ex_1025886.htm

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

AUGUST 31, 2026 AND 2025

(Expressed in thousands of Canadian Dollars unless otherwise stated)

GoldMining Inc.

Condensed Consolidated Interim Statements of Financial Position

As at August 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			As at August 31,			As at November 30,
	Notes		2026			2025 (revised-note 3)
			($)			($)
Assets
Current assets
Cash and cash equivalents		4		16,675			24,937
Restricted cash				-			60
Restricted deposits		5		1,311			-
Income taxes receivable				56			158
Prepaid expenses and deposits				970			555
Short-term investments		6		30,256			1,383
Other assets				185			491
				49,453			27,584
Non-current assets
Reclamation deposits				-			494
Exploration and evaluation assets		7		57,875			57,998
Land, property and equipment		8		3,356			2,953
Investment in joint venture				455			629
Long-term investments		9		99,315			148,303
				210,454			237,961

Liabilities
Current liabilities
Accounts payable and accrued liabilities				2,683			2,171
Due to joint venture				28			29
Due to related parties		14		27			268
Lease liabilities				107			100
Income taxes payable				-			89
Withholding taxes payable				-			253
Derivative liabilities		12		-			1,598
				2,845			4,508
Non-current liabilities
Lease liabilities				118			199
Rehabilitation provisions				1,319			1,327
Deferred tax liability				4,164			3,926
				8,446			9,960

Equity
Issued capital		10		226,576			214,387
Reserves		10		15,674			14,786
Share issuance obligation				-			498
Accumulated deficit				(28,714	)		(8,718	)
Accumulated other comprehensive income (loss)				(13,515	)		4,627
Total equity attributable to shareholders of the Company				200,021			225,580
Non-controlling interests		11		1,987			2,421
				202,008			228,001
				210,454			237,961

Commitments (Note 16)

Approved and authorized for issue by the Board of Directors on October 14, 2026.

/s/ "David Kong"

/s/ "Pat Obara"

David Kong

Director

Pat Obara

Chief Financial Officer

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

GoldMining Inc.

Condensed Consolidated Interim Statements of Comprehensive Income (loss)

For the three and nine months ended August 31, 2026 and 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

			For the three months						For the nine months ended
			ended August 31,						August 31,
	Notes		2026			2025 (revised-note 3)			2026			2025 (revised-note 3)
			($)			($)			($)			($)
Operating expenses
Consulting fees				119			187			358			370
Depreciation		8		114			85			297			260
Directors' fees, employee salaries and benefits		14		898			617			2,572			1,794
Exploration expenses		7		11,398			3,764			16,125			5,334
General and administrative				1,182			1,549			5,158			5,323
Professional fees				283			339			1,537			1,833
Share-based compensation		10, 11		856			371			3,958			2,189
Share of loss in associate				-			641			-			346
Share of loss on investment in joint venture				1			45			7			51
				14,851			7,598			30,012			17,500
Operating loss				(14,851	)		(7,598	)		(30,012	)		(17,500	)

Other items
Interest income				115			35			509			174
Flow-through recovery				-			49			-			49
Gain on share sales of investment in associate				-			108			-			149
Gain on remeasurement of investment in NevGold				-			337			-			337
Gain on revaluation of derivative liabilities		12		-			355			1,342			3,248
Other expenses				(9	)		(46	)		(43	)		(103	)
Net foreign exchange gain				268			25			-			79
Net loss for the period before taxes				(14,477	)		(6,735	)		(28,204	)		(13,567	)
Current income tax expense				(35	)		(107	)		(37	)		(25	)
Deferred income tax recovery (expense)				378			7,094			(2,434	)		9,230
Net income (loss) for the period				(14,134	)		252			(30,675	)		(4,362	)

Attributable to:
Shareholders of the Company				(11,259	)		686			(26,762	)		(3,873	)
Non-controlling interests				(2,875	)		(434	)		(3,913	)		(489	)
Net income (loss) for the period				(14,134	)		252			(30,675	)		(4,362	)

Other comprehensive income (loss)
Items not subsequently reclassified to net income or loss:
Unrealized gain (loss) on short-term investments		6		(29,783	)		25			4,197			36
Unrealized gain (loss) on long-term investments		9		2,769			53,062			(24,193	)		68,888
Deferred tax recovery (expense) on investments				5,380			(7,068	)		2,272			(9,204	)
Items that may be reclassified subsequently to net income or loss:
Foreign currency adjustment reclassified to net loss				-			(134	)		-			(134	)
Foreign currency translation adjustments				(137	)		550			(334	)		(94	)
Total comprehensive income (loss) for the period				(35,905	)		46,687			(48,733	)		55,130

Attributable to:
Shareholders of the Company				(33,052	)		47,125			(44,805	)		55,641
Non-controlling interests		11		(2,853	)		(438	)		(3,928	)		(511	)
Total comprehensive income (loss) for the period				(35,905	)		46,687			(48,733	)		55,130

Net income (loss) per share, basic and diluted				(0.05	)		0.00			(0.13	)		(0.02	)

Weighted average number of shares outstanding, basic and diluted				214,899,324			199,261,103			213,618,843			196,848,393

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

GoldMining Inc.

