30 December 2022
Vancouver, British Columbia, Canada, December 30, 2022 – GoldMining Inc. (TSX: GOLD, NYSE American: GLDG) ("GoldMining" or the "Company") announces it has entered into an equity distribution agreement dated December 30, 2022 (the "Distribution Agreement") with a syndicate of agents, including BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. (the “Lead Agents”) andH.C. Wainwright & Co., LLC, Haywood Securities Inc., Laurentian Bank Securities Inc. and Roth Capital Partners, LLC (together with the Lead Agents, the "Agents"), for a new at-the-market equity program (the "ATM Program"), which replaces the Company’s previous at-the-market equity program which is set to expire on January 1, 2023 in accordance with its terms.
The ATM Program allows the Company to distribute up to US$50 million (or the equivalent in Canadian dollars) of common shares of the Company (the "Offered Shares") to the public from time to time, through the Agents, at the Company's discretion. 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 fund the exploration and development of its mineral properties, to fund future acquisitions as may be determined by the Company, and for working capital.
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. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. Unless earlier 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 reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) November 27, 2023.
The ATM Program will become effective upon the filing of a prospectus supplement to the Company's short form base shelf prospectus dated October 27, 2021 and U.S. registration statement on Form F-10 filed May 3, 2021, as amended on October 27, 2021. Copies of the prospectus supplement, the Distribution Agreement and other relevant documents will be available under the Company’s profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Alternatively, the Lead Agents will send copies of such documents to investors upon request.