XTGRF 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of:	MAY 2021
Commission File Number	333-183376

(Translation of registrant's name into English)

Monte Carlo #7, Bayview Drive, Paradise Island, Nassau, Bahamas

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F	☒	Form 40-F	☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐

• 2 -

EXPLANATORY NOTE

On May 6, 2021, Xtra-Gold Resources Corp. (the "Company") filed on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents:

● Unaudited consolidated interim statements for the three months ended March 31, 2021.

● Management's discussion and analysis of financial conditions and results of operations for the three months ended March 31, 2021.

● Form 52-109F2 - Certification of interim filings - Full Certification on for the three months ended March 31, 2021 by the Company's Chief Executive Officer ("CEO"); and

● Form 52-109F2 - Certification of interim filings - Full Certification on for the three months ended March 31, 2021 by the Company's Chief Financial Officer ("CFO").

SUBMITTED HEREWITH

Exhibit Description of Exhibit
99.1 Unaudited interim consolidated financial statements for the period ended March 31, 2021.
99.2 Management's discussion and analysis of financial conditions and results of operations for the period ended March 31, 2021.
99.3 Form 52-109F2 - CEO Certification of interim filings; and
99.4 Form 52-109F2 - CFO Certification of interim filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 6, 2021	XTRA-GOLD RESOURCES CORP.
	(Registrant)
	By:	/s/ James Longshore
		James Longshore,
		Chief Executive Officer

Xtra-Gold Resources Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

EXHIBIT 99.1

XTRA-GOLD RESOURCES CORP.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

for the Three Months Ended

March 31, 2021

(expressed in U.S. Dollars, except where noted)

NOTICE TO READER

The accompanying unaudited interim consolidated financial statements of Xtra-Gold Resources Corp. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (unaudited)	2
Condensed Consolidated Statements of Equity (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)	4
Notes to the Condensed Consolidated Financial Statements (unaudited)	5

XTRA-GOLD RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Expressed in U.S. Dollars)

	March 31, 2021			December 31, 2020
	(Unaudited)			****
ASSETS	****			****
Current	****			****
Cash and cash equivalents	6,674,232		$	4,451,256
Investment in trading securities, at fair value cost of 2,305,357 (December 31, 2020 - 1,197,477) (Note 4)	2,865,193			2,345,984
Receivables and other assets	161,060			100,605
Inventory	532,416			841,978
Total current assets	10,232,901			7,739,823
Restricted cash (Note 7)	296,322			296,322
Equipment (Note 5)	602,576			570,375
Mineral properties (Note 6)	734,422			734,422
TOTAL ASSETS	11,866,221		$	9,340,942
LIABILITIES AND EQUITY	****			****
Current				****
Accounts payable and accrued liabilities	773,720		$	286,422
Asset retirement obligation (Note 7)	131,140			140,397
Total current liabilities	904,860			426,819
Total liabilities	904,860			426,819
Equity				****
Capital stock (Note 8)				****
Authorized - 250,000,000 common shares with a par value of 0.001				****
Issued and outstanding				****
46,899,917 common shares (December 31, 2020 - 46,817,017 common shares)	46,900			46,817
Additional paid in capital	31,973,550			31,998,045
Shares in treasury	(49,060	)		(4,857	)
Accumulated deficit	(20,892,469	)		(22,813,141	)
Total Xtra-Gold Resources Corp. stockholders' equity	11,078,921			9,226,864
Non-controlling interest	(117,560	)		(312,741	)
Total equity	10,961,361			8,914,123
TOTAL LIABILITIES AND EQUITY	11,866,221		$	9,340,942

All values are in US Dollars.

History and organization of the Company (Note 1)	APPROVED ON BEHALF OF THE BOARD
Continuance of operations(Note 2)
Contingency and commitments(Note 14)
	"James Longshore"	"James Schweitzer"
	Director	Director

The accompanying notes are an integral part of these consolidated financial statements.

XTRA-GOLD RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Expressed in U.S. Dollars)

	Three Month <br>Period Ended Mar. 31, 2021			Three Month <br>Period Ended Mar. 31, 2020
EXPENSES
Amortization	$	44,439		$	26,297
Exploration		182,293			118,153
General and administrative		156,550			87,706
LOSS BEFORE OTHER ITEMS		(383,282	)		(232,156	)
OTHER ITEMS
Foreign exchange gain (loss)		(11,879	)		(77,557	)
Net gain (loss) gain on trading securities		370,195			(168,015	)
Other income		12,255			18,280
Recovery of gold		2,328,564			851,786
		2,699,135			664,589
Consolidated pre tax income for the year		2,315,853			432,433
Income tax expense		(200,000	)		-
Net income after tax		2,115,853			432,433
Net gain attributable to non-controlling interest		(195,181	)		(74,689	)
Net income attributable to Xtra-Gold Resources Corp.	$	1,920,672		$	357,744
Basic income attributable to common shareholders<br>per common share	$	0.04		$	0.01
Diluted income attributable to common shareholders<br>per common share	$	0.04		$	0.01
Basic weighted average number of common shares outstanding		46,838,135			46,171,150
Diluted weighted average number of common shares outstanding		48,984,135			49,183,633

The accompanying notes are an integral part of these consolidated financial statements.

