GoldMining : Interim Financial Statements (FS Q2 2026)

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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026 AND 2025 (Expressed in thousands of Canadian Dollars unless otherwise stated) GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at May 31, 2026 and November 30, 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) Notes As at May 31, 2026 ($) As at November 30, 2025 (revised-note 3) ($) Assets Current assets Cash and cash equivalents 4 21,442 24,937 Restricted cash Restricted deposits 5 - 1,309 60 - Income taxes receivable - 158 Prepaid expenses and deposits 1,113 555 Short-term investments 6 60,158 1,383 Other assets 193 491 84,215 27,584 Non-current assets Reclamation deposits - 494 Exploration and evaluation assets 7 57,997 57,998 Land, property and equipment 8 3,278 2,953 Investment in joint venture 657 629 Long-term investments 9 96,546 148,303 242,693 237,961 Liabilities Current liabilities Accounts payable and accrued liabilities 1,876 2,171 Due to joint venture 29 29 Due to related parties 14 26 268 Lease liabilities 104 100 Income taxes payable 89 89 Withholding taxes payable - 253 Derivative liabilities 12 - 1,598 2,124 4,508 Non-current liabilities Lease liabilities 146 199 Rehabilitation provisions 1,301 1,327 Deferred tax liability 9,933 3,926 13,504 9,960 Equity Issued capital 10 225,210 214,387 Reserves 10 15,565 14,786 Share issuance obligation - 498 Accumulated deficit (22,535) (8,718) Accumulated other comprehensive income 8,377 4,627 Total equity attributable to shareholders of the Company 226,617 225,580 Non-controlling interests 11 2,572 2,421 229,189 228,001 242,693 237,961 Commitments (Note 16) Subsequent Event (Note 17) Approved and authorized for issue by the Board of Directors on July 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 Condensed Consolidated Interim Statements of Comprehensive Income (loss) For the three and six months ended May 31, 2026 and 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) For the three months For the six months ended ended May 31, May 31, 2025 2025 Notes 2026 ($) (revised-note 3) ($) 2026 ($) (revised-note 3) ($) Operating expenses Consulting fees 131 115 239 183 Depreciation 8 94 87 183 175 Directors' fees, employee salaries and benefits 14 861 582 1,674 1,177 Exploration expenses 7 3,149 1,039 4,727 1,570 General and administrative 1,789 1,756 3,976 3,774 Professional fees 607 543 1,254 1,494 Share-based compensation 10, 11 1,239 721 3,102 1,818 Share of income in associate - (527) - (295) Share of loss on investment in joint venture 6 1 6 6 7,876 4,317 15,161 9,902 Operating loss (7,876) (4,317) (15,161) (9,902) Other items Interest income 171 53 394 139 Gain on share sales of investment in associate - 41 - 41 Gain on revaluation of derivative liabilities 12 1,865 810 1,342 2,893 Other expenses (17) (42) (34) (57) Net foreign exchange gain (loss) 152 10 (268) 54 Net loss for the period before taxes (5,705) (3,445) (13,727) (6,832) Current income tax recovery (expense) (2) (35) (2) 82 Deferred income tax recovery (expense) (3,065) 1,674 (2,812) 2,136 Net loss for the period (8,772) (1,806) (16,541) (4,614) Attributable to: Shareholders of the Company (8,459) (1,733) (15,503) (4,559) Non-controlling interests (313) (73) (1,038) (55) Net loss for the period (8,772) (1,806) (16,541) (4,614) Other comprehensive income (loss) Items not subsequently reclassified to net income or loss: Unrealized gain on short-term investments 6 33,678 3 33,980 11 Unrealized gain (loss) on long-term investments 9 (40,695) 12,382 (26,962) 15,826 Deferred tax expense on investments Items that may be reclassified subsequently to net income or loss: Foreign currency translation adjustments (886) 766 (1,671) -(2,614) (3,108) (197) (2,136) (644) Total comprehensive income (loss) for the period (15,909) 6,294 (12,828) 8,443 Attributable to: Shareholders of the Company (15,623) 6,429 (11,753) 8,516 Non-controlling interests 11 (286) (135) (1,075) (73) Total comprehensive income (loss) for the period (15,909) 6,294 (12,828) 8,443 Net loss per share, basic and diluted (0.04) (0.01) (0.07) (0.02) Weighted average number of shares outstanding, basic and diluted 214,106,198 196,084,604 212,971,566 195,628,781 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 three and six months ended May 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 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 10 298,240 358 (497) 140 - - 1 - 1 US GoldMining - - Options exercised - - - - (2) - (2) 2 - Restricted share rights vested - - - - (2) - (2) 2 -At-the-Market offering: - - Common shares issued for cash - - - - 707 - 707 196 903 Agents' fees and issuance costs - - - - (21) - (21) (5) (26) At-the-Market offering: - - Common shares issued for cash 10 1,675,879 1,882 - - - - 1,882 - 1,882 Agents' fees and issuance costs - (47) - - - - (47) - (47) Share-based compensation 10 - - 1,262 - 449 - 1,711 107 1,818 Other comprehensive income - - - - - 13,075 13,075 (18) 13,057 Net loss for the period - - - - (4,559) - (4,559) (55) (4,614) Balance at May 31, 2025 (revised- note 3) 196,714,976 192,978 14,815 231 (11,810) (73,855) 122,359 661 123,020 Options exercised 10 656,751 956 (512) - - - 444 - 444 Restricted share rights vested 10 146,204 197 (465) 267 - - (1) - (1) US GoldMining Options exercised - - - - (1) - (1) 1 - Restricted share rights vested - - - - (1) - (1) 1 -At-the-Market offering: Common shares issued for cash - - - - 9,228 - 9,228 2,990 12,218 Agents' fees and issuance costs - - - - (249) - (249) (76) (325) At-the-Market offering: Common shares issued for cash 10 11,357,614 19,437 - - - - 19,437 - 19,437 Agents' fees and issuance costs - (486) - - - - (486) - (486) Common shares issued in flow-through share financing 373,135 399 - - - - 399 - 399 Share-based compensation 10 - - 948 - 156 - 1,104 44 1,148 Deferred tax benefits of share issuance costs - 906 - - - - 906 - 906 Transfer of OCI to accumulated- deficit upon disposal of investment - - - - (53) 53 - - -Other comprehensive income - - - - - 78,429 78,429 14 78,443 Net loss for the period - - - - (5,988) - (5,988) (1,214) (7,202) 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 10 210,962 392 (121) - - - 271 - 271 Restricted share rights vested 10 363,950 560 (570) (498) - - (508) - (508) US GoldMining Warrants exercised, net of financing fees - - - - (221) - (221) 551 330 Restricted share rights vested - - - - (6) - (6) 6 -At-the-Market offering: Common shares issued for cash 11 - - - - 701 - 701 278 979 Agents' fees and issuance costs 11 - - - - (22) - (22) (7) (29) At-the-Market offering: Common shares issued for cash 10 4,770,576 10,125 - - - - 10,125 - 10,125 Agents' fees and issuance costs 10 - (254) - - - - (254) - (254) Share-based compensation 10, 11 - - 1,470 - 1,234 - 2,704 398 3,102 Other comprehensive income (loss) - - - - - 3,750 3,750 (37) 3,713 Net loss for the period - - - - (15,503) - (15,503) (1,038) (16,541) Balance at May 31, 2026 214,594,168 225,210 15,565 - (22,535) 8,377 226,617 2,572 229,189 The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 3 Condensed Consolidated Interim Statements of Cash Flows For the three and six months ended May 31, 2026 and 2025 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) For the six months ended May 31, 2025 2026 ($) (revised-note 3) ($) Operating activities Net loss for the period (16,541) (4,614) Adjustments for non-cash items: Depreciation 183 175 Share-based compensation 3,102 1,818 Share of income in associate - (295) Gain on revaluation of derivative liabilities (1,342) (2,893) Deferred income tax expense (recovery) 2,812 (2,136) Others 39 (2) Net changes in non-cash working capital items: Other assets 38 30 Incomes taxes receivable 231 - Prepaid expenses and deposits (558) 104 Accounts payable and accrued liabilities (295) 16 Incomes taxes payable - (579) Due to related parties (242) (243) Cash used in operating activities (12,573) (8,619) Investing activities Return of reclamation deposits 494 - Investment in joint venture (7) - Purchase of equipment (544) - Proceeds from share sales of investment in associate, net of transaction costs - 192 Payments for restricted deposits (1,309) - Cash (used in) generated from investing activities (1,366) 192 Financing activities Net proceeds from At-the-Market offering, net of issuance costs 9,871 1,835 Net proceeds from US GoldMining At-the-Market offering, net of issuance costs 950 877 Proceeds from US GoldMining warrant exercises, net of issuance costs 103 - Proceeds from common shares issued upon exercise of options 271 - Cash paid for withholding taxes on restricted share rights vested (508) - Payment of lease liabilities (61) (59) Cash generated from financing activities 10,626 2,653 Effect of exchange rate changes on cash (242) (83) Net decrease in cash and cash equivalents and restricted cash (3,555) (5,857) Cash and cash equivalents and restricted cash Beginning of period 24,997 12,002 End of period 21,442 6,145 Supplemental cash flow disclosure: Cash (received) paid for income taxes (229) 503 The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements 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". Basis of Preparation 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 six months ended May 31, 2026, were authorised for issue by the Company's Board of Directors (the "Board") on July 14, 2026. 