GoldMining Inc 2025年度报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934OR ☒ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2025 Commission File Number 001-39566 GoldMining Inc.(Exact name of Registrant as specified in its charter) Canada(Province or other jurisdiction of incorporation or organization) 1040(Primary Standard Industrial Classification Code Number (if applicable)) Not Applicable(I.R.S. Employer Identification Number (if applicable)) Suite 1830, 1188 West Georgia StreetVancouver, British Columbia, V6E 4A2 Canada(604) 630-1000(Address and telephone number of Registrant’s principal executive offices) 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: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon sharesGLDGNYSE American 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) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ 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 thatthe registrant was required to submit such files). No☐ Yes☒ 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 accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ † 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)) bythe registered public accounting firm that prepared or issued its audit report.☐ 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 theExchange Act pursuant to Rule 3a12-3 of the Exchange Act. 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 of1995, as amended, collectively referred to as “forward-looking statements.” The forward-looking statements contained in thisAnnual Report on Form 40-F