XTRA-GOLD RESOURCES CORP.

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

(Expressed in U.S. Dollars)

	Common Stock
	Number<br>of Shares			Amount			Additional<br>Paid in<br>Capital			Shares<br> in <br>Treasury			Accumulated<br>Deficit			Non-<br>Controlling<br>Interest			Total
Balance, December 31, 2019	45,844,117		$	45,844		$	31,523,284		$	(9,430	)	$	(24,673,390	)	$	(454,523	)	$	6,431,785
Stock-based compensation	-			-			(31,099	)		-			-			-			(31,099	)
Exercise of warrants	885,000			885			333,247			-			-			-			333,247
Repurchase of shares	(25,000	)		(25	)		(9,405	)		9,430			-			-			-
Shares in treasury	-			-			-			(1,535	)		-			-			(1,535	)
Income for the period	-			-			-			-			357,744			74,689			432,433
Balance, March 31, 2020	46,704,117			46,704			31,523,284			(1,535	)		(24,315,646	)		(379,834	)		7,164,831
Stock-based compensation	-			-			227,217			-			-			-			227,217
Exercise of stock options	346,500			346			71,566			-			-			-			71,912
Repurchase of shares	(233,600	)		(233	)		(116,762	)		-			-			-			(116,995	)
Shares in treasury	-			-			-			(4,857	)		-			-			(4,857	)
Income for the period	-			-			-			-			1,502,505			66,913			1,569,418
Balance, December 31, 2020	46,817,017			46,817			31,998,045			(4,857	)		(22,813,141	)		(312,741	)		8,914,123
Stock-based compensation	-			-			(7,424	)		-			-			-			(7,424	)
Exercise of stock options	130,000			130			30,050			-			-			-			30,180
Repurchase of shares	(47,100	)		(47	)		(47,121	)		4,857			-			-			(42,311	)
Shares in treasury	-			-			-			(49,060	)		-			-			(49,060	)
Income for the period	-			-			-			-			1,920,672			195,181			2,115,853
Balance, March 31, 2021	46,817,017		$	46,900		$	31,973,550		$	(49,060	)	$	(20,892,469	)	$	(117,560	)	$	10,961,361

The accompanying notes are an integral part of these consolidated financial statements.

XTRA-GOLD RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in U.S. Dollars)

		Three Month <br>Period Ended<br>Mar. 31, 2021			Three Month <br>Period Ended<br>Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Income for the year	$	2,115,853		$	432,433
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization		44,439			26,297
Stock-based compensation		(7,424	)		(31,099	)
Change in fair value warrant derivative liability		-			(137,313	)
Unrealized foreign exchange loss (gain)		(96,450	)		59,833
Purchase of trading securities		(855,663	)		(433,410	)
Proceeds on sale of trading securities		803,099			96,242
Net loss (gain) on sales of trading securities		(370,195	)		168,015
Changes in non-cash working capital items:
(Increase) decrease in receivables and other assets		(60,455	)		(826,596	)
Decrease (increase) in inventory		309,562			350,654
Change in asset retirement obligation		(9,257	)		12,343
Increase (decrease) in accounts payable, accrued liabilities and other		492,155			81,821
Net cash provided by operating activities		2,365,664			(200,780	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		(76,640	)		(270,121
Net cash used in investing activities		(76,640	)		(270,121
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of options and warrants		30,180			333,247
Repurchase of capital stock		(96,228	)		(1,535	)
Net cash (used in) provided by financing activities		(66,048	)		331,712
Change in cash and cash equivalents and restricted cash during the year		2,222,976			(139,189	)
Cash and cash equivalents and restricted cash, beginning of the year		4,747,578			4,277,561
Cash and cash equivalents and restricted cash, end of the year	$	6,970,554		$	4,138,372
Reconciliation of Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of year	$	4,451,256		$	3,981,239
Restricted cash at beginning of year		296,322			296,322
Cash and cash equivalents and restricted cash at beginning of year	$	4,747,578		$	4,277,561
Cash and cash equivalents at end of year	$	6,674,232		$	3,842,050
Restricted cash at end of year		296,322			296,322
Cash and cash equivalents and restricted cash at end of year	$	6,970,554		$	4,138,372

Supplemental disclosure with respect to cash flows (Note 11)

The accompanying notes are an integral part of these consolidated financial statements.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

1. HISTORY AND ORGANIZATION OF THE COMPANY

Xtra-Gold Resources Corp., previously Silverwing Systems Corporation, was incorporated under the laws of the State of Nevada on September 1, 1998, pursuant to the provisions of the Nevada Revised Statutes. In 2003, the Company became a resource exploration company. On November 30, 2012, the Company redomiciled from the USA to the British Virgin Islands.