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. 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 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. 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. 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 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 2024 (as reported) As at November 30, 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 May 31, 2025 As at May 31, 2025 (as reported) Adjustments 2025 (as revised) Liabilities Derivative liabilities - 2,228 2,228 Current liabilities 3,430 2,228 5,658 Total liabilities 4,989 2,228 7,217 Equity Accumulated deficit (10,219) (1,591) (11,810) Accumulated other comprehensive income (73,650) (205) (73,855) Total equity attributable to shareholders of the Company 124,155 (1,796) 122,359 Non-controlling interests 1,093 (432) 661 Total equity 125,248 (2,228) 123,020 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 May 31, 2025 2025 Adj (as reported) ustments 2025 (as revised) Other items Gain on revaluation of derivative liabilities - 810 810 Net loss for the period before taxes (4,255) 810 (3,445) Net loss for the period (2,616) 810 (1,806) Attributable to: Shareholders of the Company (2,368) 635 (1,733) Non-controlling interests (248) 175 (73) Net loss for the period (2,616) 810 (1,806) Other comprehensive income (loss) Items that may be reclassified subsequently to net income or loss: Foreign currency translation adjustments (2,763) 149 (2,614) Total comprehensive income for the period 5,335 959 6,294 Attributable to: Shareholders of the Company 5,645 784 6,429 Non-controlling interests (310) 175 (135) Total comprehensive income for the period 5,335 959 6,294 For the three months ended May 31 For the six months ended May 31, 2025 Other items 2025 (as reported) For the six months ended May 31 Adjustments 2025 (as revised) Gain on revaluation of derivative liabilities - 2,893 2,893 Net loss for the period before taxes (9,725) 2,893 (6,832) Net loss for the period (7,507) 2,893 (4,614) Attributable to: Shareholders of the Company (6,914) 2,355 (4,559) Non-controlling interests (593) 538 (55) Net loss for the period (7,507) 2,893 (4,614) Other comprehensive income (loss) Items that may be reclassified subsequently to net income or loss: Foreign currency translation adjustments (638) (6) (644) Total comprehensive income for the period 5,556 2,887 8,443 Attributable to: Shareholders of the Company 6,167 2,349 8,516 Non-controlling interests (611) 538 (73) Total comprehensive income for the period 5,556 2,887 8,443 Net loss per share, basic and diluted (0.04) 0.02 (0.02) Consolidated statements of cash flows for the six months ended May 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 six months ended May 31, 2025. The adjustment relates solely to the presentation of non-cash items within the consolidated statement of cash flows. 2025 (as reported) Adjustments 2025 (as revised) Net loss for the period (7,507) 2,893 (4,614) Adjustments for non-cash items: Gain on revaluation of derivative liabilities - (2,893) (2,893) Cash used in operating activities (8,619) - (8,619) For the six months ended May 31 Cash and Cash Equivalents Cash and cash equivalents consist of: May 31, November 30, 2026 2025 ($) ($) Cash at bank and on hand 7,922 4,396 Term deposits 13,520 20,541 Total 21,442 24,937 Restricted deposits Restricted deposits consists of: May 31, November 30, 2026 2025 ($) ($) Guaranteed investment certificate 1,250 - Term deposits held as security for corporate credit cards 59 - Total 1,309 - 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. Short-term investments As of May 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 $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project. The following tables outline the movement of the Company's short-term investments during the six months ended May 31, 2026, and year ended November 30, 2025: As at May 31, 2026 As at November 30, 2025 As at May 31, 2026 Number of Fair value Unrealized Gains (FVTOCI) Reclassified from longterm investments Fair Value shares ($) ($) ($) ($) Investment in AUZ 84,429,563 1,313 946 - 2,259 Investment in Galleon 100,000 70 37 - 107 Investment in NevGold (1) 19,073,350 - 32,997 24,795 57,792 1,383 33,980 24,795 60,158 As at November 30, As at November 30, As at November 30, 2025 2024 2025 Number of Fair value Additions Unrealized Gains (FVTOCI) Fair