重大事件
即時報告
8-K
2026-07-14
U.S. Goldmining 8-K：第二財季淨虧損擴大至877萬加元，勘探費用倍增
AI 繁中摘要
📊 GoldMining Inc.（TSX: GOLD, NYSE: GLDG, FRA: BSR）提交了截至2026年5月31日止三個月及六個月的8-K申報文件，附帶未經審計的簡明綜合中期財務報表。所有金額以千加元計，除非另有說明。
**業績重點**：
- 第二財季（2026年3月至5月）淨虧損擴大至877萬加元（每股0.04加元），對比去年同期淨虧損181萬加元（每股0.01加元）。
- 2026上半年淨虧損1,654萬加元（每股0.07加元），去年同期為461萬加元（每股0.02加元）。
- 營運支出大增：勘探費用達473萬加元（去年157萬加元），主要投入Whistler項目（217萬加元）及São Jorge項目（140萬加元）。
- 股份基礎補償費用310萬加元（去年182萬加元）。
**財務狀況**（截至2026年5月31日）：
- 總資產2.43億加元，其中現金及等價物2,144萬加元、短期投資6,016萬加元（包括NevGold及Gold Royalty股權）、長期投資9,655萬加元。
- 股東權益2.27億加元，累計虧損2,254萬加元。
- 無銀行借款，流動負債僅212萬加元。
**重大變動**：
- 修訂前期比較數據：重新分類美國GoldMining認股權證（原列作權益）為衍生負債，導致前期虧損調整（2025年淨虧損由751萬加元修訂為461萬加元）。
- 衍生負債公允價值變動產生收益134萬加元（2026上半年）。
- 短期及長期投資未實現虧損分別為3,398萬加元（收益）及2,696萬加元（損失），反映市況波動。
- 透過「市場發行計劃」（ATM）發行477萬股，集資1,013萬加元；子公司U.S.GoldMining亦發行6.2萬股，集資98萬加元。
**管理層展望與潛在影響**：
勘探開支翻倍，顯示管理層積極推進Whistler（阿拉斯加）及São Jorge（巴西）等項目。現金及短投合計約8,160萬加元，流動性充裕。投資組合受貴金屬價格及市場情緒影響，股權投資公允值變動或持續波動。認股權證重新分類對損益表有一次性影響，但無實質現金流影響。投資者應關注未來勘探成果及金價走勢。
展開英文正文
EX-99.1
2
ex_988115.htm
EXHIBIT 99.1
ex_988115.htm
Exhibit 99.1
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)
As at May 31,
As at November 30,
Notes
2026
2025 (revised-note 3)
($)
($)
Assets
Current assets
Cash and cash equivalents
4
21,442
24,937
Restricted cash
-
60
Restricted deposits
5
1,309
-
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
1
GoldMining Inc.
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,
Notes
2026
2025
(revised-note 3)
2026
2025
(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
(886
)
(1,671
)
(3,108
)
(2,136
)
Items that may be reclassified subsequently to net income or loss:
-
Foreign currency translation adjustments
766
(2,614
)
(197
)
(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
2
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
GoldMining Inc.
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,
2026
2025
(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
4
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
1.
Corporate Information
GoldMining Inc. was incorporated under the Business Corporations Act (British Columbia) on September 9, 2009, and continued under the Canada Business Corporations Act (Canada) on December 6, 2016. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada and Peru.
GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Canada.
On April 24, 2023, the Company's majority owned, Nevada domiciled subsidiary, U.S. GoldMining Inc. ("U.S. GoldMining"), completed its initial public offering (the "Offering") (Note 10.1). U.S. GoldMining owns the Whistler Project located in Alaska, U.S.A. and its common shares (the "U.S. GoldMining Shares") are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols "USGO".
2.
Basis of Preparation
2.1 Statement of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting.
The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in Note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2025 and 2024. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.
The Company's consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's consolidated financial statements and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), which is the Company's reporting currency, and all values are rounded to the nearest thousand except where otherwise indicated.
The Company's condensed consolidated interim financial statements for the three and six months ended May 31, 2026, were authorised for issue by the Company's Board of Directors (the "Board") on July 14, 2026.
2.2 Significant Accounting Judgments and Estimates
The preparation of these condensed consolidated interim financial statements requires management to make accounting policy judgments, make estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.
5
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
2.3 New Accounting Standards Issued but not effective
The following are amendments to the accounting standards that have been issued but are not mandatory for the current period and have not been early adopted by the Company:
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.
IFRS 18 – Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for 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.
