This news release constitutes a "designated news
release" for the purposes of the Company's prospectus supplement
dated December 10, 2021 to its short
form base shelf prospectus dated October 27,
2021.
VANCOUVER, BC, July 5, 2022
/PRNewswire/ - GoldMining Inc. (the "Company" or
"GoldMining") (TSX: GOLD) (NYSE-American: GLDG) is pleased
to announce the closing of the previously announced grant of an
option on the Company's Almaden Project (the "Project"),
located in Idaho, U.S.A. to a
subsidiary of NevGold Corp. ("NevGold") and the Company's
strategic investment in NevGold. As consideration for the option,
the Company received consideration of C$3.0
million, which was satisfied by NevGold by issuing 4,444,444
common shares of NevGold ("NevGold Shares").
The Option
Pursuant to the option agreement between the parties (the
"Option Agreement"), the Company's subsidiary has granted
NevGold's subsidiary an option to acquire a 100% interest in the
Project. To exercise the option, NevGold must, among other
things:
- make a total of C$6 million of
additional payments to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments may be satisfied
by NevGold in cash or through the issuance of NevGold Shares, on
the following schedule:
-
- January 1, 2023: C$1.5 million
- July 1, 2023: C$1.5 million
- January 1, 2024: C$3.0 million
In the event that NevGold elects to satisfy any
of the foregoing payments by issuing NevGold Shares, the number of
such shares will be based upon the volume weighted average price of
the NevGold Shares for the then-applicable 30-trading day
period.
- complete qualifying expenditures on the Project aggregating to
C$2.25 million, comprised of
C$1.5 million on or before
June 1, 2023 and a further
C$0.75 million on or before
December 31, 2023.
Strategic Investment
The Company has completed its initial strategic investment in
NevGold by subscribing for 1,481,481 NevGold Shares at a price of
C$0.675 per share for total
subscription proceeds of C$1.0
million.
In connection with the closing of the initial option grant and
the strategic investment, GoldMining and NevGold have entered 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 4.99%.
Pursuant to the Option Agreement, GoldMining has agreed to
purchase additional NevGold equity in an amount to the lesser of
C$1.25 million and 40% of the total
gross proceeds raised by NevGold in the event NevGold completes a
qualifying financing prior to November 30,
2022.
Early Warning Report
Prior to the acquisition of NevGold Shares disclosed herein, the
Company did not beneficially own or exercise control and direction
of any NevGold Shares. Immediately thereafter, the Company
beneficially owned and exercised control and direction of 5,925,925
NevGold Shares, representing approximately 10.53% of the
outstanding NevGold Shares, based upon 50,344,287 outstanding
NevGold Shares as of July 3, 2022
prior to the issuance of the NevGold Shares to the Company.
The NevGold Shares were acquired by the Company for investment
purposes, and in the future, the Company may acquire additional
securities of NevGold, dispose of some or all of the existing or
additional securities the Company holds or will hold, or may
continue to hold its current position, depending on market
conditions, reformulation of plans and/or other relevant
factors.
An early warning report (the "Report") will be filed by the
Company pursuant to NI 62-103 on SEDAR at www.sedar.com under the
profile of NevGold. The Company's head office is located at 1030
West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3. To
obtain a copy of the Report, please contact the Company as
follows:
GoldMining Inc.
Attn: Pat Obara, Chief Financial
Officer
1030 West Georgia Street, Suite 1830
Vancouver, BC V6E 2Y3
Tel: (855) 630-1001
About GoldMining Inc.
The Company is a public mineral exploration company focused on
the acquisition and development of gold assets in the Americas.
Through its disciplined acquisition strategy, the Company now
controls a diversified portfolio of resource-stage gold and
gold-copper projects in Canada,
U.S.A., Brazil, Colombia and Peru. The Company also owns more than 20
million shares of Gold Royalty Corp. (NYSE American: GROY).
Forward-looking Statements
This document contains certain forward-looking statements that
reflect the current views and/or expectations, including statements
regarding the exercise and any future payments or expenditures
under the Option Agreement and the expected benefits of the
transactions under the Option Agreement. 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. Investors are cautioned that all
forward-looking statements involve risks and uncertainties,
including: delays to plans caused by restrictions and other future
impacts of COVID-19 or any other inability of the Company or
NevGold to meet expected timelines for planned project activities;
the inherent risks involved in the exploration and development of
mineral properties, fluctuating metal prices, the ability of
NevGold to exercise the option under the Option Agreement, risks
related to government and environmental regulation, social,
permitting and licensing matters, 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
Annual Information Form for the year ended November 30, 2021, and other filings with
Canadian securities regulators and the U.S. Securities and Exchange
Commission, could cause actual results and events to vary
significantly. Accordingly, readers should not place undue reliance
on forward-looking statements and information. There can be no
assurance that forward-looking information, or the material factors
or assumptions used to develop such forward-looking information,
will prove to be accurate. The Company does not undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable securities law.
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SOURCE GoldMining Inc.