GoldMining Inc. is a junior resource company trading under the symbol GOLD on the TSX Venture Exchange and GLDLF on OTC Markets. The Company is focused on the acquisition, exploration and development of resource stage gold projects in the Americas.
SGT Report is a paid advertiser and subcontractor through any one or several of the following advertiser entities: (a) Future Money Trends, LLC, (b) Gold Standard Media, LLC; Gold Standard Media, LLC, ShtfPlan.com, Wealth Research Group, LLC, Portfolio Wealth Global, LLC, Wallace Hill Partners, Ltd (hereafter collectively referred to as “we”, “our”, “us”, or “FMT” or the “Company”). The following disclosure refers to both FMT and SGT Report and discloses the compensation that FMT paid SGT Report for sub-contracting advertising services.
Conformity with Anti-Touting Statute – Section 17(b) of the Securities Act of 1933
We receive either monetary or securities compensation for our services in conformity with the anti-touting statute under the federal securities laws, Section 17(b) of the Securities Act of 1933, as amended (“Securities Act”), and requires publishers to provide full disclosure of their compensation, as follows:
Additionally, the following must be disclosed:
Do Not Use Any Information in Our Publications to Make an Investment Decision
There is no information on our website or distributed otherwise that should be used as the basis for an investment decision.
What We are Not
We do not act, directly or indirectly, in the capacity of any of the following and you should not construe our activities as involving any of the following: (a) investment advisor; (b) broker dealer; (c) broker; (d) dealer; (e) stock recommender; (f) stock picker; (g) finder; (h) securities trading expert; (i) financial planner; (j) engaging in the offer and sale of securities; (k) securities analyst; (l) financial analyst; (m) providing price targets or buy or sell recommendations.
From Whom We Receive Compensation
We receive cash or stock consideration from Issuers or third-party shareholders. With respect to third party shareholders, please be advised that the SEC has interpreted compensation paid to an investor relations firm from Third Party Shareholders, is considered to have emanated from the Issuer itself. As such, any shares received from a Third Party Shareholder under such circumstances must comply with the applicable holding periods under Rule 144 of the Securities Act since such stock issuances would be considered an issuance by the Issuer and therefore restricted.
Conflicts of Interest
Our activities involve multiple potential and/or actual conflicts of interest, since we receive monetary or securities compensation in the very securities we are promoting, and shortly after we receive the securities compensation, we may promote the securities and sell the securities. The third party shareholder from which we receive compensation also has an actual conflict of interest since he or she or it is paying us securities compensation for promotion services and such non-affiliate third party shareholder may sell other shares held while we are promoting the issuer that issues the stock held by such third party shareholder.
There are no implied or express warranties regarding the contents of our Publications.
Distribution of the Information in our Publications
The contents of each publication may be distributed, as follows:
The Company’s publications often pertain to gold and mining stocks, which discuss a direct relationship between the price of gold or silver and the stock price of a gold or silver mining stock. We discuss with respect to various issuers that there is a relationship between the price of gold or silver to the stock price of a gold or silver mining stock, i.e. that the higher the price of gold or silver, the higher the price of the stock. You should use extreme caution in adopting any such conclusions, because such statements do not account for any of the following factors:
Readers should view statements that state that stock prices will be track gold or silver prices with extreme caution and do their research into the Issuer’s or operator’s financial performance, estimated exploration, extraction and production costs, financial condition, stage of exploration and mining, whether its operations are contingent upon financing. Mining operations are subject to innumerable risks and high rates of failure and create a direct relationship between the price of gold or silver and a gold or silver public company in the absence of other factors is misleading, i.e. stage of exploration or mining, financial condition, all operations contingent on financing, high rate of failure of mining operations.
Accordingly, do not rely upon any claimed relationship between the price of gold and silver and the stock price of a gold and/or silver company, and conduct your own research using reliable sources.
Statements contained in our publications that discuss increases in stock prices of mining stocks over a specified period of time that we do designate reflects an arbitrary period of time and does not take into consideration the inherent and specific risk of mining ventures and possible price volatility of a mining stock. Therefore, these statements should not be relied upon. Do your own research from reliable sources. The foregoing also applies to statements in our publication regarding mining test results and their implications, and references to individuals or entities making significant investments in the companies being profiled. Conduct research from reliable sources, including public reports filed by the mining company with regulatory authorities.
