GoldMining, Inc. (GOLD-CN) - Stockhouse

Company Update Metals and Mining November 22, 2017

GoldMining, Inc. (GOLD-CN) Rating: Buy

Heiko F. Ihle, CFA 212-356-0510 [email protected] Matthew Barry 212-356-0520 [email protected]

Solidifies Exposure to Peru Through the Closing of the Crucero Acquisition; Reiterate Buy Stock Data Price Exchange Price Target 52-Week High 52-Week Low Enterprise Value (M) Market Cap (M) Shares Outstanding (M) 3 Month Avg Volume Short Interest (M) Balance Sheet Metrics Cash (M) Total Debt (M) Total Cash/Share

11/21/2017 C$1.41 TSXV C$4.50 C$2.40 C$1.30 C$169.0 C$184 130.7 160,189 0.12 C$15.00 C$0.00 C$0.11

General: all figures in C$ unless otherwise noted.

EPS Diluted Full Year - Nov 2016A FY C$(0.08) Revenue (C$M) Full Year - Nov 2016A FY 0.0 1

2017E C$(0.07)

2018E C$(0.07)

2017E 0.0

2018E 0.0

Vol. (m il)

Price

2.5

0.8 2

0.6 0.4

1.5

0.2 0

1 NOV- 16

MAR- 17

JUL- 17

NOV- 17

Continuing coverage under H.C. Wainwright & Co. with a Buy rating. Effective September 20, 2017, research in the above titled name will now be published under H.C. Wainwright & Co. and no longer distributed in conjunction with 'Rodman & Renshaw, a unit of H.C. Wainwright'. On November 21, 2017, GoldMining announced the closing of its acquisition of the Crucero Gold Project. Pursuant to the transaction, GoldMining has acquired all of the shares of a wholly owned subsidiary of Lupaka Gold Corp. (TSE: LPK; not rated) that holds a 100% interest in the Crucero Project. We reiterate that total consideration payable by GoldMining at closing is 3,500,000 common shares in addition to $750,000 in cash. We believe that the property may offer a great deal of exploration potential that should outweigh the minimal shareholder dilution (less than 3%) following the transaction. We further note that the acquisition should provide the company with valuable exposure to Peru, a top mining jurisdiction that is one of the world's largest producers of natural resources and a country we have visited a number of times. We believe numerous opportunities exist to grow resources at Crucero. A resource estimate for the A1 deposit reported 1.0 million and 1.03 million ounces of gold within the Indicated and Inferred resource categories, respectively. This study was completed in 2013. Although GoldMining is not treating this as a current estimate, we believe that the site offers the potential for resource growth at the A1 deposit following additional exploration. We highlight that the deposit is about 750 meters in length, 100 meters in width, and is believed to extend to a vertical depth of about 400 meters based on current drilling. That said, a large portion of historical drilling at the deposit only extended to a depth of 250 meters below surface, leaving an opportunity to further explore some of the deeper targets. Moreover, geophysical and geochemical surveys conducted at the project have identified an additional 10 target areas for follow up drilling outside of the A1 deposit (A2 through A11). In our view, historical drilling and surveys at the property should allow GoldMining to focus its follow-up drilling on the areas that offer the greatest potential for resource growth. The project has access to nearby infrastructure. The project is road accessible by paved road to the town of Crucero from Juliaca. This is followed by an additional 50 kilometers to site by gravel road. We also highlight that the project has access to nearby high-power electrical lines and available personnel and infrastructure from the city of Juliaca. In our opinion, the project should ultimately benefit from key infrastructure that is already in place. We are reiterating our Buy rating and C$4.50 per share PT. Our valuation remains based on a DCF of operations at São Jorge utilizing a 10% discount rate. We add in-situ value for the firm’s other advanced assets, including Whistler, Titiribi, and La Mina at $20/oz for Indicated resources and $8/oz for Inferred resources. We also add value for Yellowknife and Big Sky, in addition to the Crucero acquisition, which have thus far been valued at cost. Risks. 1) Gold price risk; 2) operating and technical risk; 3) financing risk; and 4) political risk.

For definitions and the distribution of analyst ratings, analyst certifications, and other disclosures, please refer to pages 3 - 4 of this report.

GoldMining, Inc.

