		(9,899	)		(14,861	)
Financing costs		12		(695	)		-			(2,341	)		-
Write-off of exploration and evaluation assets		6		(10,091	)		-			(10,091	)		-
Gain on settlement of accounts payable				-			-			-			53,986
Gain on disposal of equipment		5		494			-			10,391			-
Net foreign exchange loss				(5,529	)		-			(299,624	)		-
Net loss for the period				(3,226,411	)		(1,583,834	)		(6,992,532	)		(4,383,527	)
Other comprehensive loss
Item that will not be subsequently reclassified to net income or loss:
Unrealized gain on short-term investments		10		70,000			40,000			90,000			55,000
Item that may be reclassified subsequently to net income or loss:				-			-						-
Foreign currency translation adjustments				(3,026,112	)		(1,890,520	)		(4,686,565	)		(1,335,390	)
Total comprehensive loss for the period				(6,182,523	)		(3,434,354	)		(11,589,097	)		(5,663,917	)
Net loss per share, basic and diluted				(0.02	)		(0.01	)		(0.05	)		(0.03	)
Weighted average number of shares outstanding, basic and diluted				146,588,834			138,191,185			145,298,223			137,644,442

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 nine months ended August 31, 2020 and 2019  (Unaudited, expressed in Canadian dollars unless otherwise stated)  

													Accumulated
													Other
			Number of		Issued								Comprehensive
	Notes		Shares		Capital		Reserves			Deficit			Loss			Total
					($)		($)			($)			($)			($)
Balance at November 30, 2018				136,510,352		113,207,461		9,248,584			(45,011,517	)		(6,955,266	)		70,489,262
Options exercise		15		144,250		159,497		(50,032	)		-			-			109,465
Restricted share rights vested		15		70,000		54,600		(54,600	)		-			-			-
Warrants exercise		15		1,509,602		1,446,088		(313,886	)		-			-			1,132,202
Issued capital pursuant to acquisiton of:
Exploration and evaluation assets				58,761		50,000		-			-			-			50,000
Share-based compensation		15		-		-		976,135			-			-			976,135
Foreign currency translation adjustments				-		-		-			-			(1,335,390	)		(1,335,390	)
Unrealized gain on short-term investments		10		-		-		-			-			55,000			55,000
Net loss for the period				-		-		-			(4,383,527	)		-			(4,383,527	)
Balance at August 31, 2019				138,292,965		114,917,646		9,806,201			(49,395,044	)		(8,235,656	)		67,093,147
Options exercise		15		70,000		72,518		(22,018	)		-			-			50,500
Restricted share rights vested		15		60,000		46,800		(46,800	)		-			-			-
Warrants exercise		15		480,000		462,130		(102,130	)		-			-			360,000
Share-based compensation		15		-		-		304,713			-			-			304,713
Foreign currency translation adjustments				-		-		-			-			(310,173	)		(310,173	)
Unrealized gain on short-term investments		10		-		-		-			-			(20,000	)		(20,000	)
Net loss for the period				-		-		-			(1,832,447	)		-			(1,832,447	)
Balance at November 30, 2019				138,902,965		115,499,094		9,939,966			(51,227,491	)		(8,565,829	)		65,645,740
Options exercise		15		3,389,314		5,158,645		(1,835,794	)		-			-			3,322,851
Restricted share rights vested		15		108,951		113,462		(113,462	)		-			-			-
Warrants exercise		15		3,771,986		3,631,554		(802,566	)		-			-			2,828,988
Issued capital pursuant to acquisiton of:
Exploration and evaluation assets		6		1,455,978		1,761,100		-			-			-			1,761,100
Share-based compensation		15		-		-		1,976,417			-			-			1,976,417
Foreign currency translation adjustments				-		-		-			-			(4,686,565	)		(4,686,565	)
Unrealized gain on short-term investments		10		-		-		-			-			90,000			90,000
Net loss for the period				-		-		-			(6,992,532	)		-			(6,992,532	)
Balance at August 31, 2020				147,629,194		126,163,855		9,164,561			(58,220,023	)		(13,162,394	)		63,945,999

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 and nine months ended August 31, 2020 and 2019  (Unaudited, expressed in Canadian dollars unless otherwise stated)

	For the three months						For the nine months
	ended August 31,						ended August 31,
	2020			2019			2020			2019
	($)			($)			($)			($)
Operating activities
Net loss for the period		(3,226,411	)		(1,583,834	)		(6,992,532	)		(4,383,527	)
Adjustments for items not involving cash:
Depreciation		68,713			52,240			220,917			158,351
Accretion		3,301			4,968			9,899			14,861
Financing costs		695			-			2,341			-
Equity losses of joint venture		1,096			4,906			4,018			10,815
Share-based compensation		1,085,091			386,770			1,976,417			976,135
Write-off of exploration and evaluation assets		10,091			-			10,091			-
Gain on disposal of equipment		(494	)		-			(10,391	)		-
Net unrealized foreign exchange loss		3,157			-			277,244			-
Net changes in non-cash working capital items:
Other receivables		26,408			47,581			26,092			53,039
Prepaid expenses and deposits		(63,628	)		(17,293	)		(202,734	)		(67,978	)
Accounts payable and accrued liabilities		351,938			141,449			(63,857	)		(333,961	)
Due to related parties		12,836			2,918			(124,533	)		2,918
Cash used in operating activities		(1,727,207	)		(960,295	)		(4,867,028	)		(3,569,347	)
Investing activities
Investment in exploration and evaluation assets		(25,732	)		(96,330	)		(885,387	)		(146,330	)
Investment in joint venture		-			(7,200	)		-			(151,700	)
Purchase of equipment		3,225			-			(30,238	)		-
Proceeds on disposal of equipment		494			-			10,391			-
Cash used in investing activities		(22,013	)		(103,530	)		(905,234	)		(298,030	)
Financing activities
Proceeds from shares and warrants issued		1,738,454			96,325			6,151,839			1,241,667
Payment of lease liability		(29,827	)		-			(75,298	)		-
Proceeds from government loan payable		-			-			40,000			-
Cash generated from financing activities		1,708,627			96,325			6,116,541			1,241,667
Effect of exchange rate changes on cash		55,073			6,125			302,978			(5,239	)
Net increase (decrease) in cash and cash equivalents		14,480			(961,375	)		647,257			(2,630,949	)
Cash and cash equivalents
Beginning of period		7,110,662			7,974,640			6,477,885			9,644,214
End of period		7,125,142			7,013,265			7,125,142			7,013,265

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

4

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

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, and domiciled in Canada. 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. changed its name from Brazil Resources Inc. on December 5, 2016 and continued under the Canada Business Corporations Act on December 6, 2016.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD". The GoldMining Shares are listed on the NYSE American (the "NYSE") under the symbol GLDG and on the Frankfurt Stock Exchange under the symbol "BSR". As at August 31, 2020, the head office and principal address of the Company was Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

2. Basis of Preparation

2.1 Statement of compliance

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). They were authorised for issue by the Company's Board of Directors on October 9, 2020.

2.2 Basis of presentation

The Company's consolidated financial statements have been prepared on a historical cost basis. The Company's consolidated financial statements and those of its wholly controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), which is the Company's reporting currency, and all values are rounded to the nearest dollar except where otherwise indicated.

2.3 Basis of consolidation

The consolidated financial statements include the financial statements of GoldMining Inc. and its wholly controlled subsidiaries. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of comprehensive loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

5

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Subsidiaries

The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. The Company's principal operating subsidiaries are as follows:

Subsidiary	Place of Incorporation	Ownership Percentage (%)
1818403 Alberta Ltd.	Alberta, Canada	100
507140 N.W.T. Ltd.	Northwest Territories, Canada	100
Bellhaven Copper and Gold Inc.	British Columbia, Canada	100
Bellhaven Exploraciones Inc. Sucursal Colombia	Colombia	100
Blue Rock Mining S.A.C.	Peru	100
Brasil Desenvolvimentos Minerais Ltda.	Brazil	100
Brazilian Gold Corporation	British Columbia, Canada	100
Brazilian Resources Mineração Ltda.	Brazil	100
BRI Alaska Corp.	United States	100
BRI Mineração Ltda.	Brazil	100
GoldMining Exploraciones S.A.S.	Colombia	100
GMI Idaho Corp.	United States	100
Gold Royalty Corp.	British Columbia, Canada	100
Mineração Regent Brasil Ltda.	Brazil	100
Sunward Resources Sucursal Columbia	Colombia	100

3. Summary of Significant Accounting Policies

Foreign currencies

The reporting currency of the Company and its subsidiaries is the Canadian dollar ("$" or "dollars"). The functional currency of the Company and its subsidiaries in Canada is the Canadian dollar and the functional currency of its subsidiaries in Brazil is the Brazilian Real ("R$") and its subsidiaries in the United States, Paraguay, Colombia and Peru is the United States dollar ("US$"). Foreign operations are translated into Canadian dollars using period end exchange rates as to assets and liabilities and average exchange rates as to income and expenses. All resulting exchange differences are recognized in other comprehensive loss.

Investment in joint venture

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The Company's investment in its joint venture is accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Company's share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is not tested for impairment individually.

The consolidated statement of comprehensive loss reflects the Company's share of the results of operations of the joint venture. Any change in other comprehensive loss of those investees is presented as part of the Company's other comprehensive loss. In addition, when there has been a change recognised directly in the equity of the joint venture, the Company recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Company and the joint venture are eliminated to the extent of the interest in the joint venture.

The financial statements of the joint venture are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line with those of the Company.

6

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Mineral exploration, evaluation and development expenditures

All direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. The Company assesses the carrying costs for impairment when indicators of impairment exist. All other exploration and evaluation expenditures are charged to operations incurred until such time as it has been determined that a property has economically recoverable reserves, in which case subsequent exploration and evaluation costs and the costs incurred to develop a property are capitalized into mineral properties. On the commencement of commercial production, depletion of each mineral property will be provided on a unit-of-production basis using estimated reserves as the depletion base.

Mineral property option agreements

When the Company acts as the farmee in a farm-in mineral property option agreement, the direct costs to enter into the agreement are capitalized to exploration and evaluation assets. All exploration and evaluation expenditures incurred by the Company in fulfilling the terms of the agreement are expensed as incurred, until such time as the option is exercised or lapses.

When the Company acts as the farmor in an agreement, it does not record any expenditures made by the farmee. It does not recognize any gain or loss on its exploration and evaluation farm out mineral property option agreements, and instead records any proceeds received as a credit to the amounts previously capitalized as mineral property acquisition costs. Any amounts received in excess of amounts capitalized are taken as a gain to the consolidated statement of comprehensive loss.

Income Taxes

Income tax expense represents the sum of tax currently payable and deferred tax. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of each reporting period. Deferred income tax is provided using the liability method on temporary differences, at the end of each reporting period, between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

● where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

● in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

● where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

● in respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

7

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of comprehensive loss.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Financial instruments

Financial instruments are recognized on the consolidated statements of financial position on the trade date, being the date on which the Company becomes a party to the contractual provisions of the financial instrument. At initial recognition, the Company classifies its financial instruments as one the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI"), or at amortized cost according to the financial instruments' contractual cash flow characteristics and the business models under which they are held.

Financial assets are measured at amortized cost if they are held for the collection of contractual cash flows where those cash flows solely represent payments of principal and interest. The Company's intent is to hold these financial assets in order to collect contractual cash flows and the contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. Financial assets are measured at FVTOCI if they are held for the collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest. The Company initially recognizes these financial assets at their fair value with subsequent changes to fair values recognized in OCI. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to the statement of loss.

Financial assets are measured at FVTPL if they do not qualify as financial assets at amortized cost or FVTOCI. The Company initially recognizes these financial assets at their fair value with subsequent changes to fair values recognized in the statement of loss. Financial liabilities are measured at amortised cost unless they are required to be measured at FVTPL.

The Company's financial instruments consist of cash and cash equivalents, other receivables, short-term investments, reclamation deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liability and government loan payable. All financial instruments are initially recorded at fair value and classified as follows:

● Cash and cash equivalents, other receivables and reclamation deposits are classified as financial assets at amortized cost. Accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liability and government loan payable are classified as financial liabilities at amortized cost. Both financial assets at amortized cost and financial liabilities at amortized cost are subsequently measured using the effective interest method; and

8

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

● Short-term investments in equity securities are classified as fair value through other comprehensive income ("FVTOCI"). Such investments are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized as a component of other comprehensive loss. Realized gains or losses on equity securities classified as FVTOCI remain in OCI.

Impairment of financial assets

The Company assesses at the end of each reporting period whether a financial asset is impaired.

At each reporting date, the Company assesses the expected credit loss associated with its financial assets carried at amortized cost and FVTOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Changes in allowances for expected credit losses are recognized as impairment gains or losses on the statement of loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognized when the rights to receive cash flows from the assets expire or, the financial assets are transferred and the Company has transferred substantially all the risks and rewards of ownership of the financial assets. On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is recognized in profit or loss.

For financial liabilities, they are derecognized when the obligation specified in the relevant contract is discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date are determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs.

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm's length market transactions; reference to the current fair value of another instrument that is substantially the same; a discounted cash flow analysis or other valuation models.

Impairment of non-financial assets

Exploration and evaluation assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. An impairment loss is charged to profit or loss.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash-general units). As a result, some assets may be tested individually for impairment and some are tested at a cash-generating unit level.