Condensed Consolidated Interim Statements of Changes in Equity

For the nine months ended August 31, 2026 and 2025

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

																	Accumulated			Attributable
																	Other			to Shareholders			Non-
			Number of		Issued						Share Issuance			Accumulated			Comprehensive			of the			Controlling
	Notes		Shares		Capital			Reserves			Obligation			Deficit			Income (Loss)			Company			Interests			Total
					($)			($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2024 (revised- note 3)				194,740,857		190,785			14,050			91			(8,382	)		(86,930	)		109,614			432			110,046
Restricted share rights vested		10		356,265		427			(700	)		273			-			-			-			-			-
US GoldMining																					-						-
Options exercised				-		-			-			-			(2	)		-			(2	)		2			-
Restricted share rights vested				-		-			-			-			(2	)		-			(2	)		2			-
At-the-Market offering:
Common shares issued for cash				-		-			-			-			2,848			-			2,848			809			3,657
Agents' fees and issuance costs				-		-			-			-			(82	)		-			(82	)		(21	)		(103	)
At-the-Market offering:
Common shares issued for cash		10		4,755,273		5,086			-			-			-			-			5,086			-			5,086
Agents' fees and issuance costs		10		-		(127	)		-			-			-			-			(127	)		-			(127	)
Common shares issued in flow-through share financing				373,135		399			-			-			-			-			399			-			399
Share-based compensation		10,11		-		-			1,521			-			538			-			2,059			130			2,189
Transfer of OCI to accumulated- deficit upon disposal of investment				-		-			-			-			(53	)		53			-			-			-
Other comprehensive income (loss)				-		-			-			-			-			59,514			59,514			(22	)		59,492
Net loss for the period				-		-			-			-			(3,873	)		-			(3,873	)		(489	)		(4,362	)
Balance at August 31, 2025(revised- note 3)				200,225,530		196,570			14,871			364			(9,008	)		(27,363	)		175,434			843			176,277
Options exercised		10		656,751		956			(512	)		-			-			-			444			-			444
Restricted share rights vested		10		88,179		128			(262	)		134			-			-			-			-			-
US GoldMining
Options exercised				-		-			-			-			(1	)		-			(1	)		1			-
Restricted share rights vested				-		-			-			-			(1	)		-			(1	)		1			-
At-the-Market offering:
Common shares issued for cash				-		-			-			-			7,087			-			7,087			2,377			9,464
Agents' fees and issuance costs				-		-			-			-			(188	)		-			(188	)		(60	)		(248	)
At-the-Market offering:
Common shares issued for cash		10		8,278,220		16,233			-			-			-			-			16,233			-			16,233
Agents' fees and issuance costs		10		-		(406	)		-			-			-			-			(406	)		-			(406	)
Share-based compensation		10,11		-		-			689			-			67			-			756			21			777
Deferred tax benefits of share issuance costs				-		906			-			-			-			-			906			-			906
Other comprehensive income				-		-			-			-			-			31,990			31,990			18			32,008
Net loss for the period				-		-			-			-			(6,674	)		-			(6,674	)		(780	)		(7,454	)
Balance at November 30, 2025 (revised- note 3)				209,248,680		214,387			14,786			498			(8,718	)		4,627			225,580			2,421			228,001
Options exercised		10		215,364		446			(176	)		-			-			-			270			-			270
Restricted share rights vested		10		423,862		676			(711	)		(498	)		-			-			(533	)		-			(533	)
US GoldMining
Warrants exercised, net of financing fees				-		-			-			-			(221	)		-			(221	)		551			330
Restricted share rights vested				-		-			-			-			(52	)		-			(52	)		52			-
At-the-Market offering:
Common shares issued for cash		11		-		-			-			-			1,533			-			1,533			644			2,177
Agents' fees and issuance costs		11		-		-			-			-			(46	)		-			(46	)		(16	)		(62	)
Registered direct offering		11		-		-			-			-			3,823						3,823			1,710			5,533
At-the-Market offering:
Common shares issued for cash		10		5,596,183		11,351			-			-			-			-			11,351			-			11,351
Agents' fees and issuance costs		10		-		(284	)		-			-			-			-			(284	)		-			(284	)
Share-based compensation		10, 11		-		-			1,775			-			1,630			-			3,405			553			3,958
Transfer of OCI to accumulated- deficit upon disposal of investment				-		-			-			-			99			(99	)		-			-			-
Other comprehensive loss				-		-			-			-			-			(18,043	)		(18,043	)		(15	)		(18,058	)
Net loss for the period				-		-			-			-			(26,762	)		-			(26,762	)		(3,913	)		(30,675	)
Balance at August 31, 2026				215,484,089		226,576			15,674			-			(28,714	)		(13,515	)		200,021			1,987			202,008

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

GoldMining Inc.

Condensed Consolidated Interim Statements of Cash Flows

For the nine months ended August 31, 2026 and 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the nine months ended
	August 31,
	2026			2025 (revised-note 3)
	($)			($)
Operating activities
Net loss for the period		(30,675	)		(4,362	)
Adjustments for non-cash items:
Depreciation		297			260
Share-based compensation		3,958			2,189
Share of loss in associate		-			346
Gain on remeasurement of investment in NevGold		-			(337	)
Flow-through recovery		-			(49	)
Gain on revaluation of derivative liabilities		(1,342	)		(3,248	)
Deferred income tax expense (recovery)		2,434			(9,230	)
Others		57			(48	)
Net changes in non-cash working capital items:
Other assets		54			31
Incomes taxes receivable		176			-
Prepaid expenses and deposits		(415	)		(469	)
Accounts payable and accrued liabilities		513			(140	)
Incomes taxes payable		(89	)		(929	)
Due to related parties		(241	)		(253	)
Cash used in operating activities		(25,273	)		(16,239	)

Investing activities
Net proceeds from share sales of investment in associate		-			1,180
Net proceeds from share sales of long-term investment		-			858
Net proceeds from share sales of short-term investment		118			-
Proceeds received from earn-in agreement		250			55
Return of reclamation deposits		494			-
Investment in joint venture		(74	)		(57	)
Purchase of equipment		(685	)		-
Payments for restricted deposits		(1,311	)		-
Cash (used in) generated from investing activities		(1,208	)		2,036

Financing activities
Net proceeds from At-the-Market offering, net of issuance costs		11,067			4,959
Net proceeds from US GoldMining At-the-Market offering, net of issuance costs		2,115			3,554
Proceeds from flow-through share issuance		-			500
Proceeds from US GoldMining warrant exercises, net of issuance costs		103			-
Proceeds from common shares issued upon exercise of options		270			-
Proceeds from US GoldMining registered direct offering		5,533			-
Cash paid for withholding taxes on restricted share rights vested		(533	)		-
Payment of lease liabilities		(91	)		(89	)
Cash generated from financing activities		18,464			8,924

Effect of exchange rate changes on cash		(305	)		(202	)

Net decrease in cash and cash equivalents and restricted cash		(8,322	)		(5,481	)
Cash and cash equivalents and restricted cash
Beginning of period		24,997			12,002
End of period		16,675			6,521



Supplemental cash flow disclosure:
Cash (received) paid for income taxes		(49	)		992

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

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

1.	Corporate Information

GoldMining Inc. was incorporated under the Business Corporations Act (British Columbia) on September 9, 2009, and continued under the Canada Business Corporations Act (Canada) on December 6, 2016. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada and Peru.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.

On April 24, 2023, the Company's majority owned, Nevada domiciled subsidiary, U.S. GoldMining Inc. ("U.S. GoldMining"), completed its initial public offering (the "Offering") (Note 10.1). U.S. GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares (the "U.S. GoldMining Shares") are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols "USGO".

2.	Basis of Preparation

2.1

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting.

The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in Note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2025 and 2024. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.

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

The Company's condensed consolidated interim financial statements for the three and nine months ended August 31, 2026, were authorised for issue by the Company's Board of Directors (the "Board") on October 14, 2026.