Value shares ($) ($) ($) ($) 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, investment in NevGold with a fair value of $24,795 (Note 9) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027. Exploration and Evaluation Assets For the six months ended May 31, 2026 ($) 2025 ($) Balance at the beginning of period 57,998 56,547 Change in reclamation estimate (41) 39 Foreign currency translation adjustments 40 (472) Balance at the end of period 57,997 56,114 Exploration and evaluation assets on a project basis are as follows: May 31, 2026 ($) November 30, 2025 ($) La Mina 15,495 15,695 Titiribi 12,371 12,531 Yellowknife 7,396 7,419 Crucero 7,358 7,452 Cachoeira 6,442 6,171 São Jorge 5,428 5,199 Yarumalito 1,712 1,733 Whistler 1,072 1,104 Surubim 265 254 Batistão 244 234 Montes Áureos and Trinta 186 178 Rea 28 28 Total 57,997 57,998 Exploration Expenses Exploration expenditures on a project basis for the periods indicated are as follows: For the three months ended May 31, For the six months ended May 31, 2026 ($) 2025 ($) 2026 ($) 2025 ($) Whistler 1,673 360 2,166 504 São Jorge 779 392 1,396 548 Titiribi 141 167 295 276 Yarumalito 181 37 253 63 La Mina 174 54 224 97 Yellowknife 59 7 180 29 Crucero 42 - 105 1 Cachoeira 94 12 97 22 Rea 6 10 11 30 Total 3,149 1,039 4,727 1,570 Land, Property and Equipment Right-of-Use Assets Buildings and Office (Office and) Exploration Land Camp Structures Equipment warehouse space) Equipment Vehicles Total ($) ($) ($) ($) ($) ($) ($) 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 - - - - 432 112 544 Impact of foreign currency translation (14) (31) 2 (2) (4) (7) (56) Balance at May 31, 2026 1,090 2,396 224 453 828 728 5,719 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 - 78 2 46 21 36 183 Impact of foreign currency translation - (14) 2 (1) (2) (5) (20) Balance at May 31, 2026 - 1,166 220 220 322 513 2,441 Net Book Value At November 30, 2025 1,104 1,325 6 280 97 141 2,953 At May 31, 2026 1,090 1,230 4 233 506 215 3,278 9. Long-term Investments As of May 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 six months ended May 31, 2026, and year ended November 30, 2025: As at May 31, 2026 As at November 30, 2025 As at May 31, 2026 Number of Fair value Unrealized Gains (Losses) (FVTOCI) Reclassified to short-term invesmtnets Fair Value shares ($) ($) ($) ($) Investment in GRC 21,533,125 132,091 (35,545) - 96,546 Investment in NevGold (1) - 16,212 8,583 (24,795) - 148,303 (26,962) (24,795) 96,546 As at November 30, 2025 As at November 30, 2024 As at November 30, 2025 Number of Fair value Additions Disposals Unrealized Gains (FVTOCI) Fair Value shares ($) ($) ($) ($) ($) 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, investment in NevGold with a fair value of $24,795 (Note 6) was reclassified from long-term investments to short-term investments. Share Capital 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 six months ended May 31, 2026, the Company issued 4,770,576 common shares under the ATM Program for gross proceeds of $10,125, with aggregate commissions paid to agents of $254. During the six months ended May 31, 2025, the Company issued 1,675,879 common shares under the ATM Program for gross proceeds of $1,882, with aggregate commissions paid to agents of $47. 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 May 31, 2026, the remaining flow-through premium liability is $nil. Reserves Restricted Share Rights ($) Share Options ($) Warrants ($) Total ($) Balance at November 30, 2024 18 10,491 3,541 14,050 Restricted share rights vested (497) - - (497) Share-based compensation 719 543 - 1,262 Balance at May 31, 2025 240 11,034 3,541 14,815 Options exercised - (512) - (512) Restricted share rights vested (465) - - (465) Share-based compensation 232 716 - 948 Balance at November 30, 2025 7 11,238 3,541 14,786 Options exercised - (121) - (121) Restricted share rights vested (570) - - (570) Share-based compensation 554 916 - 1,470 Balance at May 31, 2026 (9) 12,033 3,541 15,565 Share Options The Company's share option plan (the "Option Plan") was approved by the Board on January 28, 2011, and on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022, the Option Plan was amended and restated (the "Amended and Restated Option Plan"). The Amended and Restated Option Plan was approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 15, 2025. The following outlines movements of the Company's Options: Number of Weighted Average Options Exercise Price ($) Balance at November 30, 2024 15,481,429 1.61 Granted 250,000 1.24 Forfeited (227,500) 1.75 Balance at May 31, 2025 15,503,929 1.60 