Impairment reviews for mineral properties are carried out on a property by property basis, with each property representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise, but typically when one of the following circumstances apply:

● The right to explore the area has expired or will expire in the near future with no expectation of renewal;

9

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

● Substantive expenditure on further exploration for and evaluation of mineral resources in the area is neither planned nor budgeted;

● No commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and

● Sufficient work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as finance cost.

Rehabilitation provisions

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of exploration and evaluation assets and property and equipment, when those obligations result from the acquisition, construction, development or normal operation of the asset. Rehabilitation provisions are measured at the present value of the expected expenditures required to settle the obligation using a discount rate reflecting the time value of money and risks specific to the liability. Upon initial recognition of the liability, the present value of the estimated cost is capitalized by increasing the carrying amount of the related assets. Over time, the discounted liability is increased based on the unwind of the discount rate. The periodic unwinding of the discount is recognized in profit or loss as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. Changes in the estimated timing of rehabilitation or changes to the estimated future costs are dealt with prospectively by recognising an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates.

Cash and cash equivalents

Cash and cash equivalents comprise cash on deposit with banks and highly liquid short-term interest-bearing investments with a term to maturity at the date of purchase of 90 days or less which are subject to an insignificant risk of change in value.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

10

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Net loss per share

Basic net loss per share includes no potential dilution and is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period.

The basic and diluted net loss per share are the same as the Company has are no instruments that have a dilutive effect on earnings.

Property and equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives. Property and equipment are depreciated over an estimated useful life as follows:

	(in years)
Buildings and Camp Structures		5 to 10
Exploration equipment		5
Vehicles		5
Furniture and fixtures		5
Computer equipment		3
Computer software		1

When an item of property and equipment has different useful lives, the components are accounted for as separate items of property and equipment. Expenditures incurred to replace a component of an item of property and equipment that is accounted for separately, including major inspection and overhaul expenditures are capitalized if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the consolidated statement of comprehensive loss as incurred.

Share-based payments

Restricted share rights

The Company grants restricted share rights (the "RSRs") to certain directors, officers, employees and consultants to receive shares of 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 fair value of RSRs granted is recognized as an expense over the vesting period with a corresponding increase in equity. The fair value is measured at grant date and recognized over the period during which the RSRs vest.

The vesting of RSRs and issuance of common shares in the Company is recorded as issued capital and the related share-based compensation reserve is transferred to issued capital

Share options

The Company grants share options to certain directors, officers, employees, and consultants of the Company. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share-based awards.

The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. The fair value is measured at grant date and recognized over the period during which the options vest.

For consultants, the fair value of the award is recorded in profit or loss over the term of the service provided, and the fair value of the unvested amounts are revalued at each reporting period over the service period.

11

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Consideration received on the exercise of share options is recorded as issued capital and the related share-based compensation reserve is transferred to issued capital.

Significant accounting judgments and estimates

The preparation of these consolidated 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 consolidated financial statements is as follows:

Existence of impairment indicators for exploration and evaluation assets

In accordance with the Company's accounting policy, all direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. There is no certainty that costs incurred to acquire exploration rights will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the three and nine months ended August 31, 2020, is as follows:

Recognition and measurement of rehabilitation provisions

A rehabilitation provision represents the present value of estimated future costs or the rehabilitation of the Company's mineral properties. These estimates include assumptions as to the future activities, cost of services, timing of the rehabilitation work to be performed, inflation rates, exchange rates and interest rates. The actual cost to rehabilitate a mineral property may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the rehabilitation of a mineral property. Management periodically reviews the rehabilitation requirements and adjusts the liability as new information becomes available and will assess the impact of new regulations and laws as they are enacted.

3.2 Adoption of new accounting standards

The accounting policies disclosed in the notes to the consolidated financial statements of the Company for the year ended November 30, 2019 have been applied consistently to all periods presented in these condensed consolidated interim financial statements, except as outlined below.

Effective December 1, 2019, the Company adopted IFRS 16, Leases ("IFRS 16"). In January 2016, the IASB published a new standard, IFRS 16 which replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The new standard provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value. Lessor accounting remains largely unchanged from IAS 18 and the distinction between operating and finance leases is retained.

12

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The Company's accounting policy under IFRS 16 is as follows:

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset of the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Company's incremental borrowing rate. The incremental borrowing rate is a function of the Company's incremental borrowing rate, the nature of the underlying asset, the location of the asset and the length of the lease. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

The Company has elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are recognized as expenses on a straight-line basis over the lease term. Further, the Company has elected not to separate non-lease components from lease components, by class of underlying asset, and instead will account for each lease component and any associated non-lease components as a single lease component.

Effective December 1, 2019, the Company adopted IFRS 16 retrospectively, with the cumulative effect of initially applying the standard as an adjustment to retained earnings and no restatement of comparative information. As the Company elected to measure its right-of-use asset at an amount equal to the associated lease liability, the adjustment to retained earnings was $nil. Upon adoption of IFRS 16, the Company recognized an additional right-of-use asset and lease liability related to office space in the amount of $65,794 (notes 5 and 12).

	As reported as at					Restated balance as at
	November 30, 2019		Adjustments			December 1, 2019
	($)		($)			($)
Land, Property and Equipment		1,818,483		65,794			1,884,277
Lease liability		-		(65,794	)		(65,794	)
		1,818,483		-			1,818,483

When measuring its lease liability, the Company discounted lease payments using its incremental borrowing rate of 4.44% at December 1, 2019.

13

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The Company has elected to apply the following practical expedients:

● The Company has elected to account for leases which the lease term ends within 12 months of the date of initial application as short-term leases.

● The Company has elected not to separate non-lease components from lease components, by class of underlying asset, and instead will account for each lease component and any associated non-lease components as a single lease component.

● The Company will apply the exemption for low value items. These low value items continue to be classified as a lease expense.

The following table reconciles the Company's operating lease commitments at November 30, 2019, as previously disclosed in the Company's audited annual consolidated financial statements, to the lease obligation recognized on initial application of IFRS 16 as of December 1, 2019:

	($)
Operating lease commitments at November 30, 2019		191,483
Discounted using the incremental borrowing rate at December 1, 2019		(1,452	)
Recognition exemption for short-term leases		(124,237	)
Lease obligations recognized at December 1, 2019		65,794

4. Reclamation Deposits

Reclamation deposits totalling $553,816 (2019 - $553,816) in cash have been posted with the Mackenzie Valley Land and Water Board ("MVLWB") and held by Aboriginal Affairs and Northern Development Canada for land use permits and a water license on the Yellowknife Gold Project. The reclamation deposits will be refunded once land use permits end and or a final report describing land use activities during the term of land use permits and matters related to cessation thereof, is submitted to the MVLWB.

5. 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, 2018		1,008,891			1,170,394			123,225			-			341,800			367,512			3,011,822
Disposal of equipment		-			-			-			-			(31,471	)		-			(31,471	)
Change in reclamation estimate		-			6,720			-			-			-			-			6,720
Impact of foreign currency translation		(910	)		(1,056	)		(5,971	)		-			(3,447	)		(2,034	)		(13,418	)
Balance at November 30, 2019		1,007,981			1,176,058			117,254			-			306,882			365,478			2,973,653
Initial recognition of IFRS 16 (note 3.2)		-			-			-			65,794			-			-			65,794
Additions		42,715			-			30,238			59,424			-			-			132,377
Disposal of equipment		-			-			(1,363	)		-			(61,772	)		-			(63,135	)
Impact of foreign currency translation		(19,554	)		(21,859	)		(15,632	)		(1,397	)		(13,056	)		(10,780	)		(82,278	)
Balance at August 31, 2020		1,031,142			1,154,199			130,497			123,821			232,054			354,698			3,026,411
Accumulated Depreciation
Balance at November 30, 2018		-			325,537			118,386			-			270,206			270,690			984,819
Disposal of equipment		-			-			-			-			(31,471	)		-			(31,471	)
Depreciation		-			112,317			1,336			-			41,718			58,041			213,412
Impact of foreign currency translation		-			(295	)		(5,967	)		-			(3,381	)		(1,947	)		(11,590	)
Balance at November 30, 2019		-			437,559			113,755			-			277,072			326,784			1,155,170
Disposal of equipment		-			-			(1,363	)		-			(61,772	)		-			(63,135	)
Depreciation		-			82,087			5,834			65,161			28,422			39,413			220,917
Impact of foreign currency translation		-			(11,129	)		(15,378	)		(1,370	)		(13,539	)		(11,499	)		(52,915	)
Balance at August 31, 2020		-			508,517			102,848			63,791			230,183			354,698			1,260,037
Net Book Value
At November 30, 2019		1,007,981			738,499			3,499			-			29,810			38,694			1,818,483
At August 31, 2020		1,031,142			645,682			27,649			60,030			1,871			-			1,766,374

During the three and nine months ended August 31, 2020, the Company recorded a gain on disposal of equipment of $494 and $10,391 (three and nine months ended August 31, 2019: $nil and $nil).

14

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

6. Exploration and Evaluation Assets

	For the three months						For the nine months
	ended August 31,						ended August 31,
	2020			2019			2020			2019
	($)			($)			($)			($)
Balance at the beginning of period		58,613,145			59,806,793			57,650,312			59,111,999
Mineral rights and property acquired		-			-			2,673,343			100,000
Mineral property option payment		18,645			-			18,645			46,495
Write-off of exploration and evaluation assets		(10,091	)		-			(10,091	)		-
		58,621,699			59,806,793			60,332,209			59,258,494
Foreign currency translation adjustments		(2,928,647	)		(1,769,961	)		(4,639,157	)		(1,221,662	)
Balance at the end of period		55,693,052			58,036,832			55,693,052			58,036,832

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

	August 31,		November 30,
	2020		2019
	($)		($)
La Mina		13,931,019		14,194,856
Titiribi		11,695,427		11,916,924
Yellowknife		7,130,912		7,130,912
Crucero		6,861,637		6,991,589
Cachoeira		5,615,162		7,395,111
São Jorge		4,730,986		6,230,659
Surubim		1,752,159		2,284,840
Yarumalito		1,491,911		-
Almaden		1,125,173		-
Whistler		956,418		974,532
Batistão		212,541		279,914
Montes Áureos and Trinta		162,029		213,390
Rea		27,678		27,678
Other Exploration and Evaluation Assets		-		9,907
Total		55,693,052		57,650,312

The Company's exploration and evaluation assets are detailed below:

La Mina

On May 30, 2017, the Company acquired a 100% interest in the La Mina Gold Project (the "La Mina Project") as a result of its acquisition of Bellhaven Copper and Gold Inc. ("Bellhaven") pursuant to a plan of arrangement under an arrangement agreement (the "Arrangement") dated April 11, 2017, between GoldMining and Bellhaven.

Under the Arrangement, the Company acquired all of the issued and outstanding common shares of Bellhaven ("Bellhaven Shares") for consideration with a fair value of $15,721,126. The Company incurred transaction costs of $237,189, which were included in the cost of the exploration and evaluation asset.

15

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Total consideration consisted of the issuance of 7,501,803 GoldMining Shares with a fair value of $13,503,244, assuming 5,133,750 Bellhaven warrants exercisable into 1,283,438 GoldMining shares with a fair value of $985,900, assuming 1,419,155 Bellhaven options exercisable into 354,788 GoldMining Shares with a fair value of $194,100 and cash payments and advances of $1,037,882.

As of August 31, 2020, there are 106,952 Bellhaven share options outstanding with an exercise price of $0.25, which would be convertible to a maximum of 26,738 GoldMining Shares, at an exercise price of $1.00. As of August 31, 2020, there are nil Bellhaven warrants outstanding.

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

La Garrucha Lease Agreement

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 "La Garrucha Lease Agreement"), the Company can lease the surface rights over La Garrucha by making the following payments:

● US$75,000 in May 2017 (paid);

● US$75,000 in November 2017 (paid);

● US$75,000 in May 2018 (paid);

● US$75,000 in November 2018 (paid);

● US$25,000 in June 2019 (paid);

● US$25,000 in December 2019 (paid);

● US$25,000 in June 2020 (paid in October 2020);

● US$25,000 in December 2020;

● US$25,000 in June 2021;

● US$25,000 in December 2021;

● US$25,000 in June 2022; and

● US$55,000 in December 2022.

La Garrucha Option Agreement

In addition, pursuant to an option agreement entered into by Bellhaven on November 18, 2016, amended April 4, 2017, November 5, 2018 and July 10, 2020 (the "La Garrucha Option Agreement"), the Company can purchase the La Garrucha concession by making an option payment of US$650,000 on December 6, 2022.

Titiribi

On September 1, 2016, the Company announced that it completed the acquisition of Sunward Investments Limited, which owns 100% interest in the Titiribi Gold-Copper Project (the "Titiribi Project"), from Trilogy Metals Inc. ("Trilogy"), formerly NovaCopper Inc., pursuant to the terms of the share purchase agreement (the "Titiribi Agreement") dated August 17, 2016. The Titiribi Project is located in central Colombia, southwest of the city of Medellin in the department of Antioquia.

The total consideration paid by GoldMining to Trilogy consisted of 5,000,000 GoldMining Shares, fair valued at $11,200,000, and 1,000,000 share purchase warrants of the Company (the "GoldMining Warrants"), fair valued at $510,000, with each warrant exercisable into one common share of the Company at an exercise price of $3.50 per share for a period of two years, subject to acceleration by GoldMining in certain circumstances. The GoldMining Shares issued under the transaction were subject to certain resale restrictions pursuant to the terms of the Titiribi Agreement. Total transaction costs of $352,616 were included in the cost of the exploration and evaluation asset, and included an advisory fee of $135,441, which was satisfied by issuing 61,288 GoldMining Shares at a fair value of $135,441, concurrent with the closing of the transaction.

