VANCOUVER, BC, July 1, 2025 /PRNewswire/ – GoldMining Inc. (the “Company” or “GoldMining“) (TSX: GOLD) (NYSE American: GLDG) is happy to announce that its wholly-owned subsidiary has entered right into a binding time period sheet for an earn-in promise (the “Earn-In Agreement“), pursuant to which, amongst alternative issues, Australian Mines Restricted (ASX:AUZ) (“AUZ“) would possibly gain as much as an 80% passion within the Corporate’s Boa Vista Undertaking (“Boa Vista” or the “Project“), situated within the Tapajós Gold Province, Pará Atmosphere, Brazil in attention for combination money and fairness bills of as much as $7 million¹, as described underneath. The Corporate at this time owns an oblique 84.05% passion within the Undertaking and, if the choice is exercised in complete, will keep a 20% passion at such presen.

Alastair Nonetheless, CEO of GoldMining, commented: “We are pleased to announce this option agreement which positions GoldMining to unlock value from its Boa Vista Project. At the same time, the transaction will allow management to further focus its attention on advancing its key assets, such as the São Jorge Project, where the Company recently announced its largest drilling program to date. Boa Vista is not included within our disclosed global resource estimate, but it does contain numerous exploration targets and, following the full exercise of the proposed options, GoldMining will retain upside to Boa Vista through a retained interest, future staged earn-in and milestone payments and equity in AUZ as they advance the Project. We wish AUZ success with exploration and look forward to potential future benefits for both companies.”

Key Earn-In Oath Highlights:

Preliminary Attention: 

• $55,000 money fee (non-refundable); and
• Issuance of common stocks of AUZ (“AUZ Shares“) valued at AUD$1 million ($884,000), calculated according to a deemed factor value consistent with AUZ Percentage equivalent to the twenty-day volume-weighted reasonable value (“VWAP“) for AUZ Stocks straight away previous to the day of execution of the Earn-In Oath, to be disbursed on a professional rata foundation to the Corporate and the minority holder.

First Choice: AUZ has 3 years from the day all statuses precedent to the Earn-In Oath are glad to earn the appropriate to a 51% passion within the Undertaking by means of:

• Incurring minimal exploration expenditures of $3,978,000 (AUD$4.5 million), inclusive of:
  • Finishing a minimal 6,000 metres of diamond core drilling; and
  • Making 3 annual money bills to the Corporate of $250,000.  
• Pronouncing a JORC-compliant mineral useful resource estimate of a minimum of 500,000 gold oz., together with a minimum of 250,000 oz. within the deliberate and indicated divisions; and
• Issuance of AUZ Stocks valued at AUD$1 million ($884,000), calculated according to a deemed factor value consistent with AUZ Percentage equivalent to the twenty-day VWAP for AUZ Stocks straight away previous to the day of realize of workout of the First Choice, to be disbursed on a professional rata foundation to the Corporate and the minority holder.
• Upon enjoyable the First Choice Situations AUZ and GoldMining will mode a three way partnership (51/49 respectively) on business usual phrases with AUZ because the preliminary operator.

2d Choice: AUZ would possibly earn an additional 19% passion within the Undertaking (to 70%) inside of 3 years from the day crowning glory of the primary possibility by means of:

• Expending a minimal annual quantity of AUD$1 million ($884,000) on exploration and feasibility learn about actions at the Undertaking, together with no less than AUD$1 million ($884,000) on environmental baseline research; and
• Finishing a Feasibility Find out about containing a JORC and NI 43-101 Mineral Accumulation of greater than 250,000 oz. of gold.

3rd Choice: AUZ has an additional possibility, exercisable inside of 90 days from the day crowning glory of the second one possibility, to earn an additional 10% passion within the Undertaking (to 80%) by means of:

• On the Corporate’s possibility, both by means of granting the Corporate a safeguard to dilution out of the three way partnership or by means of paying the Corporate the 3rd possibility workout value (that may be a mixture of money and fairness, with a minimal 50% in money) in an quantity equivalent to the higher of both (i) or (ii):

1. 1. $4,420,000 (AUD$5 million); and
   2. the worth of the next Mineral Useful resource on the Undertaking on the presen of workout, calculated because the sum of gold ounces contained throughout the Mineral Useful resource by means of multiplying deliberate assets by means of AUD$20/ounces, indicated assets by means of AUD$10/ounces, and inferred assets (much less 300,000 ounces) by means of AUD$2.50/ounces

The Earn-In Oath is matter to commonplace statuses acceptable to the transactions pondered therein, together with receipt of needful shareholder approvals of AUZ and secure trade approvals of the ASX. AUZ intends to name a gathering of shareholders to hunt shareholder goodwill for the Earn-In Oath.