Granted 2,797,000 1.94 Exercised (1,091,984) 1.30 Forfeited (17,500) 1.19 Expired (1,925,000) 2.82 Balance at November 30, 2025 15,266,445 1.53 Granted 289,200 2.12 Exercised (1) (250,000) 1.38 Forfeited (31,500) 1.76 Balance at May 31, 2026 15,274,145 1.54 During the three and six months ended May 31, 2026, the Company issued 185,000 and 210,962 common shares, respectively, at weighted average trading prices of $2.14 and $2.08, respectively. The common shares were issued pursuant to the exercise of 250,000 share options, of which 25,962 common shares were issued pursuant to the exercise of 65,000 share options on a net exercise basis. The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Six months ended Six months ended May 31, May 31, 2026 2025 Risk-free interest rate 2.58% 2.59% Expected life (years) 2.87 2.81 Expected volatility 44.94% 41.66% Expected dividend yield 0.00% 0.00% Estimated forfeiture rate 5.99% 0.27% A summary of Options outstanding and exercisable as of May 31, 2026, are as follows: Options Outstanding Options Exercisable Exercise Prices Number of Options Outstanding Weighted Average Exercise Price ($) 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 2.40 3,000,000 1.09 2.40 $1.19 - $1.59 2,863,750 1.22 3.21 2,863,750 1.22 3.21 $1.60 - $1.72 3,811,750 1.60 1.48 3,811,750 1.60 1.48 $1.73 - $1.89 2,367,500 1.83 0.45 2,367,500 1.83 0.45 $1.90 - $2.34 3,231,145 1.96 4.32 1,627,745 1.96 4.12 15,274,145 1.54 2.43 13,670,745 1.49 2.18 The amount of share-based compensation expense recognized for Options during the three and six months ended May 31, 2026, was $417 and $916 (three and six months ended May 31, 2025: $276 and $543), with the fair value estimated using the Black-Scholes option pricing model. Restricted Share Rights The Company's restricted share rights plan (the "RSRP") was approved by the Board on November 27, 2018, and amended and restated on March 28, 2025. Pursuant to the terms of the RSRP, the Board may designate directors, senior officers, employees and consultants of the Company, eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSRP was approved by the Company's shareholders in accordance with its terms at the Company's Annual General and Special Meeting held on May 15, 2025. The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company settles the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of common shares from treasury. The following outlines movements of the Company's RSRs: Number of RSRs Weighted Average Value ($) Balance at November 30, 2024 765,165 1.19 Vested (417,615) 1.19 Forfeited (6,500) 1.19 Balance at May 31, 2025 341,050 1.19 Granted 379,840 1.94 Vested (371,204) 1.25 Balance at November 30, 2025 349,686 1.94 Granted 10,000 1.90 Vested (1)(2) (200,571) 1.94 Forfeited (2,275) 1.94 Balance at May 31, 2026 156,840 1.94 During the six months ended May 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 used to settle payroll withholding taxes. During the six months ended May 31, 2026, 73,420 RSRs, which vested during the six months ended May 31, 2026, were net settled, resulting in the issuance of 57,445 GoldMining Shares, with the remaining RSRs used to settle payroll withholding taxes. The amount of share-based compensation expense recognized for RSRs during the three and six months ended May 31, 2026, was $212 and $554 (three and six months ended May 31, 2025: $256 and $719). Non-Controlling Interests 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 at May 31, 2026, GoldMining held 10,000,751 U.S. GoldMining Shares, or approximately 74.1% 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 $2,572 as at May 31, 2026, solely relates to U.S. GoldMining. The following table shows the assets and liabilities of U.S. GoldMining: As at May 31, As at November 30, 2026 2025 (revised) ($) ($) Assets Cash and cash equivalents 8,165 10,193 Restricted cash - 60 Restricted deposits 59 - Prepaid expenses and deposits 377 122 Other assets 102 100 Land, property and equipment 1,701 1,312 Exploration and evaluation assets 60 79 10,464 11,866 Liabilities Accounts payable and accrued liabilities 459 446 Withholding taxes payable - 253 Rehabilitation provisions 445 461 Lease liability 104 124 Derivative liabilities - 1,598 1,008 2,882 Refer to segmented information Note 15 for a breakdown of U.S. GoldMining's net loss. The following table summarizes U.S. GoldMining's cash flow activities during the six months ended May 31, 2026 and 2025: For the six months ended For the six months ended May 31, 2026 ($) May 31, 2025 ($) Cash used in operating activities (4,564) (2,384) Cash used in investing activities (600) - Cash generated from financing activities 3,217 852 Effect of exchange rate changes on cash (141) (56) Net decrease in cash and cash equivalents and restricted cash (2,088) (1,588) Cash and cash equivalents and restricted cash Beginning of period 10,253 5,666 End of period 8,165 4,078 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. 