GoldMining Inc. Notice of Annual General Meeting of Shareholders and Management Information Circular

GOLDMINING INC. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

March 25, 2024

TO: The Shareholders of GoldMining Inc. (the “Corporation”)

Notice is hereby given that the annual general meeting of Shareholders of the Corporation (the “Meeting”) will be held at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2, on Thursday, May 16, 2024, at 12:00 p.m. (Vancouver time) (the “Time”), for the following purposes:

  1. Financial Statements: to receive the financial statements of the Corporation for its last financial year, together with the report of the auditors thereon;
  2. Election of Directors: to elect directors of the Corporation for the ensuing year as set forth in the Corporation’s Management Information Circular relating to the Meeting (the “Circular”);
  3. Appointment of Auditors: to appoint PricewaterhouseCoopers LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration; and
  4. Other Business: to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Directors of the Corporation (the “Board”) has fixed March 22, 2024, as the record date (the “Record Date”) for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment(s) or postponement(s) thereof.

Registered Shareholders at the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting in the circumstances set out in the Circular.

VOTING INFORMATION

Solicitation of Proxies

The solicitation of proxies by management of the Corporation will be conducted by mail, using notice-and-access provisions, and may be supplemented by telephone or other personal contact, and such solicitation will be made without special compensation granted to the directors, officers and employees of the Corporation. The Corporation does not reimburse Shareholders, nominees or agents for costs incurred in obtaining, from the principals of such persons, authorization to execute forms of proxy, except that the Corporation has requested brokers and nominees who hold stock in their respective names to furnish this Circular and related proxy materials to their customers, and the Corporation will reimburse such brokers and nominees for their related out-of-pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation.

4 No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Corporation. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Record Date

The Board has set the close of business on March 22, 2024, as the Record Date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting.

Quorum and Approval

A quorum of Shareholders is required to transact business at the Meeting. Under the Corporation’s By-Laws, a quorum is two or more persons present and holding or representing by proxy not less than five percent (5%) of the total number of issued common shares of the Corporation having voting rights at the meeting. We require a simple majority (50% plus 1) of the votes cast at the Meeting to approve all items of business, unless otherwise stated.

Appointment of Proxyholders

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each common share that such Shareholder held on March 22, 2024, on the resolutions to be voted upon at the Meeting and any other matter to come before the Meeting. The persons named as proxyholders (the “Designated Persons”) in the enclosed form of proxy are directors and/or officers of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for or on behalf of that Shareholder at the Meeting, other than the Designated Persons named in the enclosed form of proxy. A Shareholder may exercise this right by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the form of proxy. In order to be voted, the completed form of proxy must be received by the Corporation, by mail or by hand, to the attention of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, by 12:00 p.m. (Vancouver time) on May 14, 2024, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Time, in order for the proxy to be received by 12:00 p.m. (Vancouver time) on May 14, 2024.

UNITED STATES SHAREHOLDERS

VOTING SECURITIES AND