In 2004, the Company acquired 100% of the issued and outstanding capital stock of Canadiana Gold Resources Limited ("Canadiana") and 90% of the issued and outstanding capital stock of Goldenrae Mining Company Limited ("Goldenrae").  Both companies are incorporated in Ghana and the remaining 10% of the issued and outstanding capital stock of Goldenrae is held by the Government of Ghana.  On December 21, 2005, Canadiana changed its name to Xtra-Gold Exploration Limited ("XG Exploration"). On January 13, 2006, Goldenrae changed its name to Xtra-Gold Mining Limited ("XG Mining").

2. CONTINUANCE OF OPERATIONS - GOING CONCERN

The Company is in development as an exploration company.  It may need financing for its exploration and acquisition activities.  Although the Company has incurred a gain of $1,920,672 for the period ended March 31, 2021, it has an accumulated a deficit of $20,892,469.  Results for the period ended March 31, 2021 are not necessarily indicative of future results.  The uncertainty of gold recovery and he fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations.

Currently, Covid-19 has not affected any of the Company's operations in Ghana.  The first cases of Covid-19 were detected much later in Ghana than other parts of the world, and Government action has limited the incidence of transmission.  The Company continues to monitor the potential effects on its operations and is implementing protocol to hopefully help in minimize its impact.  However, investors are cautioned this is an evolving issue, and that there is not guarantee the Company's protocols will be effective.

Management of the Company ("Management") is of the opinion that sufficient financing will be obtained from external sources and further share issuances will be made to meet the Company's obligations.  The Company's discretionary exploration activities do have considerable scope for flexibility in terms of the amount and timing of exploration expenditure, and expenditures may be adjusted accordingly if required.

3. SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2020, included in our Annual Report on Form 20-F, filed with the SEC on March 31, 2021. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. The financial statements and notes are representations of the Company's management and its board of directors, who are responsible for their integrity and objectivity.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Principles of consolidation

These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, XG Exploration (from February 16, 2004) and its 90% owned subsidiary, XG Mining (from December 22, 2004). All intercompany accounts and transactions have been eliminated on consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties, inputs used in the calculation of stock-based compensation and warrants, inputs used in the calculation of the asset retirement obligation, and the valuation allowance applied to deferred income taxes.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.

Cash and cash equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.  Aa att March 31, 2021 and December 31, 2020, cash and cash equivalents consisted of cash held at financial institutions.

The Company has been required by the Ghanaian government to post a bond for environmental reclamation.  This cash has been recorded as restricted cash, a non-current asset.

Receivables

Management has evaluated all receivables and has provided allowances for accounts where it deems collection doubtful. As at March 31, 2021 and December 31, 2020, the Company had not recorded any allowance for doubtful accounts.

Inventory

Inventories are initially recognized at cost and subsequently stated at the lower of cost or net realizable value. The Company's inventory consists of raw gold.  Costs are determined using the first-in, first-out ("FIFO") method and includes expenditures incurred in extracting the raw gold, other costs incurred in bringing them to their existing location and condition, and the cost of reclaiming the disturbed land to a natural state.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is not estimated to be recoverable due to declining selling prices, or other issues related to the sale of gold.

Recovery of gold

Recovery of gold and other income is recognized when title and the risks and rewards of ownership to delivered bullion and commodities pass to the buyer and collection is reasonably assured.

Trading securities

The Company's trading securities are reported at fair value, with realized and unrealized gains and losses included in earnings.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Non-Controlling Interest

The consolidated financial statements include the accounts of XG Mining (from December 22, 2004).  All intercompany accounts and transactions have been eliminated upon consolidation.  The Company records a non-controlling interest which reflects the 10% portion of the earnings (loss) of XG Mining allocable to the holders of the minority interest.

Equipment

Equipment is recorded at cost and is being amortized over its estimated useful lives using the declining balance method at the following annual rates:

Furniture and equipment	20%
Computer equipment	30%
Vehicles	30%
Mining and exploration equipment	20%

Mineral properties and exploration and development costs

The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value.  Exploration costs incurred on mineral properties are expensed as incurred.  Development costs incurred on proven and probable reserves will be capitalized.  Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses).  When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset.

Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets are impaired. Where such an indication exists, the recoverable amount of the asset is estimated. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or "CGUs"). The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount.