2.2

Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim financial statements requires management to make accounting policy judgments, make estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

2.3

New Accounting Standards Issued but not effective

The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements – In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

Amendments to IAS 28 – In June 2026, the IASB issued Amendments to the Fair Value Option for Investments in Associates and Joint Ventures, which clarified which entities are eligible to measure investments in associates and joint ventures at fair value under IAS 28 Investment in Associates and Joint Ventures. The exemption from applying the equity method in IAS 28 allows eligible entities to make an election to measure investments in associates and joint ventures at fair value through profit or loss. This election has to be made separately for each associate or joint venture at initial recognition. These amendments address stakeholders' concerns about the diversity in practice when determining the scope of entities eligible to apply the Fair Value Option. This diversity has become increasingly important because the measurement at either fair value or using the equity method affects the classification of income and expenses in the statement of profit or loss under IFRS 18 "Presentation and Disclosure in Financial Statements", in either the operating or the investing category. The amendments are effective when an entity first applies IFRS 18, which will be for annual reporting periods beginning on or after January 1, 2027, or earlier if IFRS 18 is early adopted. Management is currently assessing the effect of these amendments on our financial statements.

3.	Revisions to Comparative Financial Information

During the quarter ended May 31, 2026, the Company reassessed the accounting for the warrants issued by U.S. GoldMining in connection with its initial public offering on April 24, 2023. The U.S. GoldMining warrants ("U.S. GoldMining Warrants") were originally classified as equity instruments. Based on the reassessment, management concluded that, as of the issuance date, the warrants did not meet the "fixed-for-fixed" criterion in IAS 32, Financial Instruments: Presentation, because the warrant agreement permits cashless exercise under certain circumstances. As a result, the warrants should have been classified as derivative financial liabilities measured at fair value through profit or loss from inception rather than equity instruments.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

Accordingly, the Company has revised its previously reported comparative financial information to reflect the appropriate classification and measurement of the U.S. GoldMining warrants. The revision resulted in the recognition of derivative financial liabilities upon issuance of the warrants, with subsequent changes in fair value recognized in the consolidated statements of net income (loss).

The effects of the revision on the previously reported comparative financial information are summarized below:

Consolidated statements of financial position – Revised

As at December 1, 2024

	As at November 30,
	2024 (as reported)			Adjustments			2024 (as revised)
Liabilities
Derivative liabilities		-			5,115			5,115
Current liabilities		4,235			5,115			9,350
Total liabilities		5,800			5,115			10,915

Equity
Accumulated deficit		(4,436	)		(3,946	)		(8,382	)
Accumulated other comprehensive income		(86,731	)		(199	)		(86,930	)
Total equity attributable to shareholders of the Company		113,759			(4,145	)		109,614
Non-controlling interests		1,402			(970	)		432
Total equity		115,161			(5,115	)		110,046

As at August 31, 2025

	As at August 31,
	2025 (as reported)			Adjustments			2025 (as revised)
Liabilities
Derivative liabilities		-			1,872			1,872
Current liabilities		2,954			1,872			4,826
Total liabilities		4,473			1,872			6,345

Equity
Accumulated deficit		(7,731	)		(1,277	)		(9,008	)
Accumulated other comprehensive income		(27,159	)		(204	)		(27,363	)
Total equity attributable to shareholders of the Company		176,915			(1,481	)		175,434
Non-controlling interests		1,234			(391	)		843
Total equity		178,149			(1,872	)		176,277

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

As at November 30, 2025

	As at November 30,
	2025 (as reported)			Adjustments			2025 (as revised)
Liabilities
Derivative liabilities		-			1,598			1,598
Current liabilities		2,910			1,598			4,508
Total liabilities		8,362			1,598			9,960

Equity
Accumulated deficit		(7,703	)		(1,015	)		(8,718	)
Accumulated other comprehensive income		4,825			(198	)		4,627
Total equity attributable to shareholders of the Company		226,793			(1,213	)		225,580
Non-controlling interests		2,806			(385	)		2,421
Total equity		229,599			(1,598	)		228,001

Consolidated statements of comprehensive income (loss) – Revised

For the three months ended August 31, 2025

	For the three months ended
	August 31
	2025 (as reported)			Adjustments		2025 (as revised)
Other items
Gain on revaluation of derivative liabilities		-			355		355
Net loss for the period before taxes		(7,090	)		355		(6,735	)
Net income (loss) for the period		(103	)		355		252

Attributable to:
Shareholders of the Company		372			314		686
Non-controlling interests		(475	)		41		(434	)
Net income (loss) for the period		(103	)		355		252

Other comprehensive income (loss)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments		549			1		550
Total comprehensive income for the period		46,331			356		46,687
Attributable to:
Shareholders of the Company		46,810			315		47,125
Non-controlling interests		(479	)		41		(438	)
Total comprehensive income for the period		46,331			356		46,687

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

For the nine months ended August 31, 2025

	For the nine months ended
	August 31
	2025 (as reported)			Adjustments			2025 (as revised)
Other items
Gain on revaluation of derivative liabilities		-			3,248			3,248
Net loss for the period before taxes		(16,815	)		3,248			(13,567	)
Net loss for the period		(7,610	)		3,248			(4,362	)

Attributable to:
Shareholders of the Company		(6,542	)		2,669			(3,873	)
Non-controlling interests		(1,068	)		579			(489	)
Net loss for the period		(7,610	)		3,248			(4,362	)

Other comprehensive income (loss)
Items that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments		(89	)		(5	)		(94	)
Total comprehensive income for the period		51,887			3,243			55,130
Attributable to:
Shareholders of the Company		52,977			2,664			55,641
Non-controlling interests		(1,090	)		579			(511	)
Total comprehensive income for the period		51,887			3,243			55,130

Net loss per share, basic and diluted		(0.03	)		0.01			(0.02	)

Consolidated statements of cash flows for the nine months ended August 31, 2025 – Revised

The revision had no impact on the Company's cash used in operating activities, cash generated from (used in) investing and cash generated from financing activities for the nine months ended August 31, 2025. The adjustment relates solely to the presentation of non-cash items within the consolidated statement of cash flows.