16

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Yellowknife

On July 20, 2017, the Company acquired a 100% interest in the Yellowknife Gold Project and nearby Big Sky property (now collectively called the "Yellowknife Gold Project"), located in the Northwest Territories, Canada, from Tyhee N.W.T. Corp. ("Tyhee"), a subsidiary of Tyhee Gold Corp. The acquisition was completed pursuant to an asset purchase agreement (the "Agreement") between the Company and a receiver appointed in respect of the assets and undertaking of Tyhee. Total consideration paid by the Company under the transaction consisted of 4,000,000 GoldMining Shares with a fair value of $6,600,000, which were subject to customary escrow terms and were released over an eight-month period. Costs associated with the transaction totalled $278,531 and were included in the cost of the exploration and evaluation asset. An advisory and success fee of $179,343 was satisfied by issuing 108,693 GoldMining Shares. For accounting purposes, such share issuance was valued based on the closing GoldMining share price as traded on the date of the Agreement, being $1.65 per share.

The Yellowknife Gold Project includes five gold deposits, being Nicholas Lake, Bruce, Ormsby, Goodwin Lake and Clan Lake. The Project is located 50 to 90 kilometres north of the city of Yellowknife in the Northwest Territories. The Nicholas Lake-Ormsby Property is subject to a 2.25% net smelter return royalty, including a US$20,000 per year annual advance royalty payment and the Goodwin Lake Property is subject to a 2% net smelter returns royalty.

On January 25, 2018, the Company announced that it completed through its wholly-owned subsidiary, the acquisition of the Maguire Lake property (the "Property").  The Property includes the RG1, RG2 and RG3 leases, contiguous with the western boundary of the Company's Nicholas Lake-Ormsby Property.  Pursuant to the agreement to acquire the Property, GoldMining issued 60,000 common shares of the Company to Viking Gold Exploration Inc. in consideration for the Property.

The tables below present the purchase cost and the allocation of the purchase price with respect to the valuation of individual asset groups. For the purpose of these consolidated financial statements, the purchase consideration has been allocated to the fair value of assets acquired and liabilities assumed, based on management's best estimates and all available information at the time of the Maguire Lake Property acquisition. The GoldMining Shares have been valued at $1.33 per share, the closing GoldMining share price as traded on the date of the acquisition agreement.

	Purchase Price Consideration ($)
60,000 GoldMining Shares		79,800
Transaction costs:
Cash payment		31,113
Total		110,913

	Purchase Price Allocation ($)
Exploration and evaluation assets		110,913
Net assets acquired		110,913

On May 14, 2018, the Company announced its acquisition of the Narrow Lake property (the "Property").  The Property includes the N1 and N2 claims that are contiguous with the southern boundary of the Company's Nicholas Lake-Ormsby Property.  Pursuant to the acquisition agreement, GoldMining paid $50,000 cash and issued 33,333 GoldMining Shares, and an additional $50,000 in cash (paid) and 58,761 GoldMining Shares (issued), on the first anniversary of the closing date, in consideration for the Property. GoldMining granted the vendor a 1% net smelter royalty with respect to the N1 and N2 claims upon commercial production.

17

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The tables below present the purchase cost and the allocation of the purchase price with respect to the valuation of individual asset groups. For the purpose of these consolidated financial statements, the purchase consideration has been allocated to the fair value of assets acquired and liabilities assumed, based on management's best estimates and all available information at the time of the Narrow Lake Property acquisition. The GoldMining Shares have been valued at $1.14 per share, the closing GoldMining share price as traded on the date of the acquisition agreement.

	Purchase Price Consideration ($)
33,333 GoldMining Shares		38,000
Cash payment		50,000
Transaction costs:
Cash payment		25,711
Total		113,711

	Purchase Price Allocation ($)
Exploration and evaluation assets		113,711
Net assets acquired		113,711

Crucero

On September 19, 2017, the Company entered into a share purchase agreement (the "Agreement") with Lupaka Gold Corp. ("Lupaka") to acquire a 100% interest in the Crucero Gold Project ("Crucero" or the "Project") located in Southeastern Peru and certain related assets (the "Acquisition"). The transaction was closed on November 20, 2017.

Pursuant to the Agreement, the Company acquired all of the shares of a wholly-owned subsidiary of Lupaka, which holds a 100% interest in the Crucero Project. Total consideration paid by the Company to Lupaka under the transaction was 3,500,000 GoldMining Shares at a fair value of $5,600,000 and $750,000 in cash, which included an amount of $39,663 due for land fees payable subsequent to the date of closing. The fair value of the consideration paid was $6,310,337. The Company incurred transaction costs of $443,758 which were included in the cost of the exploration and evaluation asset.

The Project is comprised of eight mining concessions.  Three of the mining concessions are held indirectly by a subsidiary through a 30-year assignment from a third party running until 2038 and are subject to certain royalty obligations.

Cachoeira

On September 24, 2012, the Company acquired a 100% interest in the Cachoeira Gold Project in Pará State, Brazil (the "Cachoeira Project") from Equinox Gold, formerly Trek Mining and prior to this, Luna Gold Corp. ("Luna"). The transaction was completed under the terms of a share purchase agreement dated July 10, 2012, between GoldMining and Luna, as amended effective September 24, 2013 (the "Cachoeira Agreement"), pursuant to which GoldMining acquired all of the issued and outstanding shares of BRI International Corp. (formerly Luna Gold (International) Corp.). On September 26, 2016, the Company completed all remaining payments (the "Final Payment") due to Luna under the Cachoeira Agreement (as amended).

18

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The Cachoeira Project was subject to a 4.0% net profits interest royalty payable to third parties by the Company's subsidiary on future production. A minimum payment of US$300,000 per year in lieu of the royalty was payable in the event that production was not achieved by October 3, 2014. The Company has not made such payment from 2014, to present. The royalty holders sent a formal notification of the default payments to the Company. In response to the letter, the Company replied to the royalty holders requesting them to defer such payments until all permits and licenses have been received and production is achieved or re-negotiate the agreement. On March 2, 2018, the Company announced that BRI Mineração Ltda. ("BRI"), a wholly-owned subsidiary of the Company, completed a royalty purchase agreement (the "Agreement") with certain royalty holders (the "Royalty Vendors") on the Cachoeira Project.  Pursuant to the Agreement, BRI acquired the Royalty Vendors' 66.66% interest in the existing 4.0% net production royalty on the Company's Cachoeira Project, in consideration for US$133,320 paid in cash and 698,161 common shares of the Company issued to the Vendors. As a result of the transaction, the existing royalty on the Cachoeira Project has been reduced to 1.33% and a minimum payment of US$100,000 per year in lieu of the royalty. In March 2018, the Company received a summons from the remaining royalty holder in regard to annual payments in lieu of the remaining 1.33% of the net production royalty for the years 2014 to 2018. In response thereto, the Company has applied to the court to obtain a discharge from its obligation to make such annual payments on the basis that mining operations at the Cachoeira Project have not begun due to the environmental agency having not issued, in a timely fashion, the necessary licenses for the operation of the mine. The court has accepted the Company's case and the judge presiding over the matter has requested witnesses for the plaintiff to testify in court. A date for the case to be heard by the lower court has not been set.

The required exploration report and application to renew exploration concession (ANM process no. 850.007/2008) was approved and the concession was renewed on July 18, 2019 for a further period of 3 years.

São Jorge

On November 22, 2013, the Company announced that it acquired all of the issued and outstanding shares of Brazilian Gold Corporation ("BGC") under the terms of an arrangement agreement (the "BGC Arrangement") dated September 29, 2013, between GoldMining and BGC.

On June 14, 2010, BGC signed an Option Agreement (the "São Jorge Agreement") to acquire a 100% interest in the São Jorge Gold Project (the "São Jorge Project") from Talon Metals Corp. ("Talon"). BGC completed all the required payments under the terms of the São Jorge Agreement.

Under the terms of the São Jorge Agreement, Talon was granted a 1.0% net smelter return royalty from production on eleven exploration concessions comprising the São Jorge Project. Subsequent to signing the São Jorge Agreement, the São Jorge Project was reduced to seven concessions.  On August 17, 2015, Talon sold its 1.0% net smelter return royalty to Orion Mine Finance, who subsequently sold the royalty to Osisko Gold Royalties Ltd. on July 31, 2017.  Additionally, a net smelter return royalty of 1.0% of the proven mineable reserve as demonstrated in a feasibility study that conforms to definitions set-out in NI 43-101 relating to one concession only (850.275/03), is payable to a third party, which can be purchased by the Company for US$2,500,000.  This concession does not overlay any portion of the São Jorge deposit.

Surubim

On November 22, 2013, the Company acquired a 100% interest in the Surubim gold project pursuant to the BGC Arrangement. The Surubim Gold Project is comprised of agreements on two properties, as outlined below.

Jarbas Agreement

Mineração Regent Brasil Ltda. ("Regent"), a subsidiary of BGC, entered into an option agreement (the "Jarbas Agreement") on February 11, 2010, as amended January 16, 2011, March 23, 2015, May 30, 2019 and July 20, 2020, pursuant to which Regent acquired its interest in certain exploration licenses by making cash payments.

Pursuant to the amendment on July 20, 2020, the Company is required to make the following payments:

● R$300,000 in May 2019 (paid);

● US$14,000 (payable in R$ equivalent) in July 2020 (paid);

● US$26,000 (payable in R$ equivalent) in July 2020 (deferred to October 2020);

● US$40,000 (payable in R$ equivalent) in July 2021; and

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

19

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

If Regent 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 concession will be returned to the counterparty.

A 1.3% net smelter return royalty is due upon commercial production from any ores extracted from exploration concession 850.561/2005. Fifty percent of the net smelter return royalty can be re-purchased by the Company for US$1,500,000 within 12 months of ANM granting a mining concession. Additionally, a bonus royalty is due based on the in-situ reserve ounces as outlined in a feasibility study completed to Australian Joint Ore Reserves Committee or National Instrument 43-101 standards. The bonus royalty consists of: (i) US$0.50 per reserve ounce for reserves that are less than 1,000,000 ounces of gold; (ii) US$0.75 per reserve ounce for reserves measuring between 1,000,000 to 2,000,000 ounces of gold; or (iii) US$1.00 per reserve ounce for reserves exceeding 2,000,000 ounces of gold.

Altoro Agreement

BGC entered into an agreement (the "Altoro Agreement") with Altoro Mineração Ltda. ("Altoro") on November 5, 2010, as amended on December 3, 2010, December 14, 2012 and August 5, 2015, to acquire certain exploration licenses for aggregate consideration of US$850,000. Pursuant to the Altoro Agreement, US$650,000 is payable to Altoro upon ANM granting a mining license over certain exploration concessions.

In addition to the above cash payments, Altoro holds a 1.5% net smelter return royalty on any gold produced from certain concessions. Once gold production has reached 2,000,000 ounces, the royalty increases to 2.0%. The Company can purchase a 0.5% royalty at any time for US$1,000,000.

Two non-core exploration concessions comprising the Altoro Agreement are under appeal for extension and await a decision by ANM.

Nogueira Agreement

Altoro entered into an agreement (the "Nogeuira Agreement") with Joao Nogeira Lima on December 6, 2005, as amended on May 25, 2011, to acquire certain exploration concessions. As part of this agreement, Nogueira holds a 1.5% NSR over the entire property, which can be purchased for US$1 million at any time.

Yarumalito

On December 2, 2019 (the "Yarumalito Closing Date"), the Company acquired a 100% interest in the Yarumalito Gold Project (the "Yarumalito Project") located in Antioquia, Colombia. The acquisition was completed pursuant to an asset purchase agreement (the "Yarumalito Agreement") between the Company and Newrange Gold Corp. ("Newrange").

Pursuant to the Yarumalito Agreement, the Company issued 1,118,359 GoldMining Shares, which are subject to customary escrow terms and will be released as follows:

● 559,180 GoldMining Shares released on the Yarumalito Closing Date. Unless permitted under securities legislation, the GoldMining Shares could not be traded before April 3, 2020.

● 559,179 GoldMining Shares will be released on the date that is the later of: 6 months after the Yarumalito Closing Date; and the date that the assignment of the Mineral Rights is approved by the relevant Colombian Governmental Authority, registered with the National Mining Registry in a form satisfactory to the Company.

20

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The tables below present the purchase cost and the allocation of the purchase price with respect to the valuation of individual asset groups. For the purpose of these consolidated financial statements, the purchase consideration has been allocated to the fair value of assets acquired, based on management's best estimates and all available information at the time of the acquisition of the Yarumalito Project. The GoldMining Shares have been valued at $1.14 per share, the closing GoldMining Share price as traded on the Yarumalito Closing Date.

	Purchase Price Consideration ($)
1,118,359 GoldMining Shares		1,274,929
Cash payment		200,000
Transaction costs:
Cash payment		88,867
Total		1,563,796

	Purchase Price Allocation ($)
Land		42,715
Exploration and evaluation assets		1,521,081
Net assets acquired		1,563,796

The Yarumalito Project is comprised of one exploration concession and is covered by a 1% net smelter return royalty granted to Newrange, which can be purchased by the Company at any time before completion of a feasibility study on the Yarumalito Project for total consideration of $1,000,000.