The Company has assessed the assets of all its operating entities and has determined that no impairment was considered necessary for the Company's non-financial assets as at March 31, 2021 and December 31, 2020.

Long-lived assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.  If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Asset retirement obligations

The Company records the estimated rehabilitation value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the long-lived assets.  Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the changes in the estimated future cash flows underlying the obligation (asset retirement cost).

Stock-based compensation

The Company accounts for stock compensation arrangements under ASC 718 "Compensation - Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods.

Warrants

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.  For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value using the appropriate valuation methodology and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations.  The warrants are presented as a liability because they do not meet the criteria of Accounting Standard Codification ("ASC") topic 480 for equity classification.  Subsequent changes in the fair value of the warrants are recorded in the consolidated statement of operations.

Share repurchases

The Company accounts for the repurchase of its common shares as an increase in shares in treasury for the market value of the shares at the time of purchase.  When the shares are cancelled, the issued and outstanding shares are reduced by the $0.001 par value and the difference is accounted for as a reduction in additional paid in capital.

Share-based payment transactions

The fair value is measured at grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods and services received.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Income taxes

The Company accounts for income taxes under the asset and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under the asset and liability method the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized.

Income (Loss) per share

Basic loss per common share is computed using the weighted average number of common shares outstanding during the period.  To calculate diluted loss per share, the Company uses the treasury stock method and if converted method.  As at March 31, 2021, there were Nil warrants (March 31, 2020 - Nil warrants) and 2,506,000 stock options (March 31, 2020 - 2,615,000).  For the period ending March 31, 2021, the fully diluted weighted average shares outstanding would increase to 48,984,135 (March 31, 2020 - 49,183,633) from the basic weighted average shares outstanding of 46,838,135 (March 31, 2020 - 46,171,150).  This increase did not change the income per share from the basic income per share number.

Foreign exchange

The Company's functional currency is the U.S. dollar. Any monetary assets and liabilities that are in a currency other than the U.S. dollar are translated at the rate prevailing at year end.  Revenue and expenses in a foreign currency are translated at rates that approximate those in effect at the time of translation.  Gains and losses from translation of foreign currency transactions into U.S. dollars are included in current results of operations.

Financial instruments

The Company's financial instruments consist of cash and cash equivalents, trading securities, receivables, accounts payable and accrued liabilities.  It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.  The fair values of these financial instruments approximate their carrying values unless otherwise noted.  Cash in Canada is primarily held in financial institutions.  Balances on hand may exceed insured maximums.  Cash in Ghana is held in banks with a strong international presence.  Ghana does not insure bank balances.

Fair value of financial assets and liabilities

Our financial assets and liabilities that are measured at fair value on a recurring basis include cash equivalents, marketable securities, derivative contracts, and marketable debt securities. Our financial assets measured at fair value on a nonrecurring basis include non-marketable equity securities, which are adjusted to fair value when observable price changes are identified or when the non-marketable equity securities are impaired (referred to as the measurement alternative). Other financial assets and liabilities are carried at cost with fair value disclosed, if required.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Level 3 - Unobservable inputs that are supported by little or no market activities.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Cash, Cash Equivalents, and Marketable Securities

We invest all excess cash primarily in time deposits, money market funds, corporate debt securities, equities, limited partnerships, and rights and warrants.

We classify all marketable debt securities that have stated maturities of three months or less from the date of purchase as cash equivalents and those with stated maturities of greater than three months as marketable securities on our Consolidated Balance Sheets.

We determine the appropriate classification of our investments in marketable debt securities at the time of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as trading securities. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these debt securities prior to their stated maturities. For all of our marketable debt securities we have elected the fair value option, for which changes in fair value are recorded in other income (expense), net. We determine any realized gains or losses on the sale of marketable debt securities on a specific identification method, and we record such gains and losses as a component of other income (expense), net.

The following tables summarize our debt securities, at their fair value, by significant investment categories as of March 31, 2021 and December 31, 2020:

Level 1 - Cash equivalents		March 31, 2021		December 31, 2020
Money market funds	$	4,479,790	$	3,772,568
	$	4,479,790	$	3,772,568
		March 31, <br>2021		Quoted Prices<br>in Active<br>Markets<br>(Level 1)		Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
---	---	---	---	---	---	---	---	---
Cash and cash equivalents	$	6,674,232	$	6,674,232	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		2,865,193		2,865,193		-		-
Total	$	9,835,747	$	9,835,747	$	-	$	-

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

		December 31,<br>2020		Quoted Prices<br>in Active<br>Markets<br>(Level 1)		Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
Cash and cash equivalents	$	4,451,256	$	4,451,256	$	-	$	-
Restricted cash		296,322		296,322		-		-
Investment in trading securities		2,345,984		2,345,984		-		-
Total	$	7,093,563	$	7,093,563	$	-	$	-

The fair values of cash and cash equivalents and marketable securities are determined through market, observable and corroborated sources.  The fair value of the warrant liability was determined through the Black Scholes valuation model.