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 six months ended May 31, 2026, U.S. GoldMining sold 61,515 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $979 (US$0.71 million). As a result, the Company recorded a dilution gain in equity of $701, or $679 net of agents' fees and issuance costs. During the six months ended May 31, 2025, U.S. GoldMining sold 58,732 common shares under the U.S. GoldMining ATM Program, for gross proceeds of $903 (US$0.64 million). As a result, the Company recorded a dilution gain in equity of $707, or $686 net of agents' fees and issuance costs. U.S. GoldMining Stock Options On February 6, 2023, U.S. GoldMining adopted a long-term incentive plan ("2023 Incentive Plan"). The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards. The following outlines the movements in U.S. GoldMining's stock options: Number of Weighted Average Options Exercise Price (US$) 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 May 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 (5,800) 9.79 Balance at May 31, 2026 429,500 (1) 9.84 (1) As at May 31, 2026, outstanding U.S. GoldMining stock options have a weighted average remaining contractual life of 3.50 years. 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: Six months ended Six months ended May 31, May 31, 2026 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 six months ended May 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $236 and $601 (three and six months ended May 31, 2025: $141 and $432) for stock options granted. 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. As at May 31, 2026, 254,000 Restricted Shares remain outstanding and are subject to certain performance conditions. During the three and six months ended May 31, 2026, U.S. GoldMining recognized a share-based compensation expense of $301 and $851 (three and six months ended May 31, 2025: an expense of $3 and a recovery of $1), related to U.S. GoldMining's Restricted Shares. U.S. GoldMining Restricted Share Units U.S. GoldMining's restricted share units ("RSUs") vest in four equal annual instalments during the recipient's continual service with U.S. GoldMining. The compensation expense is calculated based on the fair value of the RSUs as determined by the closing value of U.S. GoldMining's common stock at the date of the grant. The compensation expense is recognized over the vesting period of the RSUs. The following outlines the movements in U.S. GoldMining's RSUs: Number of RSUs Weighted Average Value (US$) Balance at November 30, 2024 Granted -15,050 -8.32 Vested (3,763) 8.32 Forfeited (600) 8.32 Balance at May 31, 2025 10,687 8.32 Granted 5,000 9.25 Vested (7,126) 8.32 Balance at November 30, 2025 8,561 8.86 Granted 16,200 9.40 Vested (9,986) 8.98 Forfeited (500) 9.40 Balance at May 31, 2026 14,275 9.37 Share-based compensation of $74 (US$0.05 million) and $180 (US$0.13 million) was recognized for the three and six months ended May 31, 2026 (three and six months ended May 31, 2025: $54 (US$0.04 million) and $125 (US$0.09 million)), related to U.S. GoldMining's RSUs. U.S. GoldMining Warrants The following outlines the movements in U.S. GoldMining's common stock purchase warrants: Number of Warrants Weighted Average Exercise Price (US$) Balance at November 30, 2024, May 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 May 31, 2026 - - During the six months ended May 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 cashless basis in accordance with the terms of the warrant agreement related to 325,014 U.S. GoldMining Warrants. 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 (symbol: 'USGOW') 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). The movement in derivative liabilities is as follows: For the six months ended May 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) (2,893) Impact of foreign currency translation (29) 6 Balance at the end of period - 2,228 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. 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. 