An anonymous director reports

CORPORATE UPDATE

Goldmining Inc. has entered into an equity distribution agreement dated Nov. 24, 2023, with a syndicate of agents, including BMO Nesbitt Burns Inc., BMO Capital Markets Corp., Canaccord Genuity Corp., Canaccord Genuity LLC, H.C. Wainwright & Co. LLC, Laurentian Bank Securities Inc. and Roth Capital Partners LLC, for a renewed at-the-market equity program. The ATM program is intended to replace the company's at-the-market equity program that commenced in December, 2022, and expires on Nov. 27, 2023.

The ATM program is subject to customary closing conditions, including the filing of prospectus supplements to the company's: (i) short form base shelf prospectus dated Nov. 24, 2023, that was filed in Canada; and (ii) registration statement on Form F-10, originally filed with the U.S. Securities and Exchange Commission on Oct. 30, 2023, once it becomes effective.

The ATM program will allow the company to distribute, over the term of the program, up to $50-million (U.S.) (or the equivalent in Canadian dollars) of common shares of the company to the public from time to time, through the agents, at the company's discretion. The company is not obligated to make any sales of offered shares under the distribution agreement.

Unless terminated by the company or the agents as permitted therein, the distribution agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the offered shares sold under the ATM program reach the aggregate amount of $50-million (U.S.) (or the equivalent in Canadian dollars); or (b) Dec. 31, 2024. Under the distribution agreement, sales of offered shares will be made by the agents through at-the-market distributions as defined in National Instrument 44-102 (Shelf Distributions) on the Toronto Stock Exchange, NYSE American LLC, or any other trading market for the offered shares in Canada or the United States. Any offered shares sold under the ATM program will be sold at the prevailing market price at the time of sale.

The company intends to use the net proceeds of any sales under the ATM program to finance the exploration and development of its mineral properties, including to complete minimum work programs, property payments and other expenditures to maintain the company's property rights, to finance future acquisitions as may be determined by the company and for working capital.

Prior to the ATM program becoming effective, copies of the Canadian and U.S. prospectus supplements, as applicable, and the distribution agreement will be filed and available under the company's profiles on SEDAR+ and EDGAR. In addition, the lead agent will send copies of such documents to investors upon request.

In Canada

BMO Nesbitt Burns Inc.

Brampton distribution centre care of

Attention: the Data group of companies

9195 Torbram Rd.

Brampton, Ont., L6S 6H2

E-mail: torbramwarehouse@datagroup.ca

Telephone: 905-791-3151, extension 4312

In the United States

BMO Capital Markets Corp.

Attention: equity syndicate department

151 West 42nd St., 32nd floor

New York, N.Y., 10036

E-mail: bmoprospectus@bmo.com

About Goldmining Inc.

Goldmining is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, Goldmining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, the United States, Brazil, Colombia and Peru. The company also owns more than 21 million shares of Gold Royalty Corp. (NYSE American: GROY), 9.8 million shares of U.S. Goldmining Inc. (Nasdaq: USGO) and 16.6 million shares of Nevgold Corp. (TSX Venture Exchange: NAU).

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