6
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
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
As at November 30,
2024
(as reported)
Adjustments
2024
(as revised)
Liabilities
Derivative liabilities
-
5,115
5,115
Current liabilities
4,235
5,115
9,350
Total liabilities
5,800
5,115
10,915
Equity
Accumulated deficit
(4,436
)
(3,946
)
(8,382
)
Accumulated other comprehensive income
(86,731
)
(199
)
(86,930
)
Total equity attributable to shareholders of the Company
113,759
(4,145
)
109,614
Non-controlling interests
1,402
(970
)
432
Total equity
115,161
(5,115
)
110,046
As at 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
7
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
As at November 30, 2025
As at November 30,
2025
(as reported)
Adjustments
2025
(as revised)
Liabilities
Derivative liabilities
-
1,598
1,598
Current liabilities
2,910
1,598
4,508
Total liabilities
8,362
1,598
9,960
Equity
Accumulated deficit
(7,703
)
(1,015
)
(8,718
)
Accumulated other comprehensive income
4,825
(198
)
4,627
Total equity attributable to shareholders of the Company
226,793
(1,213
)
225,580
Non-controlling interests
2,806
(385
)
2,421
Total equity
229,599
(1,598
)
228,001
8
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
Consolidated statements of comprehensive income (loss) – Revised
For the three months ended May 31, 2025
For the three months ended
May 31
2025
(as reported)
Adjustments
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
9
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
For the six months ended May 31, 2025
For the six months ended
May 31
2025
(as reported)
Adjustments
2025
(as revised)
Other items
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.
For the six months ended
May 31
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
)
10
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
4.
Cash and Cash Equivalents
May 31,
November 30,
2026
2025
($)
($)
Cash and cash equivalents consist of:
Cash at bank and on hand
7,922
4,396
Term deposits
13,520
20,541
Total
21,442
24,937
5.
Restricted deposits
May 31,
November 30,
2026
2025
($)
($)
Restricted deposits consists of:
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 $607, pursuant to an earn-in agreement with AUZ relating to the Company's Boa Vista Project.
11
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
The following tables outline the movement of the Company's short-term investments during the six months ended May 31, 2026, and year ended November 30, 2025:
As at May 31,
As at November 30,
As at May 31,
2026
2025
2026
Number of
shares
Fair value
($)
Unrealized Gains
(FVTOCI)
($)
Reclassified from long-
term investments
($)
Fair Value
($)
Investment in AUZ
84,429,563
1,313
946
-
2,259
Investment in Galleon
100,000
70
37
-
107
Investment in NevGold(1)
19,073,350
-
32,997
24,795
57,792
1,383
33,980
24,795
60,158
As at November 30,
As at November 30,
As at November 30,
2025
2024
2025
Number of
shares
Fair value
($)
Additions
($)
Unrealized Gains
(FVTOCI)
($)
Fair Value
($)
Investment in AUZ
84,429,563
-
607
706
1,313
Investment in Galleon
100,000
18
-
52
70
18
607
758
1,383
(1) On February 28, 2026, investment in NevGold with a fair value of $24,795 (Note 9) was reclassified from long-term investments to short-term investments. However, subject to certain customary exceptions, the NevGold Shares remain subject to a hold period until February 27, 2027.
12
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
7.
Exploration and Evaluation Assets
For the six months ended
May 31,
2026
2025
($)
($)
Balance at the beginning of period
57,998
56,547
Change in reclamation estimate
(41
)
39
Foreign currency translation adjustments
40
(472
)
Balance at the end of period
57,997
56,114
Exploration and evaluation assets on a project basis are as follows:
May 31,
November 30,
2026
2025
($)
($)
La Mina
15,495
15,695
Titiribi
12,371
12,531
Yellowknife
7,396
7,419
Crucero
7,358
7,452
Cachoeira
6,442
6,171
São Jorge
5,428
5,199
Yarumalito
1,712
1,733
Whistler
1,072
1,104
Surubim
265
254
Batistão
244
234
Montes Áureos and Trinta
186
178
Rea
28
28
Total
57,997
57,998
13
GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
As at May 31, 2026 and November 30, 2025
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)
Exploration Expenses
Exploration expenditures on a project basis for the periods indicated are as follows:
For the three months ended
For the six months ended
May 31,
May 31,
2026
2025
2026
2025
($)
($)
($)
($)
Whistler
1,673
360
2,166
504
São Jorge
779
392
1,396
548
Titiribi
141
167
295
276
Yarumalito
181
37
253
63
La Mina
174
54
224
97
Yellowknife
59
7
180
29
Crucero
42
-
105
1
Cachoeira
94
12
97
22
Rea
6
10
11
30
Total
3,149
1,039
4,727
1,570
8.
Land, Property and Equipment
Right-of-
Use Assets
Buildings and
Office
(Office and)
Exploration
Land
Camp Structures
Equipment
warehouse space)
Equipment
Vehicles
Total
($)
($)
($)