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. The Canadian dollar equivalents of the Company's foreign currency denominated financial assets are as follows: As at May 31, As at November 30, 2026 2025 ($) ($) Assets United States Dollar 116,260 156,047 Australian Dollar 2,259 1,313 Colombian Peso 761 307 Total 119,280 157,667 The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $370. The impact of a Canadian dollar change against the United States dollar on the investment in GRC by 10% at May 31, 2026, would have an impact, net of tax, of approximately $8,352 on other comprehensive income for the six months ended May 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 May 31, 2026, would have an impact of $1,934 on net loss for the six months ended May 31, 2026. 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. 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. 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 May 31, 2026, the Company has working capital (current assets less current liabilities) of $82,091. 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 $8,165 and other current assets of $538 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. As of May 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 10,000,751 shares $140.7 million (US$102.0 million) Gold Royalty Corp. NYSE American 21,533,125 shares $96.5 million (US$70.0 million) NevGold TSX-V 19,073,350 shares $57.8 million (2) Australian Mines Limited ASX 84,429,563 shares $2.3 million (AUD$2.3 million) Galleon Gold Corp. TSX-V 100,000 shares $0.1 million Fair values based upon the closing price of the applicable securities as of May 31, 2026. Standstill agreement in place until February 27, 2027 (Note 6). GoldMining believes that, taking into account its cash on hand, ability to enter into future borrowings collateralized by the U.S. GoldMining, GRC, NevGold, AUZ and Galleon shares, 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. 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 Company does not actively trade its 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 at May 31, 2026, a 10% change in the share prices of its Equity Investments would have an impact, net of tax, of approximately $13,555 on other comprehensive loss for the six months ended May 31, 2026. Related Party Transactions Related Party Transactions Related party transactions not disclosed elsewhere in the condensed consolidated interim financial statements are as follows: During the three and six months ended May 31, 2026, the Company incurred $4 and $7 (three and six months ended May 31, 2025: $4 and $8) in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of one of the Company's Co-Chairmen. Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended May 31, 2026, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein. Transactions with Key Management Personnel Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and include management and directors' fees and share-based compensation, which are described below for the three and six months ended May 31, 2026: For the three months ended For the six months ended May 31, 2026 ($) May 31, 2025 ($) May 31, 2026 ($) May 31, 2025 ($) Management fees 52 47 103 95 Director and officer fees 74 111 189 228 Share-based compensation 604 326 1,598 850 Total 730 484 1,890 1,173 As at May 31, 2026, $26 was payable to key management personnel for services provided to the Company (November 30, 2025: $267). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer. Segmented Information The Company conducts its business in the acquisition, exploration and development of mineral properties as two operating segments, with U.S. GoldMining being one distinct operating segment, and all other subsidiaries, or "Others" being the second operating segment. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru. The Company's total non-current assets, total liabilities and operating loss by geographical location are detailed below: Total non-current assets As at May 31, 2026 ($) As at November 30, 2025 ($) Canada 104,339 156,661 Colombia 30,891 31,308 Brazil 13,221 12,665 Peru 7,358 7,452 United States 2,669 2,291 Total 158,478 210,377 Total operating loss For the three months ended Total operating loss For the six months ended May 31, 2026 ($) May 31, 2025 ($) May 31, 2026 ($) May 31, 2025 ($) Canada 2,316 2,066 5,756 5,467 United States 3,398 987 5,713 2,512 Brazil 1,404 805 2,399 1,088 Colombia 715 453 1,221 809 Peru 43 6 72 26 Total 7,876 4,317 15,161 9,902 The Company's total assets, liabilities, operating loss and net loss for its two operating segments, U.S. GoldMining and others are detailed in the three tables below: Total assets Total liabilities As at May 31, 2026 ($) As at November 30, 2025 ($) As at May 31, 2026 ($) As at November 30, 2025 ($) U.S. GoldMining (1) 11,476 