Penny Stock Disclosure
Many of the securities we profile are considered penny stocks. Penny stocks inherently involve high risk and price volatility. You may lose your entire investment in any penny stock that you invest in. You should be acutely aware of the following information and risks inherent in any penny stock investment that you may make, including any issuer profiled on our websites or otherwise: (a) we receive monetary or securities compensation from persons that claim they are a non-affiliate shareholder or an issuer; however, we conduct no due diligence whatsoever to determine whether in fact they are a non-affiliate; (b) there is an inherent conflict of interest between our information dissemination services involving various issuers and our receipt of compensation from those same issuers; (c) we may buy and sell securities in the securities that we provide information dissemination services, which may cause significant volatility in the issuer’s stock, price declines from our selling activities, permit us to make substantial profits while we are disseminating profiles or information about the issuer, yet may result in a diminished value to the stock for investors; (c) we conduct no due diligence on the content of our Publications; (d) Penny stocks are subject to the SEC’s penny stock rules and subject broker-dealers to customer suitability rules and other requirements, which may lead to low volume in the securities and/or difficulties in selling the shares; (e) penny stocks are often thinly traded or have low trading volume, which may lead to difficulties in selling your securities and extreme price volatility; (f) many of the penny stocks we profile or provide information about are subject to intense competition, extreme regulatory oversight and inadequate financing to pursue their operational plan; (g) the issuer profiles and information we provide is wholly insufficient to formulate an investment decision and should not be used in any way as a basis for making an investment decision and, at the most, it should be used a starting point from which you conduct an in-depth investigation of the issuer from available public sources, such as www.sec.gov, www otcmarkets.com, www.sec.gov, yahoofinance.com, www.google.com and other available public sources as well as consulting with your financial professional, investment adviser, registered representative with a registered securities broker-dealer; (h) we urge you to conduct an in-depth investigation of the issuer from the above or other available sources, especially because we only present positive information, which is an insufficient basis to invest in any stock, yet alone a penny stock; accordingly, you should proceed with such investigation to determine, among other things, information pertaining to the issuer’s financial condition, operations, business model, and risks involved in the issuer’s business; (i) the issuers we profile may have negative signs on the otcmarkets.com website (i.e. Stop Sign, No Information, Limited Information, Caveat Emptor), which you should determine from entering the symbol of the stock profiled into the otcmarkets.com website; (j) you should determine whether the issuer we profile or provide information about is a development stage company, which is subject to the risks of a development stage company in a similar such business, including difficulties in obtaining financing for operations and future growth; (k) because we only present positive information regarding an issuer, ; you should conduct an in-depth investigation of any possible negative factors regarding such issuer; (l) our information is “as is” and you your use of the information is at your own risk and such information may change at any time and it is not based upon any verification or due diligence of the statements made; (m) we state that profiled stocks are consistent with future economic trends; however, future economic trends or analysis has its own limitations, including: (i) due to the complexity of economic analysis as well as the individual financial and operational characteristics of an individual issuer, such economic trends or predictions may amount to nothing more than speculation; (ii) consumers, producers, investors, borrowers, lenders and government may react in unforeseen ways and be affected by behavioral biases; (iii) human and social factors may outweigh future economic trends and predictions that we state may or will occur; (iv) clear cut economic predictions have their limitations in that they do not account for the fundamental uncertainty in economic life, as well as ordinary life; (v) economic trends may be disrupted by sudden jumps, disruptions or other factors that are not accounted for in such economic trends analysis; in other words, past or present data predicting future economic trends may become irrelevant in light of fully new circumstances and situations in which uncertainty becomes reality rather than of predictive economic quality; (vi) if the trends involves a single result, it ignores all other scenarios that may be crucial to make a decision in the event of various contingencies; (n) the information we disseminate about issuers contain forward looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, projections as indicated by such words as “expects”, “will”, “anticipates”, “estimates; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation into any such forward looking statements; (o) forward looking statements are limited to the time period in which they are made and we do not undertake to update forward looking statements that may change at any time; and (p) we make statements in our profiles that an issuer’s stock price has increased over a certain period of time; however, these statements only reflects an arbitrary period of time, and is of little or no predictive or analytical quality.
On November twenty fourth, twenty twenty two, in connection with our agreement with GoldMining Inc, we received one hundred and twenty five thousand options. On March thirty first, twenty twenty one, in connection with our agreement with GoldMining Inc, we received two hundred thousand dollars canadian to Wallace Hill Partners LTD for a one year agreement. Wallace Hill Partners LTD has been granted two hundred and fifty thousand options that vest over twelve months. We have been previously compensated for investor relations in prior year’s agreements that have since expired.
Third Party CompensationOn 02/27/2020, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars. On 04/15/2020, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars. On 05/05/2020, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars. On 08/27/2020, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars. On 09/20/2020, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars. On 06/06/2022, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars. On 01/12/2023, we hired a subcontractor, SGT Report to perform public awareness services on behalf of GoldMining Inc and paid SGT Report four thousand five hundred dollars.