Almaden

On March 2, 2020 (the "Almaden Closing Date"), the Company acquired a 100% interest in the Almaden Gold Project (the "Almaden Project") located in west-central Idaho. The acquisition was completed pursuant to an asset purchase agreement (the "Almaden Agreement") between the Company and Sailfish Royalty Corp. ("Sailfish").

Pursuant to the Almaden Agreement, the Company issued 337,619 GoldMining Shares to Sailfish, which were subject to customary escrow terms and released on the Almaden Closing Date. Unless permitted under securities legislation, the GoldMining Shares could not be traded before July 3, 2020.

The tables below present the purchase cost and the allocation of the purchase price with respect to the valuation of individual asset groups. For the purpose of these consolidated financial statements, the purchase consideration has been allocated to the fair value of assets acquired, based on management's best estimates and all available information at the time of the acquisition of the Almaden Project. The GoldMining Shares were valued at $1.44 per share, the closing GoldMining Share price as traded on the Almaden Closing Date.

	Purchase Price Consideration ($)
337,619 GoldMining Shares		486,171
Cash payment		575,000
Transaction costs:
Cash payment		91,091
Total		1,152,262

	Purchase Price Allocation ($)
Exploration and evaluation assets		1,152,262
Net assets acquired		1,152,262

21

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

The Almaden project is covered by a 1 to 2% net smelter return royalty over unpatented claims and surrounding areas of influence, a 4% net returns royalty over the Main and North zone, a 4% net returns royalty over the Stinking Water Zone and a 0.5% net smelter return royalty on patented (Davies and Chrestesen Lease) and unpatented claims (EXP2 LLC). Additionally, there is a gold and silver purchase agreement on the Almaden Project for 30% of production.

Whistler

On August 5, 2015, the Company acquired a 100% interest in the Whistler Gold-Copper Project (the "Whistler Project") and certain related assets in south-central Alaska from Kiska Metals Corporation ("Kiska"). Kiska was subsequently purchased by AuRico Metals Inc., which was later purchased by Centerra Gold Inc. ("Centerra"). The Whistler Project includes 304 Alaska State Mineral Claims, a 50-person all season exploration camp, airstrip and assorted equipment. The transaction was completed under the terms of an asset purchase agreement dated July 20, 2015, between GoldMining and Kiska (the "Whistler Agreement").

The Whistler Project is covered by a 2.75% net smelter royalty over the entire property including a buffer zone as defined in the royalty agreement, which is held by Osisko Gold Royalties ("Osisko"). The Osisko net smelter royalty is subject to a buy down provision whereby the Company can reduce the net smelter return royalty to 2% upon payment of US$5,000,000 on or before the due date of the first royalty payment.

Batistão

On November 22, 2013, the Company acquired a 100% interest in the Batistão Gold Project (the "Batistão Project") located in Goias State, Brazil pursuant to the BGC Arrangement. The Batistão Project is covered by a 2% net smelter return royalty over the entire property, which can be purchased by the Company at any time for total consideration of US$1,000,000. The Company was required to file an Economic Assessment Plan and the Preliminary Environmental License, together with the Mining Concession Application by January 2016. The Company requested an extension to submit the Mining Concession Application, due to the market conditions and gold price at the time, which had deteriorated since the Final Exploration Report was submitted to the ANM in 2013. There is no assurance that ANM will accept the Company's request for an extension.

Montes Áureos and Trinta

On September 30, 2010, the Company entered into an agreement with Apoio Engenharia e Mineração (the "Montes Áureos Agreement"). Pursuant to the Montes Áureos Agreement, the Company had the option to acquire an initial 51% undivided interest in the Montes Áureos Project over a three-year period, from September 30, 2010 to September 30, 2013 (the "Initial Option"). On June 20, 2011, the Company amended the terms of the Montes Áureos Agreement by adding the option to acquire the Trinta Project for no additional consideration. The Trinta Project is subject to the same option terms stipulated in the Montes Áureos Agreement.

The Initial Option payments are as follows:

(1) a cash payment of US$25,000 within seven calendar days of September 30, 2010 (paid);

(2) issue of 325,000 GoldMining Shares on or before September 30, 2013 (issued with an aggregate fair value of $326,500);

(3) incur exploration expenditures totalling US$1,750,000 on or before September 30, 2013 (incurred); and

(4) make all necessary payments in order to keep the Montes Áureos and Trinta Projects in good standing during the term of the Montes Áureos Agreement.

The Company is in the process of applying for the Mining Concession for the Montes Áureos Project.

The Trinta project's exploration concession, ANM 806.964/2010, was renewed on July 26, 2018. An error by ANM when issuing the original license reduced the concession area. The Company submitted another application over the reduced area and is awaiting ANM's review of this new application, which would guarantee the mineral rights over the area originally granted.

There is no assurance that applications under review by ANM will be approved by ANM.

22

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Rea

On November 22, 2013, the Company acquired a 75% interest in the Rea Uranium Project located in northeastern Alberta, Canada pursuant to the BGC Arrangement.

Exploration Expenditures

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

									For the period from
	For the three months ended				For the nine months ended				incorporation,
	August 31,				August 31,				September 9, 2009, to
	2020		2019		2020		2019		August 31, 2020
	($)		($)		($)		($)		($)
Titiribi		107,501		58,106		185,193		175,454		1,514,381
Whistler		152,308		147,455		175,525		159,887		1,871,079
Almaden		52,342		-		146,457		-		146,457
Cachoeira		29,279		44,646		97,484		340,200		6,281,218
La Mina		18,284		52,527		96,785		100,238		782,594
São Jorge		20,473		17,388		87,378		95,118		973,638
Yarumalito		13,608		-		68,139		-		68,139
Yellowknife		30,744		10,572		41,527		110,930		719,188
Montes Áureos and Trinta		-		-		1,668		-		1,819,966
Rea		-		-		-		-		265,930
Surubim		-		-		-		-		209,772
Crucero		-		80,679		-		80,679		130,154
Batistão		-		-		-		-		30,902
Other Exploration Expenses		-		1,240		1,660		4,985		1,566,208
Total		424,539		412,613		901,815		1,067,491		16,379,626

7. Investment in Joint Venture

As at August 31, 2020, the Company holds an 84.05% (2019: 84.05%) interest in Boa Vista Gold Inc. ("BVG") pursuant to the BGC Arrangement. BVG, a corporation formed under the laws of British Virgin Islands, holds the rights to the Boa Vista Gold Project (the "Boa Vista Project") located in Pará State, Brazil.

The Company accounts for its investment in BVG using the equity method since the Company shares joint control over the strategic, financial, permitting, development and operating decisions with Majestic D&M Holdings, LLC ("Majestic"), formerly Octa Mineração Ltda, who holds a 15.95% (2019: 15.95%) interest in BVG.

Changes in the Company's 84.05% investment in BVG are summarized as follows:

	For the three months						For the nine months
	ended August 31,						ended August 31,
	2020			2019			2020			2019
	($)			($)			($)			($)
Balance at the beginning of period		1,125,024			1,518,198			1,388,352			1,388,080
Funding		-			7,200			-			151,700
Share of losses		(1,096	)		(4,906	)		(4,018	)		(10,815	)
Foreign currency translations adjustments		(73,160	)		(99,726	)		(333,566	)		(108,199	)
Balance at the end of period		1,050,768			1,420,766			1,050,768			1,420,766

23

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

Pursuant to the terms of a shareholder's agreement among BGC, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of BVG, and 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 to Majestic if its 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 payments. As a result of the amended terms of the mineral rights agreement, BVG 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.

8. Cash and Cash Equivalents

	August 31,		November 30,
	2020		2019
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		2,125,142		1,338,082
Guaranteed Investment Certificates		5,000,000		5,139,803
Total		7,125,142		6,477,885

9. Other Receivables

	August 31,		November 30,
	2020		2019
	($)		($)
Goods and services and sales tax receivable		24,600		35,380
Other receivables		20,118		35,430
Total		44,718		70,810

10. Short-term Investments

Short-term investments 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 three and nine months ended August 31, 2020, the Company recorded an unrealized gain of $70,000 and $90,000 (three and nine months ended August 31, 2019: unrealized gain of $40,000 and $55,000) in other comprehensive loss relating to short-term investments.

The short-term investments include 1,000,000 shares in Galleon Gold Corp. (previously Pure Nickel Inc.) acquired in the BGC Arrangement with fair value of $140,000 at August 31, 2020 (November 30, 2019: $50,000).

24

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

11. Accounts Payable and Accrued Liabilities

	August 31,		November 30,
	2020		2019
	($)		($)
Trade payables		372,074		410,614
Accrued liabilities		1,421,938		1,163,109
Payroll and tax withholding		53,828		60,729
Total		1,847,840		1,634,452

12. Lease Liability

The following outlines the movements in the Company's lease liability:

	August 31,
	2020
	($)
Balance, December 1, 2019 (note 3)		65,794
Additions		59,424
Interest expense		2,341
Lease payments		(75,298	)
Foreign exchange loss		1,723
Balance, August 31, 2020(1)		53,984

(1) The entire lease liability is current.

During the three and nine months ended August 31, 2020, the Company made lease payments of $29,827 and $75,298, consisting of interest payments of $695 and $2,341 and principal payments of $29,132 and $72,957. Interest payments have been recorded as financing costs in the consolidated statements of comprehensive loss.   

During the three and nine months ended August 31, 2020, the Company applied exemptions permitted by IFRS 16 to recognize lease expenses on a straight-line basis for short-term leases in the amounts of $34,152 and $104,873. The lease expenses were recorded within exploration expenses and general and administrative expenses in the consolidated statements of comprehensive loss.

13. Government Loan Payable

On April 20, 2020, the Company received a loan of $40,000 through the Canadian Emergency Business Account Program ("CEBA Loan"), which provides financial relief for Canadian businesses during the COVID-19 pandemic. The CEBA Loan has a maturity date on December 31, 2022 and may be extended to December 31, 2025. The CEBA Loan is unsecured, non-revolving and non-interest bearing prior to December 31, 2022. The CEBA Loan is subject to an interest rate of 5% per annum during any extended term and is repayable at any time without penalty. If at least 75% of the CEBA Loan is repaid prior to December 31, 2022, the remaining balance of the CEBA Loan will be forgiven.

25

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

14. 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:

	August 31,			November 30,
	2020			2019
Undiscounted amount of estimated cash flows (US$)		235,000			235,000
Life expectancy (years)		6			6
Inflation rate		1.90	%		1.90	%
Discount rate		1.73	%		1.73	%

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:

	August 31,			November 30,
	2020			2019
Undiscounted amount of estimated cash flows (CAD$)		490,000			490,000
Life expectancy (years)		4			4
Inflation rate		2.10	%		2.10	%
Discount rate		1.51	%		1.51	%

The following table summarizes the movements in the rehabilitation provisions:

	August 31,			November 30,
	2020			2019
	($)			($)
Balance at the beginning of year		816,694			795,960
Accretion		9,899			19,863
Change in estimate		-			1,142
Foreign currency translation adjustments		(6,015	)		(271	)
Total		820,578			816,694

15. Share Capital

15.1 Authorized

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

26

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

15.2 Reserves

	Restricted Shares ($)			Share Options ($)			Warrants ($)			Total ($)
Balance at November 30, 2018		1,798			4,487,419			4,759,367			9,248,584
Options exercised		-			(50,032	)		-			(50,032	)
Restricted share rights vested		(54,600	)		-			-			(54,600	)
Warrants exercised		-			-			(313,886	)		(313,886	)
Share-based compensation		89,352			886,783			-			976,135
Balance at August 31, 2019		36,550			5,324,170			4,445,481			9,806,201
Options exercised		-			(22,018	)		-			(22,018	)
Restricted share rights vested		(46,800	)		-			-			(46,800	)
Warrants exercised		-			-			(102,130	)		(102,130	)
Share-based compensation		18,818			285,895			-			304,713
Balance at November 30, 2019		8,568			5,588,047			4,343,351			9,939,966
Options exercised		-			(1,835,794	)		-			(1,835,794	)
Restricted share rights vested		(113,462	)		-			-			(113,462	)
Warrants exercised		-			-			(802,566	)		(802,566	)
Share-based compensation		184,329			1,792,088			-			1,976,417
Balance at August 31, 2020		79,435			5,544,341			3,540,785			9,164,561

15.3 Warrants

The following outlines the movements of the Company's share purchase warrants:

	Number of Warrants			Weighted Average Exercise Price ($)
Balance at November 30, 2018		11,288,363			1.35
Exercised(1)		(1,509,602	)		0.75
Expired		(3,048,146	)		0.75
Balance at August 31, 2019		6,730,615			1.76
Exercised(1)		(480,000	)		0.75
Expired		(2,478,629	)		3.50
Balance at November 30, 2019		3,771,986			0.75
Exercised(1)		(3,771,986	)		0.75
Balance at August 31, 2020		-			-

(1) During the three and nine months ended August 31, 2020, nil and 3,771,986 warrants, respectively, were exercised at a price of $0.75 (three and nine months ended August 31, 2019: nil and 1,509,602 warrants, respectively, were exercised at a price of $0.75).

27

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

	Number of Bellhaven Warrants(1)			Weighted Average Exercise Price ($)
Balance at November 30, 2018		5,133,750			0.42
Expired		(5,133,750	)		0.42
Balance at August 31, 2019, November 30, 2019 and August 31, 2020		-			-

(1) Pursuant to the Arrangement's conversion ratio, each Bellhaven warrant was exercisable into 0.25 of a GOLD Share at 4 times the Bellhaven exercise price.