Boa Vista Undertaking

The Boa Vista Gold Undertaking is situated within the Tapajós Gold District, 350km south of the primary regional town Itaituba, southwest Pará Atmosphere, Brazil (see Determine 1). Get right of entry to to the Boa Vista Gold Undertaking from the towns of Itaituba or Novo Progresso is by way of freeway BR-163 and artisanal mining roads, or by way of a 1.5-hour gliding in a shiny airplane from Itaituba. The Undertaking incorporates 3 exploration allows overlaying an department of roughly 9,201 ha (92 km²). GoldMining owns 84.05% of the Undertaking with High D&M Holdings, LLC proudly owning the extra 15.95%.

The Boa Vista constituent is underlain by means of granites, granodiorites and mafic volcanics. Footing floor exposures determine east-west, northwest and northeast placing shear buildings containing quartz sulphide veinlets, silica breccia and secure works hosted in sericite and pyrite altered and foliated granite and mafic volcanic rocks. Mineralization at maximum potentialities is thought of as to be mesothermal in nature, then again at one of the potentialities, vein textures counsel it can be epithermal taste mineralization.

Coarse ocular gold hosted in silica veined and brecciated rock used to be first found out in floor outcrops on the VG1 anticipation in 2010. Next ground geochemical surveying has defined a gold-in-soil anomaly trending to the west-northwest over 2 kilometres in space and as much as 350 metres in width. Gold mineralization is related to sericite, carbonate, silica and pyrite alteration related to quartz secure paintings and brecciated granitic and mafic volcanic rocks.

Certified Particular person

Tim Smith, P. Geo., Vice President Exploration of GoldMining, has supervised the preparation of, and verified and authorized, all alternative medical and technical data herein this information let fall. Mr. Smith may be a certified individual as outlined in Nationwide Tool 43-101 – Requirements of Disclosure for Mineral Initiatives (“NI 43-101“).

About GoldMining Inc.

GoldMining Inc. is a community mineral exploration corporate excited about obtaining and growing gold belongings within the Americas. Thru its disciplined acquisition technique, GoldMining now controls a diverse portfolio of resource-stage gold and gold-copper initiatives in Canada, the U.S.A., Brazil, Colombia, and Peru. The Corporate additionally owns roughly 21.5 million stocks of Gold Royalty Corp. (NYSE American: GROY), 9.9 million stocks of U.S. GoldMining Inc. (Nasdaq: USGO) and 25.1 million stocks of NevGold Corp. (TSXV: NAU). See www.goldmining.com for spare data.

Understand to Readers

Technical disclosure referring to the Undertaking has been ready by means of the Corporate in response to NI 43-101. NI 43-101 is a rule of the Canadian Securities Directors which establishes requirements for all community disclosure an issuer makes of medical and technical data relating to mineral initiatives.  Those requirements vary from the necessities of the U.S. Securities and Alternate Fee (“SEC”) and the medical and technical data contained on this information let fall will not be similar to alike data disclosed by means of home United States corporations matter to the SEC’s reporting and disclosure necessities.

Cautionary Commentary on Ahead-looking Statements

Positive of the tips contained on this information let fall constitutes “forward-looking information” and “forward-looking statements” throughout the that means of acceptable Canadian and U.S. securities rules (“forward-looking statements”), which contain identified and unknown dangers, uncertainties and alternative components that can purpose the Corporate’s unedited effects, efficiency and achievements to be materially other from the effects, efficiency or achievements expressed or implied therein. Ahead-looking statements, which might be all statements alternative than statements of ancient truth, come with, however aren’t restricted to, delight of the statuses to the Earn-In Oath, timing and receipt of fee of the Choice, the workout of the Choice, statements respecting the Corporate’s expectancies in regards to the Undertaking, and anticipated paintings methods and steadily include phrases corresponding to “anticipate”, “intend”, “plan”, “will”, “would”, estimate”, “be expecting”, “consider”, “possible” and variations of such terms. Such forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which GoldMining operates, which may prove to be incorrect. Investors are cautioned that forward-looking statements involve risks and uncertainties, including, without limitation: the risk that AUZ may not be able to secure the requisite approvals for the Earn-In Agreement, the inherent risks involved in the exploration and development of mineral properties, fluctuating metal prices, unanticipated costs and expenses, risks related to government and environmental regulation, social, permitting and licensing matters, any inability to complete work programs as expected, the Company’s plans with respect to the Project may change as a result of further planning or otherwise,  and uncertainties relating to the availability and costs of financing needed in the future. These risks, as well as others, including those set forth in GoldMiningꞌs most recent Annual Information Form and other filings with Canadian securities regulators and the SEC, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that forward-looking statements, or the material factors or assumptions used to develop such forward-looking statements, will prove to be accurate. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities law.

SOURCE GoldMining Inc.