GoldMining Completes Sale of Nutmeg Mountain to NevGold and Receives $3 Million in NevGold Shares

VANCOUVER, BC, Jan. 19, 2024

The sale of the Project crystallizes immediate value for GoldMining, while allowing it to retain potential upside to the Project's future potential and remain focused on advancing and unlocking value from the other assets in the GoldMining portfolio. GoldMining now has $132 million of aggregate equity holdings in NevGold (TSX-V: NAU), U.S. GoldMining Inc. (NASDAQ: USGO) and Gold Royalty Corp. (NYSE American: GROY)¹.

All references herein to dollar amounts are in Canadian dollars unless otherwise indicated.

• The Company has received 10 million NevGold Shares in satisfaction of the final $3.0 million payment under the Option Agreement. The NevGold Shares were issued at a deemed price of $0.30 per share.
• The transaction realized an attractive rate of return for GoldMining, with total consideration received being $9.0 million for the Project, which was acquired in 2020 for consideration of $1.15 million.
• Following the transaction, GoldMining is the largest shareholder of NevGold, holding approximately 29.4% of the outstanding NevGold Shares. This provides the Company continued exposure to the potential upside of Nutmeg Mountain, as well as NevGold's other assets in Nevada and British Columbia.
• Going forward, NevGold is required to make additional contingent payments to the Company of up to $7.5 million pursuant to the Option Agreement, payable in cash or shares at NevGold's election as follows:
  • $0.5 million on announcement or filing of a Preliminary Economic Assessment in respect of the Project;
  • $2.5 million on announcement or filing of a Preliminary Feasibility Study in respect of the Project; and
  • $4.5 million on announcement or filing of a Feasibility Study in respect of the Project.
• The transaction allowed the GoldMining management team to crystallize value while remaining focused on unlocking value and advancing its other assets throughout North and South America.

Alastair Still, GoldMining's CEO, commented: "We are pleased to complete the sale of the Project to NevGold and to retain exposure to potential upside at the Project as the largest shareholder of NevGold. By completing this transaction, the NevGold team benefits from synergies with their projects in neighbouring Nevada and has completed the required expenditures and advanced the Project. Additionally, GoldMining retains future upside from the Project through the success-based contingent payments of up to $7.5 million on NevGold reaching certain milestones. With many high-priority untested drill targets, we are excited to see NevGold continue to advance Nutmeg Mountain, as well as their other projects in Nevada and British Columbia. For GoldMining, the transaction allows us to remain focused on our strategic initiatives, while bolstering our balance sheet through our strategic investment in NevGold."

Prior to completion of the payment, the Company beneficially owned and had control and direction over 16,670,250 NevGold Shares  and 1,488,100 share purchase warrants exercisable into 1,488,100 NevGold Shares at an exercise price of $0.60 per share until December 5, 2024 (the "NevGold Warrants"), representing approximately 20.6% of the outstanding NevGold Shares on an undiluted basis and approximately 22.1% on a partially-diluted basis assuming the exercise of the NevGold Warrants held by GoldMining. After completion of the payment, GoldMining beneficially owns and has control and direction over, 26,670,250 NevGold Shares and 1,488,100 NevGold Warrants, representing approximately 29.4% of the outstanding NevGold Shares on an undiluted basis and approximately 30.5% on a partially-diluted basis assuming the exercise of the NevGold Warrants held by GoldMining. The foregoing share ownership percentages were based upon 80,827,069 outstanding NevGold Shares as of January 18, 2024 immediately prior to the completion of the transaction described herein.