GoldMining, Inc. (GOLD-CN)

GoldMining, Inc. (GOLD-CN) Company Update Metals and Mining

May 11, 2017

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

Acquisition in the Northwest Territories Adds Ounces for Cheap; Maintaining Buy Stock Data Rating 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

05/10/2017 Buy C$1.68 TSXV C$4.50 C$2.40 C$1.47 C$177.5 C$199 118.6 248,465 0.89 C$21.50 C$0.00 C$0.18

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 2

2017E C$(0.07)

2018E C$(0.07)

2017E 0.0

2018E 0.0

Vol. (mil)

Price

3.5 3

1.5

2.5 1 2 0.5 0

1.5

MAY-16

SEP-16

JAN-17

MAY-17

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On May 10, 2017, GoldMining announced the acquisition of the Yellowknife Gold Project (YGP) and the Big Sky Property. Both projects are located close to the city of Yellowknife, the capital of the Northwest Territories of Canada. Future exploration at the large-scale property may yield positive results. Given the proximity (only 50-90km) to town and the large size of 8,935 ha across 17 mining leases and 8 mineral claims, we note that extensive drilling at the property can still be consummated. That said, with many years of drilling experience, we believe the orebody is defined enough to allow management to successfully direct exploration expenditures. The YGP property consists of five deposits: Nicholas, Ormsby, Bruce, Goodwin and Clan Lake. We highlight that total drilling across the deposits currently totals 1,061 holes of diamond drilling with a total of 231,609 meters. In the past, drilling has focused on Ormsby and Bruce, with a total of 707 holes and 157,570 meters. The current plan is for GoldMining to commission an independent resource estimate and a technical report with its results. The firm is acquiring the assets out of bankruptcy for 4.0 million shares or about C$6.7 million. The firm is paying a total of 4.0 million shares for the assets to RMB Australia, the largest secured creditor of the prior firm. All shares are to be entered into escrow, while 1.57 million shares are to be released at the four-month anniversary of the closing of the transaction, 1.18 million shares at six months and the remainder at eight months. The YGP has a 2012 Feasibility Study prepared by SRK Consulting and Lyntek Inc. In the study, it is mentioned that a discovery mine operated in the area from 1950-1969 and produced about 1.024 million ounces of gold from 1.019 million ounces of ore—or more than 1oz/ t. As per the study, this is “generally considered the highest average grade of gold produced in the Yellowknife gold district.” The study further estimated measured and indicated resources of 27.1 million tonnes of ore at an average grade of 1.97g/t for a total of 1.72 million ounces of gold. This equates to C$3.91 per ounce paid by GoldMining. Including the additional 5.8 million tonnes of inferred resources at an average grade of 2.62g/t for a total of 487,000 ounces of gold, the acquisition price results in C$3.04 per ounce of gold in the ground. Overall, we believe this is a terrific way to enhance ounces in the ground with limited dilution. We are reiterating our Buy rating while maintaining our PT of C $4.50 per share. While we currently do not model any impact from this acquisition into our model, we highlight that given the low price paid per ounce of gold in the ground this price target may prove to be conservative. For now, our valuation remains based on a DCF of operations at São Jorge utilizing a 10% discount rate. To this, we add in-situ value for the firm’s additional assets, particularly Whistler, Titiribi, and La Mina at $20/oz for Indicated resources and $8/oz for Inferred resources. 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.

May 11, 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 other assets Less debt Total current value

2023

2024

2025

2026

2027

2028

2029

2030

49,572

104,977

104,977

104,977

104,977

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

$136,470

$136,470

$136,470

$136,470

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

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

$

$

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

$ 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: Rodman & Renshaw estimates.

2022

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

30.0%

Operating cash flow

2021

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

153,011 15,975 109,840 175,280 25,000 479,106

(909) $ (61,983) $

12,058

pro forma in US$ $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 primarily for the Rea Uranium asset and Cachoeira

143,997 pro forma per company presentation $ $ 0.75 $ $

1.97 3.33 4.44 4.50

55.6% discount to NAV

Rodman & Renshaw Research is created and distributed by and securities are offered through H.C. Wainwright & Co. LLC, Member FINRA/SIPC, which conducts certain research activities under the name Rodman & Renshaw.

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GoldMining, Inc.

May 11, 2017

Important Disclaimers Rodman & Renshaw is a unit of H.C. Wainwright & Co., LLC. Research is created and distributed by and securities are offered through H.C. Wainwright & Co. LLC, (the "Firm") Member FINRA/SIPC, which conducts certain research activities under the name Rodman & Renshaw. 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.

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. Distribution of Ratings Table as of May 10, 2017 IB Service/Past 12 Months Ratings Count Percent Count Percent Buy 222 93.67% 77 34.68% Neutral 14 5.91% 1 7.14% Sell 0 0.00% 0 0.00% Under Review 1 0.42% 1 100.00% Total 237 100% 79 33.33% I, Heiko F. Ihle, CFA , 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 April 30, 2017 neither the Firm nor its affiliates beneficially own 1% or more of any class of common equity securities of GoldMining, Inc.. 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.

Rodman & Renshaw Research is created and distributed by and securities are offered through H.C. Wainwright & Co. LLC, Member FINRA/SIPC, which conducts certain research activities under the name Rodman & Renshaw.

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GoldMining, Inc.

May 11, 2017

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. 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.

Rodman & Renshaw Research is created and distributed by and securities are offered through H.C. Wainwright & Co. LLC, Member FINRA/SIPC, which conducts certain research activities under the name Rodman & Renshaw.

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