15.4 Share 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, senior officers, employees and consultants of the Company eligible to receive incentive share options (the "Options") 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. 

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2018		10,041,250			1.16
Granted		2,304,000			1.04
Exercised(1)		(144,250	)		0.76
Expired/Forfeited		(55,000	)		1.01
Balance at August 31, 2019		12,146,000			1.15
Granted		387,000			1.05
Exercised		(70,000	)		0.72
Balance at November 30, 2019		12,463,000			1.15
Granted		980,000			1.80
Exercised(2)		(3,407,000	)		0.99
Expired/Forfeited		(66,250	)		0.80
Balance at August 31, 2020		9,969,750			1.27

(1) During the three and nine months ended August 31, 2019, the Company issued 126,250 and 144,250 common shares, respectively, at weighted average trading prices of $1.18 and $1.16.

(2) During the three and nine months ended August 31, 2020, the Company issued 1,402,689 and 3,389,314 common shares, respectively, at weighted average trading prices of $2.84 and $2.05. The Common shares were issued pursuant to the exercise of 1,414,750 and 3,407,000 share options, of which 15,439 and 17,314 common shares were issued pursuant to the exercise of 27,500 and 35,000 share options on a net exercise basis.

28

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

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:

	August 31, 2020			November 30, 2019
Risk-free interest rate		0.46	%		1.38	%
Expected life (years)		1.66			2.88
Expected volatility		61.06	%		50.33	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		2.52	%		2.77	%

A summary of Options outstanding and exercisable at August 31, 2020, 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)
$0.71 - $0.76		755,000		0.73		0.58		755,000		0.73		0.58
$0.77 - $0.84		1,982,500		0.78		3.24		1,982,500		0.78		3.24
$0.85 - $1.05		2,479,500		1.05		3.96		1,746,250		1.05		3.94
$1.06 - $1.72		4,117,750		1.59		1.96		3,857,750		1.59		1.99
$1.73 - $3.38		635,000		2.21		2.81		395,500		2.08		1.94
		9,969,750		1.27		2.66		8,737,000		1.25		2.54

The fair value of the Options recognized as share-based compensation expense during the three and nine months ended August 31, 2020 was $1,058,426 and $1,792,088 (three and nine months ended August 31, 2019: $378,043 and $886,783), respectively, using the Black-Scholes option pricing model.

In addition to the stock option grants presented in the above table, effective May 30, 2017, as a result of the acquisition of Bellhaven, the following Bellhaven options are exercisable into GoldMining Shares based on the exchange ratio of 0.25 GoldMining Share for each Bellhaven option and in accordance with their existing terms, are as follows:

		Options Outstanding						Options Exercisable
Exercise Prices		Number of Bellhaven Options Outstanding		Weighted Average Remaining Contractual Life (years)		Number of Bellhaven Options Exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
	$0.25		106,952		0.90		106,952		0.25		0.90

29

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

	Number of Bellhaven Options(1)		Weighted Average Exercise Price ($)
Balance at November 30, 2019		106,952		0.25
Balance at August 31, 2020		106,952		0.25

(3) Pursuant to the Arrangement with Bellhaven, the Company assumed the Bellhaven Options from Bellhaven, whereby each Bellhaven Option exercised will be converted into 0.25 of a GoldMining Share. There are currently 106,952 Bellhaven Options exercisable at $0.25 per option. Therefore, upon exercise, the 106,952 Bellhaven Options may be converted into 26,738 GoldMining Shares at $1.00 per GoldMining Share.

15.5 Restricted 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 RSRs 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, 2018		140,000			0.78
Granted		10,416			0.96
Vested		(70,000	)		0.78
Forfeited		(10,000	)		0.78
Balance at August 31, 2019		70,416			0.81
Granted		197,072			1.05
Vested		(60,000	)		0.78
Balance at November 30, 2019		207,488			1.05
Vested		(108,951	)		1.04
Balance at August 31, 2020		98,537			1.05

The fair value of the RSRs recognized as share-based compensation expense during the three and nine months ended August 31, 2020 was $26,665 and $184,329 (three and nine months ended August 31, 2019: $8,727 and $89,352).

30

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

16. Capital Risk Management

The Company's objectives are to safeguard the Company's ability to continue as a going concern in order to support the Company's normal operating requirements, continue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash.

At August 31, 2020, the Company's capital structure consists of the equity of the Company (Note 15). The Company is not subject to any externally imposed capital requirements. In order to maximize ongoing development efforts, the Company does not pay dividends.

17. Financial Instruments

The Company's financial assets include cash and cash equivalents, other receivables, short-term investments, and reclamation deposits. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liability and government loan payable. 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, receivables, accounts payable and accrued liabilities, due to joint venture and due to related party amounts approximate fair value due to their short terms to settlement. The Company's short-term investment is measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of short-term investments is determined by obtaining the quoted market price of the short-term investment and multiplying it by the quantity of shares held by the Company. The determination of the fair value of the lease liability is based on the discounted cash flow model using an interest rate of 4.44%.

17.1 Financial risk management objectives and polices

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 these 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.

17.2 Currency 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.

31

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

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

	As at August 31,		As at November 30,
	2020		2019
	($)		($)
Assets
United States Dollar		24,184		100,945
Brazilian Real		22,635		10,320
Colombian Peso		40,138		343,333
Total		86,957		454,598

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $1,103,353.

The Company's sensitivity analysis suggests that a consistent 10% change in the foreign currencies relative to the Canadian dollar exchange rate on the Company's financial instruments based on balances at August 31, 2020 would have an impact of $101,640 on net loss for the nine months ended August 31, 2020.

17.3 Interest 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 interest-bearing financial asset is cash and guaranteed investment certificates, which bear interest at fixed or variable rates. The Company does not believe it is exposed to material interest rate risk related to these instruments. As such, the Company has not entered into any derivative instruments to manage interest rate fluctuations.

17.4 Credit 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.

At August 31, 2020, the maximum exposure to credit risk for other receivables by geographic region was as follows:

	August 31,		November 30,
	2020		2019
	($)		($)
Canada		27,871		52,487
Brazil		1,363		1,548
United States		77		78
Peru		905		922
Colombia		14,502		15,775
Total		44,718		70,810

32

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

17.5 Liquidity 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. Taking into account the current cash balances, the Company believes it has sufficient working capital for its present obligations for at least the next twelve months commencing from August 31, 2020. However, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of a financing will be favourable. The Company's working capital (current assets less current liabilities) as at August 31, 2020 was $5,742,567. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties and lease liability are expected to be realized or settled, respectively, within a one-year period.

18. Related Party Transactions

18.1 Related Party Transactions

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

● During the three and nine months ended August 31, 2020, the Company incurred $10,500 and $35,664 (three and nine months ended August 31, 2019: $12,000 and $41,323) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid 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. As at August 31, 2020, $3,675 was payable to such related party (November 30, 2019: $4,200). The Company also granted Options to the related party and the fair value of the Options recognized as expense during the three and nine months ended August 31, 2020 was $123,586 and $209,285 (three and nine months ended August 31, 2019: $45,065 and $86,941), using the Black-Scholes option pricing model.

● During the three and nine months ended August 31, 2020, the Company incurred $16,875 and $59,050 (three and nine months ended August 31, 2019: $13,163 and $18,938) 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. As at August 31, 2020, $15,750 was payable to such related party (November 30, 2019: $158).

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2020, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

18.2 Transactions 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 and nine months ended August 31, 2020 and 2019 comprised of:

	For the three months ended				For the nine months ended
	August 31,				August 31,
	2020		2019		2020		2019
	($)		($)		($)		($)
Management Fees(1)		34,756		52,339		128,386		153,012
Director and Officer Fees(1)		44,041		68,073		161,579		357,670
Share-based compensation		73,853		231,189		419,713		602,429
Total		152,650		351,601		709,678		1,113,111

(1) Total directors' fees, salaries and benefits of $620,394 (nine months ended August 31, 2019: $982,773) disclosed in the consolidated statement of comprehensive loss for the nine months ended August 31, 2020, includes $104,896 and $23,490 (nine months ended August 31, 2019: $123,750 and $29,262) paid to the Company's Chief Executive Officer and Chief Financial Officer, respectively, and $161,579 (nine months ended August 31, 2019: $357,670) in fees paid to the Company's president and directors, and $330,429 (nine months ended August 31, 2019: $472,091) paid for employees' salaries and benefits.

33

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019   

Total compensation, including share-based compensation, to key members of management and directors for the three and nine months ended August 31, 2020 was $152,650 and $709,678 (three and nine months ended August 31, 2019: $351,601 and $1,113,111). As at August 31, 2020, $nil was payable to a director (November 30, 2019: $139,600). Compensation is comprised entirely of employment and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer, who is also a director of the Company and the Chief Financial Officer.

19. 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 August 31,		As at November 30,		As at August 31,		As at November 30,
	2020		2019		2020		2019
	($)		($)		($)		($)
Colombia		28,671,308		27,666,117		47,585		26,027
Brazil		13,523,643		17,792,265		1,193,051		1,154,427
Canada		7,757,113		7,722,482		1,219,730		1,133,497
Peru		6,864,089		6,994,920		-		-
United States		2,247,857		1,235,179		347,492		315,436
Total		59,064,010		61,410,963		2,807,858		2,629,387

	Total operating loss				Total operating loss
	For the three months ended				For the nine months ended
	August 31, 2020		August 31, 2019		August 31, 2020		August 31, 2019
	($)		($)		($)		($)
Canada		2,744,372		961,129		5,343,431		2,848,393
Colombia		240,647		215,615		630,291		609,711
Brazil		104,684		143,728		391,063		674,518
United States		119,008		199,837		355,810		307,753
Peru		8,199		93,008		26,391		106,626
Total		3,216,910		1,613,317		6,746,986		4,547,001

20. Commitments

The Company's material commitments are for the La Garrucha Agreement, Jarbas Agreement and Altoro Agreement (Note 6), and Boa Vista Mineral Rights Agreement (Note 7).

34

GoldMining Inc. Notes to Condensed Consolidated Interim Financial Statements  (Unaudited, expressed in Canadian dollars unless otherwise stated)  August 31, 2020 and 2019 

21. Subsequent Events

Subsequent to August 31, 2020, 777,750 options were exercised. Total cash proceeds received from the exercise of these options totaled $1,135,898.

On October 1, 2020 the Company announced that its Common Shares were approved for listing and trading on the NYSE American. The Common Shares commenced trading at market open on the NYSE American on October 6, 2020 under the symbol "GLDG".

The Company's Common Shares continue to trade on the Toronto Stock Exchange under the ticker symbol GOLD.

35

EX-99.2

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2020

(Expressed in Canadian dollars unless otherwise stated)

October 9, 2020

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc., for the three and nine months ended August 31, 2020, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and nine months ended August 31, 2020, and its audited consolidated financial statements and the notes thereto for the years ended November 30, 2019, and 2018, copies of which are available under the Company's profile at www.sedar.com.

The Company's financial statements for the three and nine months ended August 31, 2020, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Unless otherwise stated, all information contained in this MD&A is as of October 9, 2020.

Unless otherwise stated, references herein to "$" or "dollars" are to Canadian dollars, references to "US$" are to United States dollars, references to "R$" are to Brazilian Reals and references to "COP" are to Colombian Pesos. References in this MD&A to the "Company" mean "GoldMining Inc.", together with its subsidiaries, unless the context otherwise requires.

Forward-looking Information

This document contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively, "forward-looking statements"), including statements regarding the Company's: (i) future exploration and development plans; (ii) capital requirements and ability to obtain requisite financing; (iii) expectations respecting the receipt of necessary licenses and permits, including obtaining extensions thereof; (iv) future acquisition strategy; (v) mineral resource estimates; and (vi) the Company's strategy and future business plans, including with respect to GRC (as defined herein) Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "estimates", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should" or "will" be taken, occur or be achieved. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates including: (i) assumptions about general business and economic conditions; (ii) the availability of equity and other financing on reasonable terms or at all, including necessary financing to meet the Company's contractual obligations to maintain its property interests or exercise mineral options; (iii) commodities prices; (iv) the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof; (v) the Company's ability to identify, complete and integrate additional mineral interests on reasonable terms or at all; (vi) the Company's ability to complete additional transactions relating to its strategy in respect of GRC as contemplated or at all. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to: the Company's limited operating history; general economic conditions; the Company not being able to obtain necessary financing on acceptable terms or at all; the Company losing or abandoning its property interests; the Company's properties being in the exploration stage and without known bodies of commercial ore; the Company being able to obtain or maintain all necessary permits, licenses and approvals; environmental laws and regulations becoming more onerous; potential defects in title to the Company's properties; fluctuating exchange rates; fluctuating commodities prices; operating hazards and other risks of the mining and exploration industry; competition; potential inability to find suitable acquisition opportunities and/or complete the same; and other risks and uncertainties listed in the Company's public filings, including those set out under "Risk Factors" in the Company's most recently filed Annual Information Form (the "AIF") and its management's discussion and analysis for the three months ended February 29, 2020. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities laws.

1

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Business Overview

The Company is a mineral exploration company with a focus on the acquisition, exploration and development of projects in the Americas. The Company's projects include the La Mina, Titiribi and Yarumalito Gold-Copper Projects, all of which are located in the Department of Antioquia, Colombia; the Whistler Gold-Copper Project, located in Alaska, United States; the Almaden Gold Project, located in west-central Idaho, United States; São Jorge, Cachoeira, Surubim, Boa Vista, Batistão, Montes Aureos and Trinta Gold Projects, located in the States of Pará, Mato Grosso and Maranhão, northeastern Brazil, respectively; Crucero Gold Project, located in southeastern Peru; and Yellowknife Gold Project and Rea Uranium Project, located in Northwest Territories and northeast Alberta, Canada, respectively.