Debt Securities

We classify our marketable debt securities, which are accounted for as trading securities, within Level 1 or 2 in the fair value hierarchy because we use quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value.

Investment in trading securities

The following discusses our marketable equity securities, non-marketable equity securities, gains and losses on marketable and non-marketable equity securities, as well as our equity securities accounted for under the equity method.

Our marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because we estimate the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3.

Concentration of credit risk

The financial instrument which potentially subjects the Company to concentration of credit risk is cash.  The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.  As of March 31, 2021, the Company held $4,931,191 (December 31, 2020 - $4,305,287) in low-risk money market funds which are not federally insured.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.  The company has contracted to sell all its recovered gold through a licensed exporter in Ghana.

The Company uses one smelter to process its raw gold.  Ownership of the gold is transferred to the smelting company at the mine site.  The Company has not experienced any losses from this sole sourced smelter and believes it is not exposed to any significant risks on its gold processing.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Segregated information

The Company has exploration assets in Ghana.  The remainder of the Company's assets are divided between corporate and Ghana.

Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Recent accounting pronouncements

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09) as modified by ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," and ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASU 2014-09 on January 1, 2018, using the modified retrospective approach. Because the Company doesn't have any customer contracts as of January 1, 2018, the adoption of ASU 2014-09 did not have a material impact on the Company's financial position, results of operations, equity or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740), which requires that all deferred income tax assets and liabilities be presented as noncurrent in the balance sheet. The pronouncement is effective for financial statements issued for annual periods beginning after December 15, 2018 with early application permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In November 2016, the FASB issued ASC Update No. 2016-18 (Topic 230) Statement of Cash Flows - Restricted Cash (a consensus of the FASB Emerging Issues Task Force). The amendments in this update require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Current GAAP does not include specific guidance on the cash flow classification and presentation of changes in restricted cash. The updated guidance is effective for interim and annual periods beginning after December 15, 2017 and is required to be applied using a retrospective transition method to each period presented. The Company implemented this guidance effective January 1, 2018. Implementing this guidance did not have an impact on the Company's statement of cash flows, as restricted cash, if any, has already been included in total cash and cash equivalents.

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Furthermore, equity investments without readily determinable fair values are to be assessed for impairment using a quantitative approach. The amendments in ASU 2016-01 should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The amendments in ASU 2016-01 became effective for us as of the beginning of our 2019 fiscal year. The adoption of this guidance did not have a material impact upon our consolidated financial condition or results of operations.

On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects related to the accounting and presentation of share-based payments. The amendments require entities to record all tax effects related to share-based payments at settlement or expiration through the income statement and the windfall tax benefit to be recorded when it arises, subject to normal valuation allowance considerations. All tax-related cash flows resulting from share-based payments are required to be reported as operating activities in the statement of cash flows. The updates relating to the income tax effects of the share-based payments including the cash flow presentation must be adopted either prospectively or retrospectively. Further, the amendments allow the entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur. If an election is made, the change to recognize forfeitures as they occur must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to opening retained earnings. The adoption of this standard in 2019 did not have a material impact upon our financial condition or results of operations.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

In June 2018, the FASB issued "ASU 2018-07 - Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting". The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. Adoption of ASU 2018-07 in 2020 did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement ("ASU 2018-13"), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendment is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of this guidance in 2020 did not have a material impact upon our consolidated financial condition or results of operations.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements ("ASU 2018-18"), which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 15, 2019. The adoption of this guidance in 2020 did not have a material impact upon our consolidated financial condition or results of operations.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations or cash flows.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract's in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

4. INVESTMENTS IN TRADING SECURITIES

At December 31, 2020, the Company held investments classified as trading securities, which consisted of various equity securities.  All trading securities are carried at fair value.  Private company investments are valued using Level 3 methods.  Private company investments are initially valued at the cost of the investment.  If a subsequent investment in the same security is made at a different price, the entire investment is valued at the new price and any gain or loss is recognized in other income, net.  All other marketable securities are publicly traded and valued using Level 1 methods.  As of December 31, 2020, the fair value of trading securities was $2,345,984 (December 31, 2019 - $887,143, December 31, 2018 - $471,723).

