GoldMining: Interim Financial Statements (FS Q2 2026)

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)

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

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

Cash (received) paid for income taxes (229) 503

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

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

   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 six months ended May 31, 2026, were authorised for issue by the Company's Board of Directors (the "Board") on July 14, 2026.

   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.

   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 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.

   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

4. 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

5. 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.

6. 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.

7. 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

8. Land, Property and Equipment

Right-of-Use Assets

Buildings and Office (Office and) Exploration

Land Camp Structures Equipment warehouse space) Equipment Vehicles Total ($) ($) ($) ($) ($) ($) ($)

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:

(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.

1. Share Capital

   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 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.

   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	(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

   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	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

      1. 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.

   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.

      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

      1. 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.

      2. 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).

2. Non-Controlling Interests

   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 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.

   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	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.

   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. 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.

   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 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.

   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, 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	-	-

      1. 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.

3. 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

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.

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.

1. Related Party Transactions

   1. 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.

   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 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.

2. 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.

3. 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.

4. 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.