SEC Form SC 13G filed

CUSIP No. 38149E101

1

NAME OF REPORTING PERSON

Amir Adnani

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

☐ (a)

☐ (b)

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER

5

SOLE VOTING POWER

8,587,654⁽¹⁾⁽²⁾

OF

SHARES

BENEFICIALLY

6

SHARED VOTING POWER

150,000⁽³⁾

OWNED BY

EACH

REPORTING PERSON

7

SOLE DISPOSITIVE POWER

8,587,654⁽¹⁾⁽²⁾

8

SHARED DISPOSITIVE POWER

150,000⁽³⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,737,654

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.72%

12

TYPE OF REPORTING PERSON

IN

(1)

Includes 2,200,000 common shares (the "Common Shares") of GoldMining Inc. (the "Issuer"), issuable upon exercise of options, which are exercisable within 60 days of the date hereof.

(2)

Includes 1,402,654 Common Shares owned by Amir Adnani Corp.

(3)

Includes 150,000 Common Shares owned by Mr. Adnani's spouse.

(4)

Percentage of class is calculated based on 150,619,444 Common Shares outstanding as of October 9, 2020, as reported in the Issuer's management's discussion and analysis for the three and nine months ended August 31, 2020, filed with the U.S. Securities and Exchange Commission on October 13, 2020 and 2,237,500 Common Shares issuable upon exercise of options held by Mr. Adnani.

Item 1(a).

Name of issuer:

Item 1(b).

Address of issuer's principal executive offices:

Item 2(a).

Name of person filing:

Item 2(b).

Address of principal business office:

Item 2(c).

Citizenship:

Item 2(d).

Title of class of securities:

Item 2(e).

CUSIP No.:

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership:

(a)

Amount beneficially owned: 8,737,654

(b)

Percent of class: 5.72%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 8,587,654

(ii)

Shared power to vote or direct the vote: 150,000

(iii)

Sole power to dispose or to direct the disposition of: 8,587,654

(iv)

Shared power to dispose or to direct the disposition of: 150,000

Item 5.

Ownership of 5 Percent or Less of a Class

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certifications