The Company's common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange under the symbol "GOLD". The GoldMining Shares are listed on the NYSE American (the "NYSE") under the symbol GLDG and on the Frankfurt Stock Exchange under the symbol "BSR".

As at the date of this MD&A, the head office and principal address of the Company is Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

Company Strategy

The Company's long-term growth strategy is premised on pursuing accretive acquisitions of resource projects, together with maintaining and advancing its existing projects in a prudent manner. This strategy is focused on identifying and acquiring projects that present compelling value for the Company's shareholders. In furtherance of this strategy, since 2013, the Company has completed the following acquisitions:

● in November 2013, the Company acquired 100% of the outstanding shares of Brazilian Gold Corporation ("BGC"), which resulted in the acquisition of several projects, including the São Jorge Gold Project (the "São Jorge Project"), the Surubim Gold Project (the "Surubim Project"), the Boa Vista Gold Project (the "Boa Vista Project"), the Batistão Gold Project (the "Batistão Project") and the Rea Uranium Project (the "Rea Project");

● in August 2015, the Company acquired the Whistler Gold-Copper Project (the "Whistler Project") from Kiska Metals Corporation ("Kiska"). Kiska was subsequently purchased by AuRico Metals Inc., which was later purchased by Centerra Gold Inc. ("Centerra");

● in September 2016, the Company acquired the Titiribi Gold-Copper Project (the "Titiribi Project") from Trilogy Metals Inc. (formerly NovaCopper Inc.);

● in May 2017, the Company acquired 100% of the outstanding shares of Bellhaven Copper and Gold Inc. ("Bellhaven"), which included its La Mina Gold Project (the "La Mina Project");

● in July 2017, the Company acquired 100% of the Yellowknife Gold Project and nearby Big Sky property (the "Yellowknife Project");

● in November 2017, the Company acquired 100% of the outstanding shares of Blue Rock Mining S.A.C., a wholly-owned subsidiary of Lupaka Gold Corp., which resulted in the acquisition of the Crucero Gold Project (the "Crucero Project");

● in January 2018, the Company acquired 100% of three mining claims contiguous with the western boundary of the Company's Nicholas Lake-Ormsby property, one of the four properties that comprise the Yellowknife Project;

● in May 2018, the Company acquired 100% of two mining claims contiguous with the southern boundary of the Company's Nicholas Lake-Ormsby property, one of the four properties that comprise the Yellowknife Project;

2

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

● in December, 2019, the Company completed the acquisition of the Yarumalito Gold Project (the "Yarumalito Project") located in Antioquia, Colombia. The acquisition was completed pursuant to an asset purchase agreement between the Company and Newrange Gold Corp. ("Newrange"); and

● in March, 2020, the Company completed the acquisition of the Almaden Gold Project (the "Almaden Project") located in west-central Idaho. The acquisition was completed pursuant to an asset purchase agreement between the Company and Sailfish Royalty Corp.

The Company continues to review potential acquisition opportunities, with a focus on gold and gold-copper projects in mining friendly jurisdictions in the Americas.

Recent Developments

NYSE American Listing

On October 1, 2020, the Company announced that the GoldMining Shares were approved for listing and trading on the NYSE. The GoldMining Shares commenced trading at market open on the NYSE American on October 6, 2020 under the symbol "GLDG" and were delisted from the OTCQX International Market.

Gold Royalty Corp.

On June 24, 2020, the Company announced the creation of Gold Royalty Corp. ("GRC"), a wholly owned gold-focused royalty company, to expose existing shareholders to an additional and potential form of value enhancement. GRC's portfolio will initially include 14 newly created net smelter return royalties on the Company's projects. Please refer to the Company's press release dated June 24, 2020 for further information.

Almaden Resource Estimate

On June 3, 2020, the Company announced the completion of a resource estimate for the Almaden Gold Project and on July 15, 2020, the Company filed a technical report dated effective April 1, 2020 titled "Technical Report: Almaden Gold Property, Washington County, Idaho, USA" in respect of the project and which includes such estimate. A copy of the report is available under the Company's profile at www.sedar.com.

Yarumalito Resource Estimate

On May 5, 2020, the Company announced the completion of a resource estimate for the Yarumalito Project and on June 16, 2020, the Company filed a technical report dated effective April 1, 2020 titled "Technical Report: Yarumalito Gold-Copper Property, Department of Antioquia and Caldas, Republic of Columbia" in respect of the project and which includes such estimate. A copy of the report is available under the Company's profile at www.sedar.com.

Material Properties

The Company's principal exploration properties are its Whistler, Yellowknife, Titiribi, La Mina and São Jorge projects.

Whistler Gold-Copper Project

The Whistler Project, located 150 kilometres northwest of Anchorage, Alaska.The Whistler Project's exploration activities are subject to the State of Alaska's laws and regulations governing the protection of the environment. The Company has recognised a rehabilitation provision of $313,613 as at August 31, 2020.

During the three and nine months ended August 31, 2020, the Company incurred $152,308 and $175,525, respectively, of expenditures on the Whistler Project which included expenses associated with camp maintenance costs, professional fees and a road access study looking to connect the Whistler Project with a public highway north of Anchorage.

3

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

In 2020, the Company intends to maintain the Whistler Project in good standing. The Company does not currently plan to complete any exploration programs at the project in 2020.

Yellowknife Gold Project

The Company holds a 100% interest in the Yellowknife Project. The Yellowknife Project includes five gold deposits, being Nicholas Lake, Bruce, Ormsby, Goodwin Lake and Clan Lake. The Yellowknife Project is located 50 to 90 kilometres north of the city of Yellowknife in the Northwest Territories. The Nicholas Lake-Ormsby property is subject to a US$20,000 per year annual advance royalty payment.

In July 2017, the Company acquired the Yellowknife Project and assumed a provision for reclamation related to the restoration of the camp sites. As at August 31, 2020, the Company has recognised a rehabilitation provision of $506,965 for the Yellowknife Project.

During the three and nine months ended August 31, 2020, the Company incurred $30,744 and $41,527, respectively, of expenditures on the Yellowknife Project, which included expenditures for consulting fees to vendors that provided geological and technical services and camp maintenance costs. In 2020, the Company intends to maintain the Yellowknife Project in good standing. The Company does not currently expect to conduct exploration programs on the project in 2020.

Titiribi Gold-Copper Project

The Titiribi Project is located in central Colombia, approximately 70 kilometres southwest of the city of Medellin in the department of Antioquia and is comprised of one concession that covers an area of approximately 3,919 hectares.

During the three and nine months ended August 31, 2020, the Company incurred $107,501 and $185,193 of expenditures on the Titiribi Project, respectively, which included expenditures for camp maintenance costs, consulting fees, payroll and personnel expenses and surface rights lease payments. The Company currently intends to maintain the Titiribi Project in good standing. The Company is currently reviewing a potential exploration program for the Titiribi Project to commence on or about the end of 2020. The timing and budget for such program continue to be reviewed.

La Mina Gold Project

On May 30, 2017, the Company acquired a 100% interest in the La Mina Project as a result of its acquisition of Bellhaven.

During the three and nine months ended August 31, 2020, the Company incurred $18,284 and $96,785, respectively, of expenditures on the La Mina Project, which included expenditures for camp maintenance costs, payroll and personnel expenses. In 2020, the Company intends to maintain the La Mina Project in good standing. The Company is currently reviewing a potential exploration program for the La Mina Project to commence on or about the end of 2020. The timing and budget for such program continues to be reviewed.

São Jorge Gold Project

The São Jorge Project is comprised of seven exploration concessions covering 45,997 hectares.  In March 2017, the Company submitted to the Brazilian National Department of Mining Production (now the National Mining Agency) ("ANM") four contiguous license applications located east and west of three existing exploration concessions, one of which overlays the São Jorge deposit.  The four license applications were granted by the ANM in 2018.

4

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

In April and June 2020, Technical Exploration reports and the License Renewal applications were submitted for four exploration concessions (ANM processes nos. 850.193/2017 to 850.196/2017). In addition, the Company submitted to ANM a final report for exploration concession ANM no. 850.058/2002 that remains under review. Such reports must be accepted by ANM, subject to rights of appeal, in order to maintain the concession. If approved, the Company will have one year to apply to convert the exploration concession overlying the deposit to a mining concession, which will require further development studies and an environmental licence. There is no assurance that such studies or reports will be accepted or that such applications will be approved by the ANM and Secretaria de Estado de Meio Ambiente/Pará ("SEMA").

During the three and nine months ended August 31, 2020, the Company incurred $20,473 and $87,378, respectively, of expenditures on the São Jorge Project. These expenditures included license application fees and consulting fees to vendors that provided geological and technical services, and expenditures for camp maintenance costs. In 2020, the Company intends to maintain the São Jorge Project in good standing.

Other Properties

In addition to the above projects, the Company, through its wholly owned subsidiaries, holds the following interests in other properties:

● Cachoeira Project – the Company indirectly holds a 100% interest in the Cachoeira Project, located in Pará State, Brazil. The Cachoeira Project comprises one contiguous block consisting of three mining and two exploration licences covering approximately 5,742 hectares. In 2014, the Company submitted to the ANM an assessment plan for the mining concessions within the Cachoeira Project, including certain conceptual engineering studies. The Company notes that such assessment plan does not constitute a preliminary economic assessment within the meaning of NI 43-101 and no production decision with respect to the project has been made to date.

The Company has also submitted an Environmental Impact Assessment in 2013 to SEMA as part of its environmental licensing process, which is ongoing. The Company understands that SEMA's technical review has been completed and that SEMA will submit its technical advice along with the application of the Preliminary License to be endorsed by the Environmental Council of Pará State ("COEMA"). The review and approval of the application submitted by SEMA to COEMA is the last step to receive a preliminary license. The date for the next COEMA board meeting has yet to be set.

Pursuant to the mining licenses underlying the Cachoeira Project, the Company was required to commence mining operations at the property by April 2014, assuming the requisite environmental license has been granted by SEMA.  Such environmental license has not yet been granted. Once the environmental license is granted, the Company must proceed to production or may request a two-year extension. While such extensions have been granted by ANM in the past, there can be no assurance that such an extension will be granted on terms acceptable to the Company or at all. If an environmental license and the license extension described above are received, the Company will have an additional six months after the extension to implement an operational mining facility on the Cachoeira Project.

In March 2018, the Company received a court summons from a royalty holder with respect to the annual payment in lieu of the royalty for years 2014 to 2018. In response thereto, the Company has applied to the court to obtain a discharge from its obligation to make such annual payments on the basis that mining operations at the Cachoeira Project have not begun due to the environmental agency having not issued, in a timely fashion, the necessary licenses for the operation of the mine. The court has agreed to hear the Company's case and the judge presiding over the matter has requested witnesses for the plaintiff to testify in court. A date for the case to be heard by the lower court has not been set. There can be no assurance any such litigation will be determined on terms favourable to the Company.

5

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

● Surubim Project – the Company currently indirectly holds a 100% interest in the Surubim Project located in Pará State, Brazil. The Surubim Project consists of four exploration licenses for a total area of 14,611 hectares. One of the non-core concessions with a total area of 1,176 hectares is under appeal and the Company is awaiting a decision by ANM. On July 25, 2019 and October 30, 2019 final exploration reports presenting the results of exploration work conducted on the property by BGC, including drilling programs for the largest exploration concession within the Surubim Project, was submitted to ANM. Provided that ANM approves the submitted report, the Company would then have one year following such approval to present additional required studies to ANM and obtain environmental licensing, if the Company wishes to proceed with further work on the concession. Please see "Contractual Obligations – Surubim Project" for further information.

● Boa Vista Project – the Company, through its interest in the Boa Vista Gold ("BVG") joint venture, currently indirectly holds an 84.05% interest in the Boa Vista Project located in Pará State, Brazil.  The Boa Vista Project consists of three exploration licenses for a total area of 12,889 hectares.  The Company submitted a Final Exploration Report for two of the three exploration licenses in February 2018 (ANM no.850.759/2006 and 850.353/2010) and a Final Report for another exploration license on January 23, 2019 (ANM no.850.643/2006).  The Final Exploration Report for all three exploration licenses was approved by the ANM on November 22, 2019. The Company is required to prepare an Economic Assessment Plan and initiate the Environmental Licensing and submit the application for a Mining Concession to ANM no later than August 2021. Please see "Contractual Obligations – Boa Vista Project" for further information.

● Batistão Project – the Company currently indirectly holds a 100% interest in the Batistão Project located in Mato Grosso State, Brazil. The Company was required to file an Economic Assessment Plan and the Preliminary Environmental License, together with the mining concession application by January 2016. The Company requested an extension to submit the Mining Concession Application, due to the market conditions and gold price at the time, which had deteriorated since the Final Exploration Report was submitted to ANM in 2013. There is no assurance that ANM will accept the Company's request for an extension.

● Montes Áureos and Trinta Projects – the Company currently holds a 51% interest in the Montes Áureos and Trinta Projects located in Pará and Maranhão States, Brazil. The Company is in the process of applying for the mining concession for the Montes Áureos Project and the renewal of the exploration permit for the Trinta Project. Both applications are under review by ANM. There is no assurance that such applications will be approved by ANM.

