GoldMining Inc. 2025年度报告

[Check one] ☒ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 GoldMining Inc. (Exact name of Registrant as specified in its charter) C T Corporation System28 Liberty StreetNew York, New York 10005(212) 894-8940(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act:None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None. For annual reports, indicate by check mark the information filed with this Form:☒Annual information form☒Audited annual financial statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 213,757,471 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ EXPLANATORY NOTE GoldMining Inc. (the “Company” or “Registrant”) is a Canadian public company eligible to file its annual report pursuant toSection 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under theExchange Act. The equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the FORWARD-LOOKING STATEMENTS This Annual Report on Form 40-F and the exhibits attached hereto may contain certain forward-looking information andstatements, including statements relating to matters that are not historical facts and statements of our beliefs, intentions andexpectations about developments, results and events which will or may occur in the future, including “forward-lookingstatements,” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “estimates,”“intends,”“anticipates,”“forecasts,”“does not anticipate,”“believes,”“contemplate,”“continue,”“proposes,”“predicts,”“targets,” “aims,” “pursues,” “potential,” “objective,” “capable” or the negatives or variations of such words and phrases, or Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about thebusiness and the industry and markets in which the Company operates including: (i) the Company will realize on benefits expectedfrom its business plans and strategies; (ii) the timing and ability to obtain requisite operational, environmental and other licenses,permits and approvals, including extensions thereof will occur and proceed as expected; (iii) current gold, silver, base metal andother commodity prices will be sustained, or will improve; (iv) the proposed development of the Company’s projects will be viableoperationally and economically and will proceed as expected; (v) any additional financing required by the Company wi