		March 31, 2021		December 31, 2020
Investments in trading securities at cost	$	2,305,357	$	1,977,477
Unrealized gains (losses)		559,328		368,507
Investments in trading securities at fair market value	$	2,864,685	$	2,345,984

The fair value carrying value of investments by category is as follows:

		March 31, 2021		December 31, 2020
Marketable Equity Securities - Level 1
Publicly traded investments	$	2,342,538	$	1,866,989
Marketable Debt Securities - Level 2
Corporate bonds		113,241		101,437
Non-Marketable Equity Securities - Level 3
Private investments		408,907		377,558
Total investments	$	2,864,685	$	2,345,984

The gains and losses on investments by category is as follows:

		March 31, 2021			December 31, 2020
Marketable Equity Securities - Level 1
Publicly traded investments - realized	$	301,135		$	931,440
Publicly traded investments - unrealized		69,185			385,076
Non-Marketable Debt Securities - Level 2
Private bonds		(125	)		937
Non-Marketable Equity Securities - Level 3
Private investments - realized		-			-
Private investments - unrealized		-			29,246
Total investments	$	370,195		$	1,346,699

5. EQUIPMENT

			March 31, 2021
		Cost			Accumulated Amortization		Net Book Value
Exploration equipment	$	2,034,869		$	1,620,009	$	443,056
Vehicles		623,933			436,217		127,318
	$	2,658,802		$	2,056,226	$	602,576

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

The company expensed $44,439 for amortization in the three months ended March 31, 2021.

	December 31, 2020
	Cost		Accumulated Amortization		Net Book Value
Exploration equipment	$	2,034,869	$	1,591,813	$	443,056
Vehicles	****	547,294	****	419,975	****	127,319
	$	2,582,163	$	2,011,788	$	570,375

The company expensed $154,939 for amortization in 2020 of which $26,297 was expensed in the three months ended March 31, 2020.

6. MINERAL PROPERTIES

	March 31, <br>2021			December 31, 2020
Acquisition costs	$	1,607,729		$	1,607,729
Asset retirement obligation (Note 7)		8,133			8,133
Option payments received		(881,440	)		(881,440	)
Total	$	734,422		$	734,422

The Projects were purchased as a group in 2003, and the purchase price was not allocated between the properties and camp facilities.

Kibi, Kwabeng and Pameng Projects

The Company holds the mineral rights over the lease area for Kibi , Kwabeng, and Pameng Projects, all of which are located in Ghana.  All three mining leases grant the Company the right to produce gold.  The Kwabeng and Pameng mining leases expired on July 26, 2019.

All required documentation to extend the lease for our Kibi Project (formerly known as the Apapam Project) for 15 years from December 17, 2015 has been submitted to the Ghana Minerals Commission.  No additional information was requested or submitted in the three months ended March 31, 2021 and the year ended December 31, 2020.  As of these extensions generally take years for the regulatory review to be completed, and the Company is not yet in receipt of the renewal extension approval.  However, until the Company receives the renewal extension approval, the old lease remains in force under the mineral laws. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission.

The Company has applied to Minerals Commission for a renewal extension for the Kwabeng and Pameng mining leases and has submitted all the required documentation to renew and extend these leases for a further 15 years.

All gold production will be subject to a production royalty of the net smelter returns ("NSR") payable to the Government of Ghana.

Banso and Muoso Projects

During the year ended December 31, 2010, the Company made an application to Mincom to convert a single prospecting license ("PL") securing its interest in the Banso and Muoso Projects located in Ghana to a mining lease covering the lease area of each of these Projects.  This application was approved by Mincom who subsequently made recommendation to the Minister of Lands, Forestry and Mines to grant an individual mining lease for each Project.  On January 6, 2011, the Government of Ghana granted two mining leases for these Projects.  These mining leases grant the Company mining rights to produce gold in the respective lease areas until January 5, 2025 with respect to the Banso Project and until January 5, 2024 with respect to the Muoso Project.  These mining leases supersede the PL previously granted to the Company.  Among other things, both mining leases require that the Company:

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

i) pay the Government of Ghana a fee of $30,000 in consideration of granting of each lease (paid in the March 2011 quarter);

ii) pay annual ground rent of GH¢189,146 (approximately USD$35,688) for the Banso Project and GH¢202,378 (approximately USD$38,185) for the Muoso Project;

iii) commence commercial production of gold within two years from the date of the mining leases; and

iv) pay a production royalty to the Government of Ghana.  The Company has filed for the necessary permits to commence work on the project.  The permits were approved and work has commenced on the properties.

Mining Lease and Prospecting License Commitments

The Company is committed to expend, from time to time fees payable

(a) to the Minerals Commission for:

(i) a grant or renewal of an expiry date of a prospecting license (currently an annual fee maximum of $70.00 per cadastral unit/or 21.24 hectare);

(ii) a grant or renewal of a mining lease (currently an annual fee maximum of $1,000.00 per cadastral units/or 21.24 hectare); and

(iii) annual operating permits;

(b) to the Environmental Protection Agency ("EPA") (of Ghana) for:

i) processing and certificate fees with respect to EPA permits;

ii) the issuance of permits before the commencement of any work at a particular concession; or

iii) the posting of a bond in connection with any mining operations undertaken by the Company;

(c) for a legal obligation associated with our mineral properties for clean up costs when work programs are completed.