	For the nine months ended
	August 31
	2025 (as reported)			Adjustments			2025 (as revised)
Net loss for the period		(7,610	)		3,248			(4,362	)
Adjustments for non-cash items:
Gain on revaluation of derivative liabilities		-			(3,248	)		(3,248	)
Cash used in operating activities		(7,610	)		-			(7,610	)

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

4.	Cash and Cash Equivalents

	August 31,		November 30,
	2026		2025
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		10,063		4,396
Term deposits		6,612		20,541
Total		16,675		24,937

5.	Restricted deposits

	August 31,		November 30,
	2026		2025
	($)		($)
Restricted deposits consists of:
Guaranteed investment certificate		1,250		-
Term deposits held as security for corporate credit cards		61		-
Total		1,311		-

On January 19, 2026, a subsidiary of the Company entered into a $1,250 credit facility with the Toronto-Dominion Bank, secured by a one-year cashable guaranteed investment certificate. Subsequently, on February 20, 2026, the subsidiary issued an irrevocable letter of credit in the amount of $985 to the Minister of Crown Indigenous Relations and Northern Affairs Canada in connection with the receipt of certain land use and water permits for the Yellowknife Gold Project.

6.	Short-term investments

As of August 31, 2026, the Company's short-term investments consist of equity securities held in NevGold Corp. ("NevGold"), Galleon Gold Corp. ("Galleon") and Australian Mines Limited ("AUZ") measured at FVTOCI. Short-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss.

During the year ended November 30, 2025, the Company received 84,429,563 in ordinary shares of AUZ with an initial fair value of $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following tables outline the movement of the Company's short-term investments during the nine months ended August 31, 2026, and year ended November 30, 2025:

	As at August 31,		As at November 30,									As at August 31,
	2026		2025									2026
	Number of shares		Fair value ($)		Unrealized Gains (FVTOCI) ($)		Disposition ($)			Reclassified from long- term investments ($)		Fair Value ($)
Investment in AUZ		84,429,563		1,313		1,287		-			-		2,600
Investment in Galleon		-		70		49		(119	)		-		-
Investment in NevGold⁽¹⁾		19,073,350		-		2,861		-			24,795		27,656
				1,383		4,197		(119	)		24,795		30,256

	As at November 30,		As at November 30,						As at November 30,
	2025		2024						2025
	Number of shares		Fair value ($)		Additions ($)		Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in AUZ		84,429,563		-		607		706		1,313
Investment in Galleon		100,000		18		-		52		70
				18		607		758		1,383

⁽¹⁾On February 28, 2026, the Company's investment in NevGold with a fair value of $24,795 (Note 9) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027.

7.	Exploration and Evaluation Assets

	For the nine months ended
	August 31,
	2026			2025
	($)			($)

Balance at the beginning of period		57,998			56,547
Change in reclamation estimate		(70	)		40
Foreign currency translation adjustments		(53	)		126
Balance at the end of period		57,875			56,713

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	August 31,		November 30,
	2026		2025
	($)		($)
La Mina		15,603		15,695
Titiribi		12,458		12,531
Crucero		7,409		7,452
Yellowknife		7,380		7,419
Cachoeira		6,258		6,171
São Jorge		5,273		5,199
Yarumalito		1,723		1,733
Whistler		1,067		1,104
Surubim		258		254
Batistão		237		234
Montes Áureos and Trinta		181		178
Rea		28		28
Total		57,875		57,998

Exploration Expenses

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

	For the three months ended				For the nine months ended
	August 31,				August 31,
	2026		2025		2026		2025
	($)		($)		($)		($)
Whistler		9,646		1,626		11,812		2,130
São Jorge		435		1,309		1,831		1,857
Yarumalito		635		39		888		102
Titiribi		247		104		542		380
Crucero		214		342		319		343
La Mina		76		49		300		146
Yellowknife		56		288		236		317
Cachoeira		84		3		181		25
Rea		5		4		16		34
Total		11,398		3,764		16,125		5,334

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

8.	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, 2024		1,107			2,433			217			451			398			623			5,229
Disposition		-			-			(1	)		-			-			-			(1	)
Impact of foreign currency translation		(3	)		(6	)		6			4			2			-			3
Balance at November 30, 2025		1,104			2,427			222			455			400			623			5,231
Additions		-			166			-			-			438			112			716
Impact of foreign currency translation		(6	)		(16	)		1			(1	)		-			(3	)		(25	)
Balance at August 31, 2026		1,098			2,577			223			454			838			732			5,922

Accumulated Depreciation
Balance at November 30, 2024		-			947			206			83			271			422			1,929
Depreciation		-			160			5			91			30			60			346
Disposition		-			-			(1	)		-			-			-			(1	)
Impact of foreign currency translation		-			(5	)		6			1			2			-			4
Balance at November 30, 2025		-			1,102			216			175			303			482			2,278
Depreciation		-			116			4			70			49			58			297
Impact of foreign currency translation		-			(7	)		1			-			(1	)		(2	)		(9	)
Balance at August 31, 2026		-			1,211			221			245			351			538			2,566

Net Book Value
At November 30, 2025		1,104			1,325			6			280			97			141			2,953
At August 31, 2026		1,098			1,366			2			209			487			194			3,356

9.	Long-term Investments

As of August 31, 2026, the Company's long-term investments consist of equity securities in Gold Royalty Corp. ("GRC") measured at FVTOCI. Long-term investments in equity securities are recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. Refer to tables below for movement in long-term investments measured at FVTOCI.

During the year ended November 30, 2025, the Company's investment in NevGold was reclassified from investment in associate to investment measured through FVTOCI.

The following tables outline the movement of the Company's long-term investments during the nine months ended August 31, 2026, and year ended November 30, 2025:

	As at August 31,		As at November 30,								As at August 31,
	2026		2025								2026
	Number of shares		Fair value ($)		Unrealized Gains (Losses) (FVTOCI) ($)			Reclassified to Short- term Investments ($)			Fair Value ($)
Investment in GRC		21,533,125		132,091		(32,776	)		-			99,315
Investment in NevGold⁽¹⁾		-		16,212		8,583			(24,795	)		-
				148,303		(24,193	)		(24,795	)		99,315

	As at November 30,		As at November 30,									As at November 30,
	2025		2024									2025
	Number of shares		Fair value ($)		Additions ($)		Disposals ($)			Unrealized Gains (FVTOCI) ($)		Fair Value ($)
Investment in GRC		21,533,125		38,906		-		-			93,185		132,091
Investment in NevGold		19,073,350		-		5,982		(875	)		11,105		16,212
				38,906		5,982		(875	)		104,290		148,303

(1)

On February 28, 2026, the Company's investment in NevGold with a fair value of $24,795 (Note 6) was reclassified from long-term investments to short-term investments.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

10.

Share Capital

10.1

Authorized

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

At-the-Market Equity Programs

Under the Company's December 2025 at-the-market equity program (the "ATM Program") the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares to the public from time to time, through the Agents, at the Company's discretion at the market price on the TSX or the NYSE, as applicable, at the time of sale.

