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 February, 2021.

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	News release dated February 24, 2021

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:	February 24, 2021

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

GoldMining’s subsidiary Gold Royalty Increases Size of Proposed IPO

Vancouver, British Columbia – February 24, 2021 – GoldMining Inc. (TSX: GOLD; NYSE AMERICAN: GLDG) ("GoldMining") announced that its subsidiary, Gold Royalty Corp. ("GRC") has increased the size of its proposed initial public offering (the "IPO") of its units (the "Units") from up to 6,000,000 Units to up to 12,000,0000 Units. GRC is offering the Units at a public offering price of US$5.00 per Unit.

Each Unit will be comprised of one common share of GRC and one-half of a warrant to purchase a common share. Each full warrant will entitle the holder thereof to acquire one common share at a price of US$7.50 per share for a period of three years. GRC has applied to list its common shares and the warrants on the NYSE American under the symbols "GROY" and "GROY WS", respectively.

GRC expects to grant the underwriters a 30-day option to purchase up to 15% of each of the number of common shares and/or warrants sold under the offering to cover over-allotments, if any.  

H.C. Wainwright & Co., LLC and BMO Capital Markets are acting as the book running managers and co-lead underwriters of a syndicate that includes CIBC Capital Markets, Haywood Securities, Raymond James Ltd., Roth Capital Partners, Scotiabank, Sprott Capital Partners L.P. and TD Securities Inc.

A registration statement, including a prospectus, which is preliminary and subject to completion, relating to the proposed IPO has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on Form F-1 (File No. 333- 252036) but has not yet become effective. A second amended and restated preliminary prospectus has been filed with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec, containing important information relating to the Units and remains subject to completion or amendment. The securities under the IPO cannot be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective with the SEC or until a receipt for the final prospectus has been issued by the relevant securities commissions in Canada. A copy of the registration statement, including the preliminary prospectus contained therein, is available under GRC’s profile on EDGAR and a copy of the second amended and restated preliminary prospectus is available under GRC's profile on SEDAR.

The offering will be made only by means of a prospectus. Copies of the second amended and restated preliminary prospectus may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, or by email to placements@hcwco.com; BMO Capital Markets, 3 Times Square, 25th Floor, New York, NY 10036, Attn: Equity Syndicate Department, or by email to bmoprospectus@bmo.com; CIBC Capital Markets by email at mailbox.canadianprospectus@cibc.com; Haywood Securities by email at ecm@haywood.com; Raymond James Ltd. by email at ecm-syndication@raymondjames.ca; Roth Capital Partners by email at rothecm@roth.com; Scotiabank by email at equityprospectus@scotiabank.com; Sprott Capital Partners L.P. by email at ecmscp@sprott.com; or TD Securities Inc. by email at sdcconfirms@td.com.

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3

H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC are not registered as investment dealers in any Canadian jurisdictions and, accordingly, will not, directly or indirectly, solicit offers to purchase or sell Units in Canada.

No securities regulatory authority has either approved or disapproved of the contents of this news release.  This release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of GRC, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.

About Gold Royalty Corp.

Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry.

GoldMining Inc. / Gold Royalty Corp.

Telephone: (855) 630-1001

Email: info@goldmining.com

Email: info@goldroyalty.com

Forward Looking Statements

This press release contains certain forward-looking statements, including forward-looking information within the meanings of applicable Canadian securities laws. Such statements include statements with regard to the proposed IPO. Words such as “expects”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the IPO will be completed on the terms described, or at all. Completion of the IPO and the terms thereof are subject to numerous factors, many of which are beyond GoldMining and GRC's respective control, including, without limitation, failure of customary closing conditions and the risk factors and other matters set forth in GRC's preliminary prospectus. Neither GoldMining nor GRC undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

SUITE 1830 – 1030 WEST GEORGIA STREET

VANCOUVER BC V6E 2Y3