7. ASSET RETIREMENT OBLIGATION

		March 31,<br>2021			December 31,<br>2020
Balance, beginning of year	$	140,397		$	158,914
Change in obligation		(9,257	)		(18,517	)
Accretion expense		-			-
Balance, end of year	$	131,140		$	140,397

The Company has a legal obligation associated with its mineral properties for clean up costs when work programs are completed.  Most of the cash will be spent to return the grade of disturbed land to its original state and to plant vegetation.

The rehabilitation obligation is estimated at $131,140 (December 31, 2020 - $140,397).  During 2021 and 2020, the obligation was estimated based on actual reclamation cost experience on an average per acre basis and the remaining acres to be reclaimed.  It is expected that this obligation will be funded from general Company resources at the time the costs are incurred.  The Company has been required by the Ghanaian government to post a bond of US$296,322 which has been recorded in restricted cash.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

8. INVENTORIES

Inventories consisted of the following:

	March 31,2021	December 31,<br> 2020
Raw materials	393,034	841,978

Inventory consists of raw gold awaiting transport to the smelter.

9. CAPITAL STOCK

Authorized stock

The Company's authorized shares are 250,000,000 common shares with a par value of $0.001 per share.

Issuances of shares

During the period ended March 31, 2021, the Company issued 130,000 shares at prices between CAD$0.23 and CAD$0.50 per share for proceeds of CAD$37,500 ($30,180) on exercise of stock options.

During the year ended December 31, 2020, the Company issued 885,000 shares at CAD$0.50 per share for proceeds of CAD$442,500 ($334,132) on exercise of warrants and issued 346,500 shares at prices between CAD$0.15 and CAD$0.50 per share for proceeds of CAD$94,575 ($71,912) on exercise of stock options.

Cancellation of shares

During the period ended March 31, 2021, 41,900 shares were re-purchased for $47,178 and were cancelled. A total of 5,200 common shares re-purchased in 2020 for $4,857 were cancelled in 2021.  A further total of 52,200 common shares were re-purchased in March 2021, for $49,060 and held in treasury.  These 52,200 shares were cancelled in April 2021.

During the year ended December 31, 2020, a total of 233,600 shares were re-purchased for $116,954 and were cancelled. A further total of 25,000 common shares were re-purchased in 2019 for $9,430 were cancelled in 2020.  A total of 5,200 common shares were re-purchased in 2020 for $4,857 and held in treasury.  These 5,200 shares were cancelled in January 2021.

Stock options

At June 30, 2011, the Company adopted a new 10% rolling stock option plan (the "2011 Plan") and cancelled the 2005 equity compensation plan.  Pursuant to the 2011 Plan, the Company is entitled to grant options and reserve for issuance up to 10% of the shares issued and outstanding at the time of grant.  The terms and conditions of any options granted, including the number and type of options, the exercise period, the exercise price and vesting provisions, are determined by the Compensation Committee which makes recommendations to the board of directors for their approval.  The maximum term of options granted cannot exceed 10 years.

The TSX's rules relating to security-based compensation arrangements require that every three years after the institution of a security-based compensation arrangement which does not have a fixed maximum aggregate of securities issuable, all unallocated options must be approved by a majority of the Company's directors and by the Company's shareholders.  The Board approved all unallocated options under the Option Plan on March 26, 2020 which was approved by the Company's shareholders at the annual and special meeting held on June 25, 2020.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

At March 31, 2021, the following stock options were outstanding:

Number of<br>Options	ExercisePrice
125,000	CDN0.65	July 25, 2021
120,000	CDN0.59	May 31, 2022
125,000	CDN0.27	July 1, 2022
382,000	CDN0.15	December 31, 2022
54,000	CDN0.60	June 1, 2025
250,000	CDN0.20	October 8, 2025
360,000	CDN1.23	October 23, 2025
400,000	CDN0.40	May 5, 2026
690,000	CDN0.30	July 1, 2026

All values are in US Dollars.