During the nine months ended August 31, 2026, the Company issued 5,596,183 common shares under the ATM Program for gross proceeds of $11,351, with aggregate commissions paid to agents of $284.

During the nine months ended August 31, 2025, the Company issued 4,755,273 common shares under the ATM Program for gross proceeds of $5,086, with aggregate commissions paid to agents of $127.

Flow-Through Share Financing

On June 6, 2025, the Company completed a non-brokered private placement of 373,135 common shares, which qualify as flow-through shares within the meaning of the Income Tax Act (Canada) (each a "FT Share") at a price of $1.34 per FT Share for gross proceeds of $500. The Company used an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada) in relation to the Company's Yellowknife Gold Project, on or before December 31, 2025.

A fair value of $101 was assigned to the flow-through premium liability based on the residual value method. The Company recognized a flow-through recovery of $101 associated with eligible exploration expenditures during the year ended November 30, 2025. As of November 30, 2025 and August 31, 2026, the remaining flow-through premium liability is $nil.

10.2

Reserves

	Restricted Share Rights ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2024		18			10,491			3,541		14,050
Restricted share rights vested		(700	)		-			-		(700	)
Share-based compensation		835			686			-		1,521
Balance at August 31, 2025		153			11,177			3,541		14,871
Options exercised		-			(512	)		-		(512	)
Restricted share rights vested		(262	)		-			-		(262	)
Share-based compensation		116			573			-		689
Balance at November 30, 2025		7			11,238			3,541		14,786
Options exercised		-			(176	)		-		(176	)
Restricted share rights vested		(711	)		-			-		(711	)
Share-based compensation		647			1,128			-		1,775
Balance at August 31, 2026		(57	)		12,190			3,541		15,674

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

10.3

Share Options

The Company's share option plan (the "Option Plan") was approved by the Board on January 28, 2011, and on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022, the Option Plan was amended and restated (the "Amended and Restated Option Plan"). The Amended and Restated Option Plan was approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 15, 2025.

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2024		15,481,429			1.61
Granted		250,000			1.24
Expired		(250,000	)		2.46
Forfeited		(245,000	)		1.71
Balance at August 31, 2025		15,236,429			1.58
Granted		2,797,000			1.94
Exercised		(1,091,984	)		1.30
Expired		(1,675,000	)		2.88
Balance at November 30, 2025		15,266,445			1.53
Granted		289,200			2.12
Exercised⁽¹⁾		(350,000	)		1.42
Forfeited		(31,500	)		1.76
Balance at August 31, 2026		15,174,145			1.54

(1)

During the three and nine months ended August 31, 2026, the Company issued 4,402 and 215,364 common shares, respectively, at weighted average trading prices of $1.59 and $1.94, respectively. The common shares were issued pursuant to the exercise of 350,000 share options, of which 30,364 common shares were issued pursuant to the exercise of 165,000 share options on a net exercise basis.

The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Nine months ended August 31, 2026			Nine months ended August 31, 2025
Risk-free interest rate		2.60	%		2.68	%
Expected life (years)		2.87			2.81
Expected volatility		45.08	%		40.27	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		5.99	%		0.27	%

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable as of August 31, 2026, 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)
$1.09	-	$1.18		3,000,000		1.09		2.15		3,000,000		1.09		2.15
$1.19	-	$1.59		2,763,750		1.21		3.06		2,763,750		1.21		3.06
$1.60	-	$1.72		3,811,750		1.60		1.23		3,811,750		1.60		1.23
$1.73	-	$1.89		2,367,500		1.83		0.20		2,367,500		1.83		0.20
$1.90	-	$2.34		3,231,145		1.96		4.06		1,690,245		1.97		3.88
				15,174,145		1.54		2.19		13,633,245		1.50		1.95

The amount of share-based compensation expense recognized for Options during the three and nine months ended August 31, 2026, was $212 and $1,128 (three and nine months ended August 31, 2025: $143 and $686), respectively, with the fair value estimated using the Black-Scholes option pricing model.

10.4

Restricted Share Rights

The Company's restricted share rights plan (the "RSRP") was approved by the Board on November 27, 2018, and amended and restated on March 28, 2025. Pursuant to the terms of the RSRP, the Board may designate directors, senior officers, employees and consultants of the Company, eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSRP was approved by the Company's shareholders in accordance with its terms at the Company's Annual General and Special Meeting held on May 15, 2025.

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 settles 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 common shares from treasury.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines movements of the Company's RSRs:

	Number of RSRs			Weighted Average Value ($)
Balance at November 30, 2024		765,165			1.19
Vested		(588,140	)		1.19
Forfeited		(6,500	)		1.19
Balance at August 31, 2025		170,525			1.19
Granted		379,840			1.94
Vested		(200,679	)		1.30
Balance at November 30, 2025		349,686			1.94
Granted		15,000			1.71
Vested⁽¹⁾		(276,491	)		1.94
Forfeited		(7,275	)		1.51
Balance at August 31, 2026		80,920			1.94

(1)

During the nine months ended August 31, 2026, 418,750 RSRs, which vested during the year ended November 30, 2025, were net settled, resulting in the issuance of 195,329 GoldMining Shares, with the remaining RSRs forfeited to settle withholding taxes.

The amount of share-based compensation expense recognized for RSRs during the three and nine months ended August 31, 2026, was $93 and $647 (three and nine months ended August 31, 2025: $116 and $835), respectively.

11.

Non-Controlling Interests

11.1

U.S. GoldMining equity transactions

In May 2026, GoldMining exercised 122,490 U.S. GoldMining Warrants at an exercise price of US$13 per warrant for a total exercise cost of $2,190 (US$1.59 million) and received 122,490 U.S. GoldMining Shares.

As of August 31, 2026, GoldMining held 10,000,751 U.S. GoldMining Shares, or approximately 70.9% of U.S. GoldMining's outstanding common shares, and has common management of U.S. GoldMining. The Company concluded that subsequent to U.S. GoldMining's Offering, it has control over U.S. GoldMining and as a result, continues to consolidate the entity. U.S. GoldMining's earnings and losses are included in GoldMining's consolidated statements of comprehensive income (loss), with net loss and comprehensive loss attributable to U.S. GoldMining separately disclosed as being attributable to NCI. The NCI in U.S. GoldMining's net assets is reflected in the condensed consolidated interim statements of financial position and the condensed consolidated interim statements of changes in equity. The NCI in these condensed consolidated interim financial statements of $1,987 as at August 31, 2026, solely relates to U.S. GoldMining.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following table shows the assets and liabilities of U.S. GoldMining:

	As at August 31,		As at November 30,
	2026		2025 (revised)
	($)		($)
Assets
Cash and cash equivalents		5,763		10,193
Restricted cash		-		60
Restricted deposits		61		-
Prepaid expenses and deposits		215		122
Other assets		83		100
Land, property and equipment		1,792		1,312
Exploration and evaluation assets		49		79
		7,963		11,866

Liabilities
Accounts payable and accrued liabilities		1,445		446
Withholding taxes payable		-		253
Rehabilitation provisions		473		461
Lease liability		94		124
Derivative liabilities		-		1,598
		2,012		2,882

Refer to segmented information Note 15 for a breakdown of U.S. GoldMining's net loss.