November 22, 2017

GoldMining Inc. 2017 São Jorge Tonnes Processed (000's) Gold grade (g/t) Gold Recovery Annual gold production (000's oz) Gold sales price

$

1,300

2018

$

1,300 $

2019

1,300

2020

$

Total gold equivalent produced (000's oz) Total revenue Cost per tonne milled Total operating costs Gross profit (in 000's) CapEx (in 000's) (Tax) / Tax Benefit (in 000's)

Cash flow discount rate

Current value of cash flow Plus cash & equivalents Plus Whistler Plus Titiribi & La Mina Plus Yellowknife and Big Sky Plus Crucero Plus other assets Less debt Total current value

H.C. WAINWRIGHT & CO. EQUITY RESEARCH

2023

2024

2025

2026

2027

2028

2029

2030

1,250 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 85.0% 90.0% 90.0% 90.0% 90.0% 90.0% 90.0% 90.0% 90.0% 90.0% 90.0% 49,572 104,977 104,977 104,977 104,977 104,977 104,977 104,977 104,977 104,977 104,977 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 $ 1,300 49,572

104,977

104,977

104,977

104,977

104,977

104,977

$64,444

$136,470

$136,470

$136,470

$136,470

$136,470

$136,470

104,977

104,977

$136,470

104,977

$136,470

$136,470

$ $ $ $ $

30.00 (75,000) 61,470 (2,000) (17,841)

$ 30.00 $ 30.00 $ (75,000) $ (75,000) $ 61,470 $ 61,470 $ (2,000) $ (2,000) $ (17,841) $ (17,841)

$ 30.00 $ (75,000) $ 61,470 $ (2,000) $ (17,841)

$

(1,000) $ (1,000) $ (75,000) $

1,944

$

59,470

$

59,470

$

41,629

$

41,629

$

41,629

41,629

$

41,629

$ 41,629

$ 41,629

$

41,629

$

(1,000) $

1,461

$

40,619

$

36,926

$

23,498

$

21,362

$

19,420 $

17,655 $

16,050

$ 14,591

$ 13,264

$

12,058

$

$136,470

104,977

30.00 (75,000) 61,470 (2,000) (17,841)

$

10.0%

$ $ $ $ $ $ $ $ $

Fully diluted shares GOLD share price GOLD NAV in US$ GOLD NAV in C$ Rounded ($0.25) price target Source: H.C. Wainwright & Co. estimates.

2022

$ 30.00 $ 30.00 $ 30.00 $ 30.00 $ 30.00 $ 30.00 $ $ (37,500) $ (75,000) $ (75,000) $ (75,000) $ (75,000) $ (75,000) $ $ 26,944 $ 61,470 $ 61,470 $ 61,470 $ 61,470 $ 61,470 $ (1,000) $ (1,000) $ (75,000) $ (25,000) $ (2,000) $ (2,000) $ (2,000) $ (2,000) $ (2,000) $ $ (17,841) $ (17,841) $ (17,841) $

30.0%

Operating cash flow

2021

153,011 35,985 109,840 175,280 5,400 4,700 67,500 551,716

(909) $ (61,983) $

in US$ adjusted for C$30.8M in potential cash received from excercising of options/warrants and 750K cash payment for Crucero acquisition $20 per oz Au/eq M&I; $8 per oz Au/eq Inferred $20 per oz Au/eq M&I; $8 per oz Au/eq Inferred at cost at cost primarily for the Rea Uranium asset and Cachoeira

155,800 Pro Forma for Crucero acquisition $ $ 0.79 $ $

1.41 3.54 4.48 4.50

68.5% discount to NAV

2

GoldMining, Inc.

