GoldMining Options Up to 80% of Boa Vista Project to Australian Mines Limited for Up to $7 Million

VANCOUVER, BC, July 1, 2025 /PRNewswire/ – GoldMining Inc. (the “Company” or “GoldMining”) is making moves to crystallize value from its Boa Vista Project, located in Brazil’s prolific Tapajós Gold Province. The company has inked a binding term sheet for an earn-in agreement with Australian Mines Limited (AUZ), allowing AUZ the potential to acquire up to an 80% interest in the project. This strategic move could see GoldMining rake in up to $7 million in cash and equity, presenting a win-win scenario as the Company sharpens its focus on its flagship assets, like the São Jorge Project, where a significant drilling program is already underway.

Alastair Still, CEO of GoldMining, highlighted the opportunistic nature of this deal. “This option agreement is a pivotal step in unlocking the inherent value within our Boa Vista Project,” he stated. “Crucially, it empowers our management team to concentrate our resources and expertise on advancing our core projects, such as São Jorge. While Boa Vista isn’t part of our current global resource estimate, it remains a promising exploration ground with substantial upside potential for GoldMining. We’ll retain a carried interest, benefit from future milestone payments, and hold equity in AUZ as they advance exploration, sharing in the project’s future success.”

Key Earn-In Agreement Highlights:

Initial Consideration:

A non-refundable cash payment of $55,000.
Issuance of AUZ ordinary shares valued at AUD $1 million (approximately $884,000), based on the 20-day volume-weighted average price (VWAP) preceding the agreement’s execution. This equity will be distributed proportionally between GoldMining and the minority stakeholder.

First Option: AUZ can earn a 51% interest in the Project within three years by meeting the following conditions:

Incurring minimum exploration expenditures of AUD $4.5 million (approximately $3,978,000), which includes at least 6,000 meters of diamond core drilling and three annual cash payments of $250,000 to GoldMining.
Announcing a JORC-compliant mineral resource estimate of at least 500,000 gold ounces, with a minimum of 250,000 ounces classified within the measured and indicated categories.
Issuing AUZ shares valued at AUD $1 million (approximately $884,000), pegged to the 20-day VWAP before the option exercise notice. This will also be distributed proportionally.
Upon fulfilling these conditions, AUZ and GoldMining will establish a joint venture with AUZ serving as the initial operator, holding a 51% stake to GoldMining’s 49%.

Second Option: AUZ can increase its interest to 70% within three years of the First Option’s completion by:

Committing a minimum annual expenditure of AUD $1 million (approximately $884,000) towards exploration, feasibility studies, and environmental baseline studies.
Completing a Feasibility Study that outlines a JORC and NI 43-101 Mineral Reserve exceeding 250,000 gold ounces.

Third Option: AUZ has a 90-day window post-Second Option completion to acquire an additional 10% interest, bringing its total to 80%, by either:

Granting GoldMining protection against dilution within the joint venture, or
Making a payment to GoldMining, which can be a mix of cash and equity (with cash constituting at least 50%), whichever is greater, calculated as either:

$4,420,000 (AUD $5 million), or
The then-current market value of the Project’s Mineral Resource, determined by multiplying measured resources by AUD $20/oz, indicated resources by AUD $10/oz, and inferred resources (less 300,000 oz) by AUD $2.50/oz.

¹All dollar amounts are in Canadian dollars unless otherwise specified. AUD figures have been converted to CAD at a rate of 1 AUD = 0.884 CAD.

The Earn-In Agreement is contingent upon customary closing conditions, including AUZ securing necessary shareholder and stock exchange approvals from the ASX. AUZ plans to convene a shareholder meeting to seek approval for the transaction.

Boa Vista Project Snapshot

The Boa Vista Gold Project is strategically situated in the Tapajós Gold District, approximately 350 kilometers south of Itaituba in Pará State, Brazil. Accessible via BR-163 highway and local roads, or by a short light aircraft flight from Itaituba, the project encompasses three exploration permits covering 9,201 hectares. Currently, GoldMining holds an 84.05% stake, with Majestic D&M Holdings, LLC holding the remaining 15.95%.

Geologically, Boa Vista is characterized by granites, granodiorites, and mafic volcanics. Surface exposures reveal shear structures with quartz-sulphide veinlets and silica breccias, indicative of mineralization within altered granite and volcanic rocks. While much of the mineralization appears mesothermal, some prospects exhibit textures suggestive of epithermal processes.

First discovered in 2010 at the VG1 prospect, coarse visible gold has been identified in quartz-veined and brecciated rock. Subsequent soil geochemistry has outlined a gold anomaly stretching over two kilometers westward, associated with sericite, carbonate, silica, and pyrite alteration.

Qualified Person

Tim Smith, P. Geo., Vice President Exploration at GoldMining, has overseen the preparation of the technical information contained in this release and confirmed its accuracy and compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

About GoldMining Inc.

GoldMining Inc. is a mineral exploration company dedicated to acquiring and advancing gold assets across the Americas. Through a strategic acquisition approach, the company has built a diverse portfolio of resource-stage gold and gold-copper projects spanning Canada, the U.S.A., Brazil, Colombia, and Peru. GoldMining also holds significant stakes in Gold Royalty Corp., U.S. GoldMining Inc., and NevGold Corp.

Notice to Readers

The technical disclosures within this release have been prepared in accordance with NI 43-101, a Canadian standard for public disclosure of scientific and technical information concerning mineral projects. These standards may differ from those required by the U.S. Securities and Exchange Commission (“SEC”), and the information presented herein may not be directly comparable to disclosures made by U.S. companies subject to SEC regulations.

Cautionary Statement on Forward-looking Statements

This news release contains certain “forward-looking statements” as defined under applicable Canadian and U.S. securities laws. These statements involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Forward-looking statements, which are distinct from historical facts, include expectations regarding the satisfaction of conditions to the Earn-In Agreement, timing and receipt of option payments, the exercise of options, and anticipated work programs. Words like “anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,” “believe,” and “potential” are indicators of such statements. These statements are based on current expectations and assumptions that may prove to be inaccurate. Investors are cautioned that forward-looking statements carry inherent risks, including but not limited to, the potential for AUZ to not obtain necessary approvals, the inherent challenges in mineral exploration and development, fluctuating commodity prices, unexpected costs, regulatory hurdles, permitting issues, and financing uncertainties. For a comprehensive understanding of these risks, readers are advised to consult GoldMining’s most recent Annual Information Form and other filings with Canadian securities regulators and the SEC. The Company does not undertake to update any forward-looking statements unless required by law.