Mr. Alastair Still reports

GOLDMINING OPTIONS THE ALMADEN PROPERTY TO NEVGOLD FOR TOTAL CONSIDERATION OF $16.5 MILLION AND MAKES STRATEGIC INVESTMENT IN NEVGOLD

Goldmining Inc. has entered into an option agreement with Nevgold Corp. and its subsidiary, whereby Nevgold's subsidiary may acquire a 100-per-cent interest in the company's Almaden project, located in Idaho, United States. The agreement provides for total cash and/or share consideration to the company from Nevgold of up to $16.5-million, which comprises initial consideration of $3-million, additional payments of $6-million to exercise the option and further contingent payments of up to $7.5-million tied to success-based project milestones.

Key option agreement highlights:

• On closing, Nevgold will issue 4,444,444 common shares of Nevgold to Goldmining, representing $3-million of value at a price equal to 67.5 cents per share, representing approximately 10.6 per cent of the outstanding Nevgold shares as of the date hereof.
• Goldmining will subscribe for an additional $1-million of Nevgold shares at 67.5 cents per share for 1,481,481 common shares on closing of the option agreement and commits to a further lead order in a future financing by Nevgold completed by Nov. 30, 2022, in an amount to the lesser of $1.25-million and 40 per cent of the total gross proceeds raised by Nevgold in the financing.
• In order to exercise the option, Nevgold must make the following additional payments to Goldmining's subsidiary in cash and/or Nevgold shares (based on a 30-day VWAP (volume-weighted average price)):
  • Jan. 1, 2023: $1.5-million;
  • July 1, 2023: $1.5-million;
  • Jan. 1, 2024: $3-million.
• To exercise the option, Nevgold must also make qualifying expenditures on the project totalling $2.25-million:
  • $1.5-million on or before June 1, 2023;
  • $750,000 on or before Dec. 31, 2023.
• Upon satisfying the total $9-million in cash and/or share payments and completing $2.25-million in qualifying expenditures by Jan. 1, 2024, Nevgold would own 100 per cent of the project.
• Additionally, Nevgold is required to make success-based contingent payments totalling up to $7.5-million to Goldmining, payable in cash or shares at the election of Nevgold:
  • $500,000 on completion of a positive preliminary economic assessment;
  • $2.5-million on completion of a positive preliminary feasibility study;
  • $4.5-million on completion of a positive feasibility study.

Alastair Still, chief executive officer of Goldmining, commented: "In March, 2020, with gold near $1,620 per ounce, we acquired the Almaden project for $1.15-million and, currently, Almaden represents only 3 per cent of our current overall resource base. Today's transaction with Nevgold for total consideration of $16.5-million represents a significant return for our shareholders and demonstrates the substantial value embedded in our large resource portfolio which was acquired for the most part when gold was less than $1,350 per ounce and copper near $2 per pound. The structure of this deal with Nevgold presents a win-win, providing us with exposure to the future success and upside potential of the Almaden project and providing Nevgold with a new strategic investment. Furthermore, through our strategic investment and Nevgold share consideration, we have additional exposure to work conducted by Nevgold to advance its portfolio of assets in the region, including its active exploration drilling at Limousine Butte in Nevada."

The option agreement

Pursuant to the option agreement, on closing of the transaction, Goldmining will grant a subsidiary of Nevgold an option to acquire a 100-per-cent interest in the project for initial consideration for such grant of $3-million, which will be satisfied through the issuance of 4,444,444 Nevgold shares. Pursuant to the option, in order to acquire the project, Nevgold must (i) make additional payments of $6-million to the company, payable in cash and/or Nevgold shares, at the election of Nevgold; and (ii) complete qualifying expenditures of $2.25-million at the project during an exercise period ending Jan. 1, 2024. The option agreement provides for additional contingent payments of up to $7.5-million by Nevgold, payable in cash and/or Nevgold shares, at the election of Nevgold. In the event that any of the foregoing payments are satisfied through the issuance of additional Nevgold shares, the number of such shares will be based upon the volume weighted average price of the Nevgold shares for the applicable 30-trading day period.

Strategic investment

In addition, concurrently with the closing of the option grant, Goldmining will make a strategic investment in Nevgold by subscribing for 1,481,481 Nevgold shares at a price of 67.5 cents per Nevgold share for total subscription proceeds of $1-million. Under the option agreement, Goldmining has agreed to purchase additional Nevgold equity in an amount to the lesser of $1.25-million and 40 per cent of the total gross proceeds raised by Nevgold in the event Nevgold completes a qualifying financing prior to Nov. 30, 2022. In connection with the transaction, on closing, the parties will enter into an investor rights agreement on customary terms, which provides for, among other things, the grant of certain anti-dilution rights by Nevgold to Goldmining and the right to nominate one board member of Nevgold, provided the company maintains an equity interest in Nevgold above 4.9 per cent.

Closing of the option agreement is expected to occur in June, 2022, and is subject to customary regulatory approvals. Upon closing, Goldmining is expected to own approximately 10.6 per cent of the outstanding Nevgold shares based on the number of Nevgold shares issued and outstanding as of the date hereof.

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 20 million shares of Gold Royalty Corp.

We seek Safe Harbor.