The following table summarizes U.S. GoldMining's cash flow activities during the nine months ended August 31, 2026 and 2025:

	For the nine months ended			For the nine months ended
	August 31, 2026			August 31, 2025
	($)			($)
Cash used in operating activities		(13,574	)		(5,470	)
Cash used in investing activities		(746	)		-
Cash generated from financing activities		9,902			3,554

Effect of exchange rate changes on cash		(72	)		(116	)

Net decrease in cash and cash equivalents and restricted cash		(4,490	)		(2,032	)
Cash and cash equivalents and restricted cash
Beginning of period		10,253			5,666
End of period		5,763			3,634

U.S. GoldMining At-the-Market Equity Program

On December 12, 2025, U.S. GoldMining filed a prospectus supplement to increase its at-the-market equity program (the "U.S. GoldMining ATM Program") capacity by US$6.1 million, excluding approximately US$10.1 million in shares previously sold under the program prior to a filing on December 12, 2025.

On June 26, 2026, U.S. GoldMining filed a prospectus supplement to reduce the maximum amount of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to approximately US$2.1 million of U.S. GoldMining Shares.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

On July 6, 2026, U.S. GoldMining filed a prospectus supplement to increase the maximum number of U.S. GoldMining Shares issuable pursuant to the U.S. GoldMining Offering Agreement to approximately US$4.2 million of U.S. GoldMining Shares, which does not include the U.S. GoldMining Shares that were sold pursuant to the U.S. GoldMining ATM Program prior to July 6, 2026, having an aggregate gross sales price of approximately US$10.7 million.

During the nine months ended August 31, 2026, U.S. GoldMining sold 151,658 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $2.18 million (US$1.57 million). As a result, the Company recorded a dilution gain in equity of $1,533, or $1,487 net of agents' fees and issuance costs.

During the nine months ended August 31, 2025, U.S. GoldMining sold 286,339 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $3.66 million (US$2.6 million). As a result, the Company recorded a dilution gain in equity of $2,848, or $2,766 net of agents' fees and issuance costs.

U.S. GoldMining Registered Direct Offering

On June 26, 2026, U.S. GoldMining entered into a securities purchase agreement with an institutional investor, pursuant to which U.S. GoldMining agreed to issue and sell in a registered direct offering 522,876 U.S. GoldMining Shares, at a purchase price of US$7.65 per share. The gross proceeds to U.S. GoldMining from the registered direct offering were approximately $5.5 million (US$4.0 million). As a result, the Company recorded a dilution gain in equity of $3,823. No commissions were payable in connection with the offering. The transaction closed on June 29, 2026.

11.2

U.S. GoldMining Stock Options

On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards.

The following outlines the movements in U.S. GoldMining's stock options:

	Number of Options			Weighted Average Exercise Price (US$)
Balance at November 30, 2024		185,550			10.00
Granted		140,500			10.00
Exercised		(20,000	)		10.00
Forfeited		(12,500	)		10.00
Balance at August 31, 2025		293,550			10.00
Exercised		(13,750	)		10.00
Balance at November 30, 2025		279,800			10.00
Granted		155,500			9.55
Forfeited		(34,800	)		9.81
Balance at August 31, 2026		400,500	⁽¹⁾		9.84

⁽¹⁾As at August 31, 2026, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.26 years.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The fair value of U.S. GoldMining stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Nine months ended August 31, 2026			Nine months ended August 31, 2025
Share price at grant date	US$9.55			US$8.74
Risk-free interest rate		3.51	%		4.32	%
Expected life (years)		3.00			3.00
Expected volatility⁽¹⁾		56.95	%		55.45	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		0.00	%		0.00	%

⁽¹⁾As there was limited trading history of U.S. GoldMining's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector U.S. GoldMining operates over a period similar to the expected life of the stock options.

During the three and nine months ended August 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $107 and $708 (three and nine months ended August 31, 2025: $82 and $514), respectively, for stock options granted.

11.3

U.S. GoldMining Restricted Shares

On September 23, 2022, U.S. GoldMining granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted Shares") of common stock to certain of U.S. GoldMining's and GoldMining's executive officers, directors and consultants, the terms of which were amended on May 4, 2023 and September 13, 2025.

The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to U.S. GoldMining without the requirement of any further consideration. During the nine months ended August 31, 2026, performance conditions were met for 95,250 Restricted Shares which were released. As of August 31, 2026, 158,750 Restricted Shares remain outstanding and are subject to certain performance conditions.

During the three and nine months ended August 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $410 and $1,261 (three and nine months ended August 31, 2025: $2 and $1), respectively, related to U.S. GoldMining's Restricted Shares.

11.4

U.S. GoldMining Restricted Share Units

U.S. GoldMining's restricted share units ("RSUs") vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense is calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock on the date of the grant. The compensation expense is recognized over the vesting period of the RSUs.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The following outlines the movements in U.S. GoldMining's RSUs:

	Number of RSUs			Weighted Average Value (US$)
Balance at November 30, 2024		-			-
Granted		15,050			8.32
Vested		(7,326	)		8.32
Forfeited		(600	)		8.32
Balance at August 31, 2025		7,124			8.32
Granted		5,000			9.25
Vested		(3,563	)		8.32
Balance at November 30, 2025		8,561			8.86
Granted		16,200			9.40
Vested		(15,161	)		9.11
Forfeited		(1,000	)		9.40
Balance at August 31, 2026		8,600			9.38

Share-based compensation of $34 (US$0.02 million) and $214 (US$0.15 million) was recognized for the three and nine months ended August 31, 2026 (three and nine months ended August 31, 2025: $28 (US$0.02 million) and $153 (US$0.11 million)), related to U.S. GoldMining's RSUs.