12,891 1,008 2,882 Others (2) 231,217 225,070 12,496 7,078 Total 242,693 237,961 13,504 9,960 (1) Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc. (2) Others consists of GoldMining Inc. and all of its subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada For the three months ended May 31, 2026 For the three months ended May 31, 2025 U.S. GoldMining (1) ($) Others (2) ($) Total ($) U.S. GoldMining (1) ($) Others (2) ($) Total ($) Operating expenses Consulting fees - 131 131 7 108 115 Depreciation 71 23 94 64 23 87 Directors' fees, employee salaries and benefits 156 705 861 145 437 582 Exploration expenses 1,673 1,476 3,149 360 679 1,039 General and administrative 851 938 1,789 390 1,366 1,756 Professional fees 283 324 607 187 356 543 Share-based compensation 612 627 1,239 198 523 721 Share of income in associate - - - - (527) (527) Share of loss on investment in joint venture - 6 6 - 1 1 3,646 4,230 7,876 1,351 2,966 4,317 Operating loss (3,646) (4,230) (7,876) (1,351) (2,966) (4,317) Other items Interest income 55 116 171 42 11 53 Gain on sales of investment in associate - - - - 41 41 Gain on revaluation of derivative liabilities 1,865 - 1,865 810 - 810 Other expenses (7) (10) (17) (8) (34) (42) Net foreign exchange gain (loss) (5) 157 152 - 10 10 Net loss for the period before taxes (1,738) (3,967) (5,705) (507) (2,938) (3,445) Current income tax expense - (2) (2) - (35) (35) Deferred income tax recovery (expense) - (3,065) (3,065) - 1,674 1,674 Net loss for the period (1,738) (7,034) (8,772) (507) (1,299) (1,806) For the six months ended May 31, 2026 For the six months ended May 31, 2025 U.S. GoldMining (1) ($) Others (2) ($) Total ($) U.S. GoldMining (1) ($) Others (2) ($) Total ($) Operating expenses Consulting fees - 239 239 17 166 183 Depreciation 137 46 183 128 47 175 Directors' fees, employee salaries and benefits 342 1,332 1,674 313 864 1,177 Exploration expenses 2,166 2,561 4,727 504 1,066 1,570 General and administrative 1,435 2,541 3,976 1,312 2,462 3,774 Professional fees 509 745 1,254 376 1,118 1,494 Share-based compensation 1,633 1,469 3,102 556 1,262 1,818 Share of income in associate - - - - (295) (295) Share of loss on investment in joint venture - 6 6 - 6 6 6,222 8,939 15,161 3,206 6,696 9,902 Operating loss (6,222) (8,939) (15,161) (3,206) (6,696) (9,902) Other items Interest income 140 254 394 93 46 139 Gain on sales of investment in associate - - - - 41 41 Gain on revaluation of derivative liabilities 1,342 - 1,342 2,893 - 2,893 Other expenses (15) (19) (34) (17) (40) (57) Net foreign exchange gain (loss) (8) (260) (268) (1) 55 54 Net loss for the period before taxes (4,763) (8,964) (13,727) (238) (6,594) (6,832) Current income tax recovery (expense) - (2) (2) (5) 87 82 Deferred income tax recovery (expense) - (2,812) (2,812) - 2,136 2,136 Net loss for the period (4,763) (11,778) (16,541) (243) (4,371) (4,614) (1) Consists of U.S. GoldMining Inc. and its wholly owned subsidiary US GoldMining Canada Inc. (2) Others consists of GoldMining Inc. and all of its subsidiaries, excluding U.S. GoldMining Inc. and US GoldMining Canada. 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. 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 and June 25, 2026, the Company's subsidiary can acquire surface rights over a portion of the La Garrucha concession by making a final payment of US$100,000 on or before September 30, 2026. Whistler Project In March 2026, U.S. GoldMining entered into an agreement with a technical consultant for the management and execution of an exploration program for the Whistler Project in 2026, which may be adjusted, paused, postponed or terminated by either party with 30 days written notice. Yarumalito Project As part of the approved Programa de Trabajo y Obras, the Company has the commitment with Agencia Nacional de Minería to complete a drilling campaign of 1,200 meters in 2026. The following table summarizes the Company's contractual obligations (excluding commitments for long-term leases disclosed as lease liabilities) as at May 31, 2026, including payments due for each of the next five years and thereafter. Amount ($) Due within 1 year 315 1 - 3 years 120 3 - 5 years - More than 5 years - Total 435 (1) (1) Includes $9 related to low value assets, $217 related to short-term leases and $209 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. Subsequent Event 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 $5.7 million (US$4.0 million). No commissions were payable in connection with the offering. The transaction closed on June 29, 2026.

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