November 22, 2017

Important Disclaimers This material is confidential and intended for use by Institutional Accounts as defined in FINRA Rule 4512(c). It may also be privileged or otherwise protected by work product immunity or other legal rules. If you have received it by mistake, please let us know by e-mail reply to [email protected] and delete it from your system; you may not copy this message or disclose its contents to anyone. The integrity and security of this message cannot be guaranteed on the Internet. H.C. WAINWRIGHT & CO, LLC RATING SYSTEM: H.C. Wainwright employs a three tier rating system for evaluating both the potential return and risk associated with owning common equity shares of rated firms. The expected return of any given equity is measured on a RELATIVE basis of other companies in the same sector. The price objective is calculated to estimate the potential movements in price that a given equity could reach provided certain targets are met over a defined time horizon. Price objectives are subject to external factors including industry events and market volatility. RETURN ASSESSMENT Market Outperform (Buy): The common stock of the company is expected to outperform a passive index comprised of all the common stock of companies within the same sector. Market Perform (Neutral): The common stock of the company is expected to mimic the performance of a passive index comprised of all the common stock of companies within the same sector. Market Underperform (Sell): The common stock of the company is expected to underperform a passive index comprised of all the common stock of companies within the same sector. Rating and Price Target History for: GoldMining, Inc. (GOLD- CN) as of 1 1 - 2 1 - 2 0 1 7 BUY:C$2.25 11/ 20/ 14

BUY:C$2.20 06/ 16/ 15

BUY:C$3.50 05/ 26/ 16

BUY:C$4.00 07/ 08/ 16

BUY:C$4.25 11/ 28/ 16

BUY:C$4.50 04/ 24/ 17

3.50 3.00 2.50 2.00 1.50 1.00 0.50 Q3

2015

Q1

Q2

Q3

2016

Q1

Q2

Q3

2017

Q1

Q2

Q3

0.00 2018

Investment Banking Services include, but are not limited to, acting as a manager/co-manager in the underwriting or placement of securities, acting as financial advisor, and/or providing corporate finance or capital markets-related services to a company or one of its affiliates or subsidiaries within the past 12 months.

Ratings Buy Neutral Sell Under Review Total

Distribution of Ratings Table as of November 21, 2017 IB Service/Past 12 Months Count Percent Count Percent 238 92.25% 86 36.13% 11 4.26% 0 0.00% 0 0.00% 0 0.00% 9 3.49% 0 0.00% 258 100% 86 33.33%

H.C. Wainwright & Co, LLC (the “Firm”) is a member of FINRA and SIPC and a registered U.S. Broker-Dealer. I, Heiko F. Ihle, CFA and Matthew Barry , certify that 1) all of the views expressed in this report accurately reflect my personal views about any and all subject securities or issuers discussed; and 2) no part of my compensation was, is, or will be directly or indirectly related to the specific recommendation or views expressed in this research report; and 3) neither myself nor any members of my household is an officer, director or advisory board member of these companies. None of the research analysts or the research analyst’s household has a financial interest in the securities of GoldMining, Inc. (including, without limitation, any option, right, warrant, future, long or short position). As of October 31, 2017 neither the Firm nor its affiliates beneficially own 1% or more of any class of common equity securities of GoldMining, Inc..

H.C. WAINWRIGHT & CO. EQUITY RESEARCH

3

GoldMining, Inc.

November 22, 2017

Neither the research analyst nor the Firm has any material conflict of interest in of which the research analyst knows or has reason to know at the time of publication of this research report. The research analyst principally responsible for preparation of the report does not receive compensation that is based upon any specific investment banking services or transaction but is compensated based on factors including total revenue and profitability of the Firm, a substantial portion of which is derived from investment banking services. The Firm or its affiliates did receive compensation from GoldMining, Inc. for investment banking services within twelve months before, and will seek compensation from the companies mentioned in this report for investment banking services within three months following publication of the research report. H.C. Wainwright & Co., LLC managed or co-managed a public offering of securities for GoldMining, Inc. during the past 12 months. The Firm does not make a market in GoldMining, Inc. as of the date of this research report. The information contained herein is based on sources which we believe to be reliable but is not guaranteed by us as being accurate and does not purport to be a complete statement or summary of the available data on the company, industry or security discussed in the report. All opinions and estimates included in this report constitute the analyst’s judgment as of the date of this report and are subject to change without notice. The securities of the company discussed in this report may be unsuitable for investors depending on their specific investment objectives and financial position. Past performance is no guarantee of future results. This report is offered for informational purposes only, and does not constitute an offer or solicitation to buy or sell any securities discussed herein in any jurisdiction where such would be prohibited. No part of this report may be reproduced in any form without the expressed permission of H.C. Wainwright & Co, LLC. Additional information available upon request.

H.C. WAINWRIGHT & CO. EQUITY RESEARCH

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