11.5

U.S. GoldMining Warrants

The following outlines the movements in U.S. GoldMining's common stock purchase warrants:

	Number of Warrants			Weighted Average Exercise Price (US$)
Balance at November 30, 2024, August 31, 2025, and November 30, 2025		1,740,992			13.00
Exercised⁽¹⁾		(455,837	)		13.00
Expired		(1,285,155	)		13.00
Balance at August 31, 2026		-			-

(1)

During the nine months ended August 31, 2026, 455,837 U.S. GoldMining Warrants were exercised. Of this amount, U.S GoldMining issued 130,823 U.S. GoldMining Shares on a cash basis (see note 11.1) in addition to, 15,107 U.S. GoldMining Shares that were issued on a net exercise basis in accordance with the terms of the warrant agreement related to 325,014 U.S. GoldMining Warrants. The remaining 1,285,155 U.S. GoldMining Warrants expired on May 22, 2026.

12.

Derivative Liabilities

The Company's derivative liabilities are related to U.S. GoldMining Warrants (see Note 11.5). The fair value of the derivative liabilities was determined based on the quoted market price of the publicly traded warrants on the Nasdaq Capital Market. As the warrants were traded in an active market, the fair value measurement is classified as Level 1 within the fair value hierarchy. During the quarter ended May 31, 2026, the Company revised its accounting treatment for the U.S. GoldMining Warrants and retrospectively reclassified the warrants from equity instruments to derivative warrant liabilities (see Note 3).

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The movement in derivative liabilities is as follows:

	For the nine months ended
	August 31,
	2026			2025
	($)			($)
Balance at the beginning of period		1,598			5,115
Warrant exercised		(227	)		-
Change in fair value during the period		(1,342	)		(3,248	)
Impact of foreign currency translation		(29	)		5
Balance at the end of period		-			1,872

13.

Financial Instruments

The Company's financial assets include cash and cash equivalents, restricted cash, restricted deposits, short-term investments, reclamation deposits and long-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture and due to related parties. 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, restricted cash, restricted deposits, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's short-term and long-term investments in common shares of equity securities are measured at fair value on a recurring basis and classified as Level 1 within the fair value hierarchy. The fair value of short-term and long-term investments is based on the quoted market price of the short-term and long-term investments.

13.1

Financial Risk Management Objectives and Policies

The financial risk arising from the Company's operations are currency risk, interest rate risk, credit risk, liquidity risk and equity price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with the Company's financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

13.2

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 its foreign exchange exposure.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

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

	As at August 31,		As at November 30,
	2026		2025
	($)		($)
Assets
United States Dollar		113,857		156,047
Australian Dollar		2,600		1,313
Colombian Peso		598		307
Total		117,055		157,667

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $168.

The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at August 31, 2026, would have an impact, net of tax, of approximately $8,590 on other comprehensive income for the nine months ended August 31, 2026. The impact of a Canadian dollar change of 10% against the United States dollar on the Company's other financial instruments based on balances at August 31, 2026, would have an impact of $1,437 on net loss for the nine months ended August 31, 2026.

13.3

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 interest rates. The Company's exposure to interest rate risk is limited as it has no long-term debt. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and cash equivalents, restricted cash, restricted deposits and term deposits, which bear interest at fixed rates. The interest rate risks on the Company's cash and cash equivalents and restricted cash are minimal. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

13.4

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 balances by holding cash and cash equivalents, restricted deposits and restricted cash in excess of the amount of government deposit insurance with Schedule I chartered banks in Canada and their United States affiliates. Substantially all of our cash and cash equivalents held with financial institutions exceeds government insured limits. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents, restricted cash and restricted deposits in excess of the amount of government deposit insurance coverage for each financial institution. In order to mitigate its exposure to credit risk, the Company closely monitors the financial institutions where its deposits are held.

13.5

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. As at August 31, 2026, the Company has working capital (current assets less current liabilities) of $46,608. The Company's prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities are expected to be realized or settled within a one-year period. U.S. GoldMining's cash and cash equivalents of $5,763 and other current assets of $359 are not available for use by GoldMining or other subsidiaries of GoldMining (Note 11.1).

The Company has current cash, cash equivalent balances and access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

As of August 31, 2026, the Company owns securities in the following publicly listed companies:

Equity Holdings	Exchange	Number of Securities	Fair Value⁽¹⁾
U.S. GoldMining	Nasdaq Capital Market	10,000,751 shares	$124.3 million (US$89.5 million)
Gold Royalty Corp.	NYSE American	21,533,125 shares	$99.3 million (US$71.5 million)
NevGold	TSX Venture	19,073,350 shares	$27.7 million⁽²⁾
Australian Mines Limited	Australian Stock Exchange	84,429,563 shares	$2.6 million (AU$2.6 million)

(1)	Fair values based upon the closing price of the applicable securities as of August 31, 2026.

(2)	Standstill effective to February 27, 2027 (Note 6).

GoldMining believes that, taking into account its cash on hand, ability to sell and or enter into future borrowings collateralized by the U.S. GoldMining, GRC, NevGold and AUZ, and access to its ATM Program, it will be able to meet its working capital requirements for the next twelve months commencing from the date that the condensed consolidated interim financial statements are issued.

13.6

Equity Price Risk

The Company is exposed to equity price risk as a result of holding its short-term and long-term investments ("Equity Investments"). The share prices of Equity Investments are impacted by various underlying factors including commodity prices. Based on the Company's Equity Investments held as of August 31, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $11,208 on other comprehensive loss for the nine months ended August 31, 2026.

14.

Related Party Transactions

14.1

Related Party Transactions

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

●

During the three and nine months ended August 31, 2026, the Company incurred $4 and $11 (three and nine months ended August 31, 2025: $10 and $18), respectively, 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 one of the Company's Co-Chairmen.

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended August 31, 2026, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

14.2

Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three and nine months ended August 31, 2026:

	For the three months ended				For the nine months ended
	August 31,		August 31,		August 31,		August 31,
	2026		2025		2026		2025
	($)		($)		($)		($)
Management fees		52		48		155		143
Director and officer fees		90		111		279		339
Share-based compensation		527		228		2,125		1,078
Total		669		387		2,559		1,560

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

As at August 31, 2026, $27 was payable to key management personnel for services provided to the Company (November 30, 2025: $267). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

15.