● Crucero Project – the Company currently indirectly holds a 100% interest in the Crucero Project, located in the eastern Cordillera of southeastern Peru in the Department of Puno, Province of Carabaya, District of Crucero. The Crucero Project is comprised of eight mining concessions with an aggregate area of 4,600 hectares.

● Yarumalito Project – the Company currently indirectly holds a 100% interest in the Yarumalito Project located in Antioquia, Colombia. The Yarumalito Project consists of one concession for a total area of approximately 1,453 hectares.

● Almaden Project – The Almaden Project, located in west-central Idaho, is comprised of 223 claims and leases covering an area of 1,724 hectares.

● Rea Project – the Company indirectly holds a 75% interest and Orano Canada Inc. ("Orano") (formerly Areva Resources Canada Inc.) holds the remaining 25% interest in the Rea Project. The Rea Project is located in northeastern Alberta, Canada, approximately 185 kilometres northeast of Fort McMurray. The Rea Project consists of 16 contiguous exploration permits, which cover an area of 125,328 hectares in the western part of the Athabasca Basin and surrounds the Maybelle project held by Orano. Pursuant to a review of the Caribou Protection Plan (the "CPP") announced by the Alberta Department of Environment and Parks in 2016, an extension on filing mineral assessment reports was granted by the Department of Coal and Mineral Development, Alberta Energy to the Company to March 31, 2021. The extension states that until the CPP is finalized, no metallic and industrial mineral permits will be cancelled and mineral assessment reports normally due to maintain permits in good standing will not be required. Once the CPP is finalized, permit and assessment report timelines will be extended accordingly. Extensions will take into consideration any new or existing surface restrictions and time needed to obtain exploration approvals. The Company expects to plan future programs once this review has been completed.

The Company currently intends to hold these early stage properties in good standing with the intention of conducting exploration programs, entering into potential option agreements or selling the properties.

6

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Properties Outlook

As previously disclosed, the Company is focused on identifying and completing additional acquisitions to further build shareholder value. In furtherance thereof, the Company has determined to focus expenditures related to its existing project portfolio on project maintenance and low-cost exploration programs. Certain of the Company's properties, including its Boa Vista, Surubim and La Mina projects are subject to ongoing option and other agreements that require additional payments by the Company. While the Company currently intends to complete its obligations, in the event that the Company determines not to proceed with, or otherwise fails to make such payments, its interests in such projects may be lost. In addition, the Company plans to renegotiate certain existing property agreements and commitments in order to better position itself for its long-term strategy and that reflect current market conditions. There can be no assurance that any renegotiation will be achieved on preferential terms or at all. Please see "Contractual Obligations" for further information.

Results of Operations 

For the three months ended August 31, 2020, the Company incurred total operating expenses of $3,216,910, compared to $1,613,317 in the same period of 2019. The increase was primarily the result of increased consulting fees, depreciation, exploration expenses, general and administrative expenses, professional fees and share-based compensation, partially offset by decreased directors' fees, salaries and benefits.

General and administrative expenses were $943,969 in the three months ended August 31, 2020, compared to $262,943 in the same period of 2019. The increase was primarily the result of higher investor communications and marketing expenses. In the three months ended August 31, 2020, general and administrative expenses primarily included, investor communications and marketing expenses of $773,646, compared to $90,106 for the same period in 2019, office, travel and rental expenses of $101,293, compared to $101,945 for the same period in 2019, transfer agent and regulatory fees of $38,250, compared to $43,824 for the same period in 2019; and insurance fees of $30,780, compared to $27,068 for the same period in 2019. General and administrative expenses were $1,941,112 in the nine months ended August 31, 2020, compared to $756,148 in the same period of 2019. The increase was primarily the result of higher investor communications and marketing expenses and office, travel and rental expenses. In the nine months ended August 31, 2020, general and administrative expenses primarily included, investor communications and marketing expenses of $1,309,794, compared to $239,374 for the same period in 2019, office, travel and rental expenses of $389,822, compared to $277,273 for the same period in 2019, transfer agent and regulatory fees of $162,699, compared to $167,906 for the same period in 2019 and insurance fees of $78,797, compared to $71,595 for the same period in 2019.

Exploration expenses were $424,539 in the three months ended August 31, 2020, compared to $412,613 in the same period of 2019. Exploration expenditures incurred in the three months ended August 31, 2020 consisted primarily of exploration and field expenses of $120,488, compared to $79,269 for the same period in 2019, consulting fees to vendors who provided geological and technical services respecting the Company's projects, of $45,687, compared to $16,962 in the same period in 2019, payroll and employee expenses of $40,168, compared to $39,442 in the same period in 2019 and other exploration expenses which included land fees required to maintain the projects in good standing and an access road study looking to connect the Whistler Project with a public highway north of Anchorage, of $218,196, compared to $276,940 in the same period in 2019.

7

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Exploration expenses were $901,815 in the nine months ended August 31, 2020, compared to $1,067,491 in the same period of 2019. The decrease was primarily the result of lower potential interest fees on advance royalty payments for the Cachoeira Project, lower camp maintenance and consulting fees incurred on the Sao Jorge and Yellowknife projects and the deferral of surface rights and land payments on the La Mina and Crucero projects. These decreases were partially offset by higher camp maintenance costs on the Titiribi and Whistler projects and consulting fees and land payments incurred on the Almaden and Yarumalito projects, which were acquired during fiscal year 2020. Exploration expenditures incurred in the nine months ended August 31, 2020 consisted primarily of exploration and field expenses of $301,633, compared to $198,342 for the same period in 2019, consulting fees to vendors who provided geological and technical services respecting the Company's projects, of $123,485, compared to $174,759 in the same period in 2019, payroll and employee expenses of $123,681, compared to $126,869 in the same period in 2019 and other exploration expenses which included land fees required to maintain the Company's projects in good standing, an access road study related to the Whistler Project and potential interest fees on the Cachoeira Project, of $353,016, compared to $567,521 in the same period in 2019.

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

									For the period from
	For the three months ended				For the nine months ended				incorporation,
	August 31,				August 31,				September 9, 2009, to
	2020		2019		2020		2019		August 31, 2020
	($)		($)		($)		($)		($)
Titiribi		107,501		58,106		185,193		175,454		1,514,381
Whistler		152,308		147,455		175,525		159,887		1,871,079
Almaden		52,342		-		146,457		-		146,457
Cachoeira		29,279		44,646		97,484		340,200		6,281,218
La Mina		18,284		52,527		96,785		100,238		782,594
São Jorge		20,473		17,388		87,378		95,118		973,638
Yarumalito		13,608		-		68,139		-		68,139
Yellowknife		30,744		10,572		41,527		110,930		719,188
Montes Áureos and Trinta		-		-		1,668		-		1,819,966
Rea		-		-		-		-		265,930
Surubim		-		-		-		-		209,772
Crucero		-		80,679		-		80,679		130,154
Batistão		-		-		-		-		30,902
Other Exploration Expenses		-		1,240		1,660		4,985		1,566,208
Total		424,539		412,613		901,815		1,067,491		16,379,626

Non-cash share-based compensation expenses were $1,085,091 and $1,976,417 in the three and nine months ended August 31, 2020, respectively, compared to $386,770 and $976,135 in the same periods of 2019. The increase was primarily the result of higher share-based compensation recorded for consultants. As the fair value of unvested share options granted to consultants are revalued at the end of each reporting period, due to the significant increase in the Company's share price, this resulted in higher share-based compensation for consultants. During the nine months ended August 31, 2020, options were granted to employees and consultants of the Company, such options have a weighted average exercise price of $1.80 per GoldMining Share and are valid for a weighted average period of 2.76 years from their grant dates. During the nine months ended August 31, 2019, options were granted to employees and consultants of the Company, such options have a weighted average exercise price of $1.04 per GoldMining Share and are valid for a period of 5 years from their grant dates.

Consulting fees paid to corporate development, information technology and human resources service providers were $120,121 and $388,197 in the three and nine months ended August 31, 2020, respectively, compared to $70,958 and $181,290 in the same periods of 2019. The increase was primarily the result of higher marketing and corporate development activities in the current period.

8

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Professional fees were $389,130 and $694,116 in the three and nine months ended August 31, 2020, respectively, compared to $161,235 and $413,998 in the same periods of 2019. The increase during the three and nine months ended August 31, 2020 was primarily the result of increased legal, accounting, tax and advisory services in relation to the Company's NYSE application, the launch of GRC and other increased corporate activities.

The Company's share of loss on its investment in the Boa Vista Project was $1,096 and $4,018 in the three and nine months ended August 31, 2020, respectively, compared to $4,906 and $10,815 in the same periods of 2019. The loss incurred by the joint venture was primarily due to expenses paid to maintain the Boa Vista Project. The Boa Vista Project remains an exploration stage project.

During the three and nine months ended August 31, 2020, the Company incurred a net loss of $3,226,411 and $6,992,532, respectively, or $0.02 and $0.05 per share, respectively, on a basic and diluted basis, compared to $1,583,834 and $4,383,527, respectively, or $0.01 and $0.03 per share, respectively, on a basic and diluted basis, for the same periods of 2019.

Summary of Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated. The Company did not have any revenues during such periods.

For the quarter ended	Net loss ($)		Basic and diluted net loss per share ($)
August 31, 2020		3,226,411		0.02
May 31, 2020		1,906,637		0.01
February 29, 2020		1,859,484		0.01
November 30, 2019		1,832,447		0.01
August 31, 2019		1,583,834		0.01
May 31, 2019		1,240,853		0.01
February 28, 2019		1,558,840		0.01
November 30, 2018		2,099,120		0.02

Expenses incurred by the Company are typical of junior exploration companies. The Company's fluctuations in net loss from quarter to quarter were mainly related to exploration, permitting and licensing work as well as corporate activities conducted during the respective quarters.

Liquidity and Capital Resources 

The following table sets forth selected information regarding the Company's financial position for the periods indicated:

	As at August 31, 2020 ($)		As at November 30, 2019 ($)
Cash and cash equivalents		7,125,142		6,477,885
Working capital		5,742,567		5,051,471
Total assets		66,753,857		68,275,127
Total current liabilities		1,947,280		1,812,693
Accounts payable and accrued liabilities		1,847,840		1,634,452
Total non-current liabilities		860,578		816,694
Shareholders' equity		63,945,999		65,645,740

9

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Capital resources of the Company consist primarily of cash and liquid short-term investments. As at August 31, 2020, the Company had cash and cash equivalents totaling $7,125,142 compared to $6,477,885 at November 30, 2019, and $564,705 in other current assets compared to $386,279 at November 30, 2019. The Company had accounts payable and accrued liabilities of $1,847,840 as at August 31, 2020, compared to $1,634,452 as at November 30, 2019. The increase in accounts payable and accrued liabilities of $213,388 was primarily the result of an increase in accrued liabilities related to potential interest fees on the Cachoeira Project and an increase in accounts payable for professional services and investor communications and marketing provided during the period, offset by the payment of annual land fees of $296,113 for the Whistler Project, which were included in accounts payable at November 30, 2019. Accounts payable and accrued liabilities includes an advanced royalty payment accrual relating to the dispute with a royalty holder on the Cachoeira Project, of $1,103,353 as at August 31, 2020, compared to $1,052,489 as at November 30, 2019. As at August 31, 2020, the Company had working capital (current assets less current liabilities) of $5,742,567 compared to $5,051,471 as at November 30, 2019.

The Company currently intends to hold its early stage properties in good standing with the intention of exploring additional advancement of such projects when economic conditions related to the ongoing COVID-19 pandemic improve. Certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects are subject to certain ongoing agreements that require additional payments by the Company. Therefore, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, license application and extension fees, and camp maintenance costs. Based on management's decision to maintain its current projects in good standing, management believes that available cash will be adequate to meet ongoing liquidity needs in the short-term and over the next year for the Company's existing business and projects. Future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, which the Company may obtain through equity and/or debt financing.

The Company believes that it has sufficient capital resources, including cash and cash equivalents, to meet its obligations over the next 12 months. The Company's ability to meet its obligations and finance exploration and development activities over the long-term will depend on its ability to generate cash flow through the issuance of GoldMining Shares pursuant to equity financings and/or short-term or long-term loans. The Company's growth and success is dependent on external sources of financing, which may not be available on acceptable terms or at all.

Contractual Obligations

The following table summarizes the Company's contractual obligations, including payments due for each of the next five years and thereafter:

Contractual Obligations	Payments Due by Period
	Total ($)		Less than 1 year ($)		1 – 3 years ($)		3 – 5 years ($)		After 5 years ($)
Office and Storage Leases		162,940		156,178		6,762		-		-
Land Access Agreement(1)		3,339		3,339		-		-		-
Mineral Rights Agreement - Boa Vista Project(2)		767,965		-		767,965		-		-
Mineral Property Option Agreement - Surubim Project(3)		905,921		86,072		819,849		-		-
Surface Rights Lease Agreement - La Mina Project(4)		234,742		97,809		136,933		-		-
Total Contractual Obligations		2,074,907		343,398		1,731,509		-		-

(1) Payment is converted from R$14,000 to C$3,339 using the period end exchange rate of R$4.1929/C$1.

(2) Payment is converted from R$3,220,000 to C$767,965 using the period end exchange rate of R$4.1929/C$1.

(3) Payment is converted from US$694,660 to C$905,921 using the period end exchange rate of US$0.7668/C$1.

(4) Payment is converted from US$180,000 to C$234,742 using the period end exchange rate of US$0.7668/C$1.

10

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

General and Administrative

The Company is renting or leasing various offices and storage spaces located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $78,929 remaining for the year ended November 30, 2020. These lease agreements expire between October 2020 and June 2022. Contractual obligations under land access agreements related to the Company's Brazilian projects are $3,339 for the year ended November 30, 2020.

Mineral Projects

Boa Vista Project

Pursuant to the terms of a shareholder's agreement among BGC, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of 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.

Surubim Project

Mineração Regent Brasil Ltda. ("Regent"), a subsidiary of BGC, entered into an option agreement on February 11, 2010, as amended January 16, 2011, March 23, 2015, May 30, 2019 and July 20, 2020, pursuant to which Regent acquired its interest in certain exploration licenses by making cash payments. Pursuant to the amendment on July 20, 2020, the Company is required to make the following payments:

● R$300,000 in May 2019 (paid);

● US$14,000 (payable in R$ equivalent) in July 2020 (paid);

● US$26,000 (payable in R$ equivalent) in July 2020 (deferred to October 2020);

● US$40,000 (payable in R$ equivalent) in July 2021; and

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

If Regent 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.

Pursuant to an option agreement between BGC and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, BGC 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.

11

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

La Mina Project

The La Mina Project hosts the La Mina concession and the contiguous La Garrucha concession. The La Garrucha concession 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 La Garrucha by making the following payments:

● US$75,000 in May 2017 (paid);

● US$75,000 in November 2017 (paid);

● US$75,000 in May 2018 (paid);

● US$75,000 in November 2018 (paid);

● US$25,000 in June 2019 (paid);

● US$25,000 in December 2019 (paid);

● US$25,000 in June 2020 (paid in October 2020);

● US$25,000 in December 2020;

● US$25,000 in June 2021;

● US$25,000 in December 2021;

● US$25,000 in June 2022; and

● US$55,000 in December 2022.

In addition, pursuant to an option agreement entered into by Bellhaven 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 6, 2022.

Cash Flows 

Operating Activities

Net cash used in operating activities during the nine months ended August 31, 2020 was $4,867,028, compared to $3,569,347 in the nine months ended August 31, 2019. Significant operating expenditures during the current period included general and administrative expenses, directors' fees, salaries and benefits, consulting fees, professional fees and exploration expenditures. The increase of net cash used in operating activities is primarily due to the Company's increase in consulting fees, general and administrative expenses and professional fees, partially offset by a decrease in directors' fees, salaries and benefits and exploration expenditures.

Investing Activities

Net cash used in investing activities during the nine months ended August 31, 2020 was $905,234, compared to $298,030 during the nine months ended August 31, 2019. The net cash used in investing activities was primarily related to the Company's investments in exploration and evaluation assets in the amount of $885,387 compared to $146,330 during the nine months ended August 31, 2019. During the nine months ended August 31, 2020, the Company invested $nil in its joint venture compared to $151,700 during the nine months ended August 31, 2019.

Financing Activities

Net cash provided by financing activities during the nine months ended August 31, 2020 was $6,116,541, compared to $1,241,667 during the nine months ended August 31, 2019. Net cash provided by financial activities was primarily related to cash received from the exercise of options and warrants during the nine months ended August 31, 2020 in the amount of $6,151,839 compared to $1,241,667 during the nine months ended August 31, 2019.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

12

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Transactions with Related Parties

Related Party Transactions

During the three and nine months ended August 31, 2020, the Company incurred the following related party transactions:

● During the three and nine months ended August 31, 2020, the Company incurred $10,500 and $35,664 (compared to $12,000 and $41,323 in the same periods of 2019) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid 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. As at August 31, 2020, $3,675 was payable to such related party compared to $4,200 as at November 30, 2019. The Company also granted Options to the related party and the fair value of the Options recognized as expense during the three and nine months ended August 31, 2020 was $123,586 and $209,285 (compared to $45,065 and $86,941 in the same periods of 2019), using the Black-Scholes option pricing model.

● During the three and nine months ended August 31, 2020, the Company incurred $16,875 and $59,050 (compared to $13,163 and $18,938 in the same periods of 2019) in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to a company controlled by a direct family member of its Chairman. As at August 31, 2020, $15,750 was payable to such related party compared to $158 as at November 30, 2019.

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2020, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

Transactions 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 and nine months ended August 31, 2020 and 2019 comprised of:

	For the three months ended				For the nine months ended
	August 31,				August 31,
	2020		2019		2020		2019
	($)		($)		($)		($)
Management Fees(1)		34,756		52,339		128,386		153,012
Director and Officer Fees(1)		44,041		68,073		161,579		357,670
Share-based compensation		73,853		231,189		419,713		602,429
Total		152,650		351,601		709,678		1,113,111

(1) Total directors' fees, salaries and benefits of $620,394 (nine months ended August 31, 2019: $982,773) disclosed in the consolidated statement of comprehensive loss for the nine months ended August 31, 2020, includes $104,896 and $23,490 (nine months ended August 31, 2019: $123,750 and $29,262) paid to the Company's Chief Executive Officer and Chief Financial Officer, respectively, and $161,579 (nine months ended August 31, 2019: $357,670) in fees paid to the Company's president and directors, and $330,429 (nine months ended August 31, 2019: $472,091) paid for employees' salaries and benefits.

Total compensation, including share-based compensation, to key members of management and directors for the three and nine months ended August 31, 2020 was $152,650 and $709,678 compared to $351,601 and $1,113,111 in the same periods of 2019. As at August 31, 2020, $nil was payable to a director compared to $139,600 as at November 30, 2019. Compensation is comprised entirely of employment and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer, who is also a director of the Company and the Chief Financial Officer.

13

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact our consolidated financial statements. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are disclosed in Note 3 of our unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2020.

Adoption of New Accounting Standards

The accounting policies adopted are consistent with those of the previous financial year. The Company adopted the following new accounting standard effective December 1, 2019:

IFRS 16 Leases

Effective December 1, 2019, the Company adopted IFRS 16, Leases retrospectively, with the cumulative effect of initially applying the standard as an adjustment to retained earnings and no restatement of comparative information. The Company elected to measure its right-of-use asset at the amount equal to the associated lease liability; as such, the adjustment to retained earnings was $nil. Upon adoption, the Company elected to apply the available exemptions as permitted by IFRS 16 to recognize a lease expense on a straight-line basis for short-term leases (lease term of 12 months or less) and low value assets. The Company elected to apply the practical expedient whereby leases whose term ends within 12 months of the date of initial application would be accounted for in the same way as short-term leases. The Company also elected to apply the practical expedient not to separate non-lease components from lease components, by class of underlying asset, and instead will account for each lease component and any associated non-lease components as a single lease component. Upon adoption of IFRS 16, the Company recognized an additional right-of-use asset and lease liability related to office space in the amount of $65,794. From December 1, 2019, the Company recognizes depreciation expense on the right-of-use asset and interest expense on lease liabilities with lease payments recorded as a reduction of the lease liability. Prior to the adoption of IFRS 16, lease payments were recorded as expenses in the consolidated statements of comprehensive loss. The adoption of IFRS 16 has not had a significant impact on earnings. Further information on the adoption of IFRS 16, right-of-use asset and lease liability are disclosed in the notes to the accompanying condensed consolidated interim financial statements.

Financial Instruments and Risk Management 

The Company's financial assets include cash and cash equivalents, other receivables, short-term investments, and reclamation deposits. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liability and government loan payable. 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, receivables, accounts payable and accrued liabilities, due to joint venture and due to related party amounts approximate fair value due to their short terms to settlement. The Company's short-term investment is measured at fair value on a recurring basis and classified as Level 1 within the fair value hierarchy. The fair value of short-term investments is determined by obtaining the quoted market price of the short-term investment and multiplying it by the quantity of shares held by the Company. The determination of the fair value of the lease liability is based on the discounted cash flow model using an interest rate of 4.44%.

14

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Financial risk management objectives and polices

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

Currency risk

The Company's operating expenses and acquisition costs are denominated in United States Dollars, Brazilian Reals, Colombian Pesos and Canadian dollars. 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 its foreign exchange exposure.

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

	As at August 31,		As at November 30,
	2020		2019
	($)		($)
Assets
United States Dollar		24,184		100,945
Brazilian Real		22,635		10,320
Colombian Peso		40,138		343,333
Total		86,957		454,598

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $1,103,353.

The Company's sensitivity analysis suggests that a consistent 10% change in the foreign currencies relative to the Canadian dollar exchange rate on the Company's financial instruments based on balances at August 31, 2020 would have an impact of $101,640 on net loss for the nine months ended August 31, 2020.

Interest 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 interest-bearing financial assets are cash and guaranteed investment certificates, which bear interest at fixed or variable rates. The Company does not believe it is exposed to material interest rate risk related to these instruments. As such, the Company has not entered into any derivative instruments to manage interest rate fluctuations.

Credit 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.

15

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

At August 31, 2020, the maximum exposure to credit risk for other receivables by geographic region was as follows:

	August 31,		November 30,
	2020		2019
	($)		($)
Canada		27,871		52,487
Brazil		1,363		1,548
United States		77		78
Peru		905		922
Colombia		14,502		15,775
Total		44,718		70,810

Liquidity 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. Taking into account the current cash balances, the Company believes it has sufficient working capital for its present obligations for at least the next twelve months commencing from August 31, 2020. However, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of a financing will be favourable. The Company's working capital (current assets less current liabilities) as at August 31, 2020 was $5,742,567. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties and lease liability are expected to be realized or settled, respectively, within a one-year period.

Outstanding Share Data

As at the date hereof, the Company has 148,419,444 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

16

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Share Options

The outstanding share options to purchase GoldMining Shares as at the date of this MD&A are as follows:

Expiry Date	Exercise/Grant Price ($)	Number Outstanding
April 1, 2021	0.73	685,000
July 24, 2021(1)	1.00	26,738
August 18, 2021	2.51	50,000
October 6, 2021	2.50	55,000
March 1, 2022	1.74	65,000
April 4, 2022	1.75	30,000
July 22, 2022	1.69	2,585,000
October 27, 2022	1.55	50,000
January 30, 2023	1.34	50,000
February 28, 2023	1.23	385,000
March 29, 2023	1.21	100,000
April 20, 2023	1.20	200,000
November 26, 2023	0.78	1,980,000
January 2, 2024	0.78	2,500
January 14, 2024	0.95	50,000
April 10, 2024	0.94	5,000
June 24, 2024	0.96	25,000
August 7, 2024	1.05	1,964,250
November 25, 2024	1.05	290,250
January 20, 2022	1.50	265,000
January 29, 2022	1.50	40,000
July 8, 2022	2.28	65,000
July 8, 2025	2.28	50,000
August 1, 2025	2.22	150,000
August 31, 2025	3.38	50,000
September 24, 2025	2.86	200,000
		9,418,738

(1) Pursuant to the Arrangement with Bellhaven, the Company assumed the Bellhaven Options from Bellhaven, whereby each Bellhaven Option exercised will be converted into 0.25 of a GoldMining Share. There are currently 106,952 Bellhaven Options exercisable at $0.25 per option. Therefore, the 106,952 Bellhaven Options may be converted into 26,738 GoldMining Shares at an exercise price of $1.00 per GoldMining Share.

Other than the Bellhaven Options described in footnote (1) above, each option entitles the holder thereof to purchase one GoldMining Share.

Restricted Share Rights

As at the date of this MD&A, there are 136,037 restricted share rights outstanding, which are convertible into 136,037 GoldMining Shares.

Risk Factors

Potential investors in the Company should be aware that investing in its securities involves a high degree of risk. A comprehensive discussion of risk factors is included in the AIF, its management's discussion and analysis for the three months ended February 29, 2020 and other filings with the Canadian Regulatory Authorities available on SEDAR at www.sedar.com.

Disclosure Controls and Procedures

Management of the Company performed an evaluation of the design and operating effectiveness of the Company's Disclosure Controls and Procedures ("DC&P"), as defined by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"). This evaluation was performed under the supervision of and with participation by the Company's CEO and CFO. Management concluded the Company's DC&P were effective as at August 31, 2020 to provide reasonable assurance that: (i) material information relating to the Company and its consolidated subsidiaries is made known to them by others, particularly during the period in which interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within required time periods.

17

GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2020

Internal Controls over Financial Reporting

In accordance with NI 52-109, management is responsible for establishing and maintaining adequate DC&P and Internal Control Over Financial Reporting ("ICFR"). 

The Company uses the 2013 Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission as the basis for assessing its ICFR. Management performed an evaluation of the Company's ICFR and concluded that, as at August 31, 2020, ICFR were designed and operating effectively so as to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. There were no changes in the Company's ICFR that materially affected, or are reasonably likely to materially affect, ICFR during the three and nine months ended August 31, 2020.

While management of the Company have designed the Company's DC&P and ICFR, they expect that these controls and procedures may not prevent all errors and fraud.  A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

Additional Information

Additional information regarding the Company, including the Company's most recently filed Annual Information Form, are available under the Company's profile at www.sedar.com.

18

EX-99.3

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Garnet Dawson, Chief Executive Officer of GoldMining Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended August 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2019 and ended on August 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 13, 2020

/s/ Garnet Dawson                

Garnet Dawson

Chief Executive Officer

1

EX-99.4

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Patrick Obara, Chief Financial Officer of GoldMining Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GoldMining Inc. (the “issuer”) for the interim period ended August 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2019 and ended on August 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 13, 2020

/s/ Patrick Obara                     

Patrick Obara

Chief Financial Officer

1