Segmented Information

The Company conducts its business in the acquisition, exploration and development of mineral properties as two operating segments, with U.S. GoldMining being one distinct operating segment, and all other subsidiaries, or "Others" being the second operating segment. 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
	As at August 31, 2026		As at November 30, 2025
	($)		($)
Canada		107,067		156,661
Colombia		31,098		31,308
Brazil		12,662		12,665
Peru		7,409		7,452
United States		2,765		2,291
Total		161,001		210,377

	Total operating loss				Total operating loss
	For the three months ended				For the nine months ended
	August 31, 2026		August 31, 2025		August 31, 2026		August 31, 2025
	($)		($)		($)		($)
United States		10,609		2,309		16,322		4,821
Canada		1,826		2,759		7,583		8,226
Brazil		970		1,831		3,368		2,919
Colombia		1,231		364		2,452		1,173
Peru		215		335		287		361
Total		14,851		7,598		30,012		17,500

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

The Company's total assets, liabilities, operating loss and net loss for its two operating segments, U.S. GoldMining and others are detailed in the three tables below:

	Total assets				Total liabilities
	As at August 31,		As at November 30,		As at August 31,		As at November 30,
	2026		2025		2026		2025 (revised- Note 3)
	($)		($)		($)		($)
U.S. GoldMining⁽¹⁾		8,981		12,891		2,012		2,882
Others⁽²⁾		201,473		225,070		6,434		7,078
Total		210,454		237,961		8,446		9,960

⁽¹⁾Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc.

⁽²⁾Others consists of GoldMining Inc. and all subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada.

	For the three months ended August 31, 2026									For the three months ended August 31, 2025 (revised-note 3)
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			119			119			38			149			187
Depreciation		92			22			114			63			22			85
Directors' fees, employee salaries and benefits		168			730			898			136			481			617
Exploration expenses		9,646			1,752			11,398			1,626			2,138			3,764
General and administrative		409			773			1,182			461			1,088			1,549
Professional fees		(7	)		290			283			80			259			339
Share-based compensation		550			306			856			112			259			371
Share of loss in associate		-			-			-			-			641			641
Share of loss on investment in joint venture		-			1			1			-			45			45
		10,858			3,993			14,851			2,516			5,082			7,598
Operating loss		(10,858	)		(3,993	)		(14,851	)		(2,516	)		(5,082	)		(7,598	)

Other items
Interest income		37			78			115			35			-			35
Flow-through recovery		-			-			-			-			49			49
Gain on sales of investment in associate		-			-			-			-			108			108
Gain on remeasurement of investment in NevGold		-			-			-			-			337			337
Gain on revaluation of derivative liabilities		-			-			-			355			-			355
Other expenses		(8	)		(1	)		(9	)		(9	)		(37	)		(46	)
Net foreign exchange gain (loss)		2			266			268			(4	)		29			25
Net loss for the period before taxes		(10,827	)		(3,650	)		(14,477	)		(2,139	)		(4,596	)		(6,735	)
Current income tax expense		-			(35	)		(35	)		-			(107	)		(107	)
Deferred income tax recovery		-			378			378			-			7,094			7,094
Net income (loss) for the period		(10,827	)		(3,307	)		(14,134	)		(2,139	)		2,391			252

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

	For the nine months ended August 31, 2026									For the nine months ended August 31, 2025 (revised-note 3)
	U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total			U.S. GoldMining⁽¹⁾			Others⁽²⁾			Total
	($)			($)			($)			($)			($)			($)
Operating expenses
Consulting fees		-			358			358			55			315			370
Depreciation		229			68			297			191			69			260
Directors' fees, employee salaries and benefits		510			2,062			2,572			449			1,345			1,794
Exploration expenses		11,812			4,313			16,125			2,130			3,204			5,334
General and administrative		1,844			3,314			5,158			1,773			3,550			5,323
Professional fees		502			1,035			1,537			456			1,377			1,833
Share-based compensation		2,183			1,775			3,958			668			1,521			2,189
Share of loss in associate		-			-			-			-			346			346
Share of loss on investment in joint venture		-			7			7			-			51			51
		17,080			12,932			30,012			5,722			11,778			17,500
Operating loss		(17,080	)		(12,932	)		(30,012	)		(5,722	)		(11,778	)		(17,500	)

Other items
Interest income		177			332			509			128			46			174
Flow-through recovery		-			-			-			-			49			49
Gain on sales of investment in associate		-			-			-			-			149			149
Gain on remeasurement of investment in NevGold		-			-			-			-			337			337
Gain on revaluation of derivative liabilities		1,342			-			1,342			3,248			-			3,248
Other expenses		(23	)		(20	)		(43	)		(26	)		(77	)		(103	)
Net foreign exchange gain (loss)		(6	)		6			-			(5	)		84			79
Net loss for the period before taxes		(15,590	)		(12,614	)		(28,204	)		(2,377	)		(11,190	)		(13,567	)
Current income tax expense		-			(37	)		(37	)		(5	)		(20	)		(25	)
Deferred income tax recovery (expense)		-			(2,434	)		(2,434	)		-			9,230			9,230
Net loss for the period		(15,590	)		(15,085	)		(30,675	)		(2,382	)		(1,980	)		(4,362	)

⁽¹⁾Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc.

⁽²⁾Others consists of GoldMining Inc. and all subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada.

GoldMining Inc.

Notes to Condensed Consolidated Interim Financial Statements

As at August 31, 2026 and November 30, 2025

(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)

16.

Commitments

Surubim Project

Altoro Agreement– Surubim Property

Pursuant to an option agreement between the Company's subsidiary and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, the Company's subsidiary was granted the option to acquire certain exploration licenses for aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon the Brazilian National Mining Agency (Agência Nacional de Mineração or ANM) granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina Gold-Copper Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. In December 2023, the Company received the fully executed resolution from the mining authority approving the integration of both concession contracts into a single concession and on March 11, 2026 the integrated contract was registered in the Colombian national mining cadaster. Surface rights over a portion of the La Garrucha concession contract are subject to a surface rights lease agreement and an option agreement. The Company completed the terms of the agreement required to lease the surface rights over a portion of the La Garrucha concession contract in December 2022.

In addition, pursuant to an option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, July 10, 2020, September 27, 2022, May 10, 2024, September 13, 2024 October 9, 2025, March 5, 2026, June 25, 2026 and September 22, 2026, the Company's subsidiary can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before January 30, 2027.

Whistler Project

In March 2026, U.S. GoldMining entered into an agreement with a technical consultant for the management and execution of an exploration program for the Whistler Project in 2026, which may be adjusted, paused, postponed or terminated by either party with 30 days written notice.

Yarumalito Project

As part of the approved Programa de Trabajo y Obras, the Company has the commitment with Agencia Nacional de Minería to complete a drilling campaign of 1,200 meters in 2026.

The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at August 31, 2026, including payments due for each of the next five years and thereafter.

	Amount ($)
Due within 1 year		296
1 – 3 years		97
3 – 5 years		-
More than 5 years		-
Total		393	⁽¹⁾

⁽¹⁾Includes $10 related to low value assets, $196 related to short-term leases and $187 related to non-lease components of leases on the date of inception of each lease agreement.

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