Stock option transactions and the number of stock options outstanding are summarized as follows:

	March 31, 2021				December 31, 2020
	**** <br>Number of<br>Options			Weighted Average<br>Exercise<br>Price	**** <br>Number of<br>Options			Weighted Average<br>Exercise<br>Price
Outstanding, beginning of year	2,636,000		$	0.35	2,615,000		$	0.23
Granted	-			-	534,000			0.80
Exercised	(130,000	)		0.23	(346,500	)		0.21
Cancelled/Expired	-			-	(166,500	)		0.31
Outstanding, end of year	2,506,000		$	0.36	2,636,000		$	0.35
Exercisable, end of year	2,506,000		$	0.36	2,636,000		$	0.35

The aggregate intrinsic value for options vested and for total options as of March 31, 2021 is approximately $1,461,818 (December 31, 2020 - $1,666,776).  The weighted average contractual term of stock options outstanding and exercisable as at March 31, 2021 is 3.2 years (December 31, 2020 - 3.3 years).

No stock options were granted in the three month period ended March 31, 2021.  The fair value of stock options granted, vested, and modified during the year ended December 31, 2020 was $196,115, which has been included in general and administrative expense.

The following assumptions were used for the Black-Scholes valuation of stock options amended during the years ended December 31, 2020, 2019, and 2018:

	2020
Risk-free interest rate	1.75%
Expected life	3.0 years
Annualized volatility	70%
Dividend rate	-

During 2020 the Company granted 314,000 options to insiders at a prices between $0.47 (CAD$0.60) and $0.96 (CAD$1.23).  A further 100,000 options were granted to non-insiders at between $0.47 (CAD$0.60) and $0.96 (CAD$1.23).  Consultants received 120,000 options priced at $0.47 (CAD$0.60).

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Warrants

At March 31, 2021 and December 31, 2020, there were no warrants outstanding.

Warrant transactions and the number of warrants outstanding are summarized as follows:

	2021	2020
Balance, beginning of period	-	1,250,000		CAD$0.50
Issued	-	-		-
Exercised	-	(885,000	)	CAD$0.50
Expired	-	(365,000	)	CAD$0.50
Balance, end of period	-	-		-

The fair value of the warrants estimated at March 31, 2021 and December 31, 2020 using the Black-Scholes Options Pricing Model was $Nil.

Under US GAAP when the strike price of the warrants is denominated in a currency other than an entity's functional currency, the warrants would not be considered indexed to the entity's own stock, and would consequently be considered to be a derivative liability.  The common share purchase warrants described above are denominated in CAD dollars and the Company's functional currency is the US dollar.  As a result, the Company determined that these warrants are not considered indexed to the Company's own stock and characterized the fair value of these warrants as derivative liabilities upon issuance. The derivative will be subsequently marked to market through income.

The Company determined that the fair value of the warrant liability using the Black-Scholes Options Pricing Model at May 25, 2016 to be $70,712.  In August 2017, the Company extended the term of the non-broker warrants until August 25, 2018 and decreased the strike price of the warrants to CAD$0.50.  The Company determined that the warrant extension created a fair value of the warrant liability using the Black-Scholes Options Pricing Model at August 25, 2017 of $17,112.

The Company recorded the full value of the derivative as a liability at issuance and recognized the amount as financing expense in the consolidated statement of operations. In August 2017, a further charge was recognized when the non-broker warrants were extended and the strike price was changed.  At December 31, 2020, 2019, and 2018, the fair value adjustment was recognized in the consolidated statement of operations.

In August 2018, the Company extended the term of the warrants until February 25, 2020, leaving the strike price unchanged.  The Company determined that the warrant extension created a fair value of the warrant liability using the Black-Scholes Options Pricing Model at August 25, 2018 of $11,147.  This value was recognized as an expense in the period incurred.

10. RELATED PARTY TRANSACTIONS

During the three-month periods ended March 31, 2021 and 2020, the Company entered into the following transactions with related parties:

		March 31, <br>2021		March 31, 2020
Consulting fees paid or accrued to officers or their companies	$	465,859	$	233,211
Directors' fees		592		564
Stock option grants to officers and directors		-		-
Stock option grant price range		-		-

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

Of the total consulting fees noted above, $372,042 (March 31, 2020 - $188,281) was incurred by the Company to a private company of which a related party is a 50% shareholder and director.  The related party was entitled to receive $186,021 (March 31, 2020 - $94,141) of this amount.  As at March 31, 2021, a balance of $110,087 (December 31, 2020 - a prepaid balance of $12,065) is due to this related company.

During the three months ended March 31, 2021 and 2020 the Company did not grant stock options to insiders.

11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	March 31,<br>2021			March 31,<br>2020
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

There were no significant non-cash transactions during the periods ended March 31, 2021 and March 31, 2020.

12.	DEFERRED INCOME TAXES

This note has not been updated from December 31, 2020.

13. SEGMENTED INFORMATION

The Company has one reportable segment, being the exploration and development of resource properties.

Geographic information is as follows:

	March 31, 2021			December 31, 2020
Cash and restricted cash:	****			****
Canada	$	5,065,609	$	4,330,650
Ghana		1,904,945	****	416,928
Total cash and restricted cash		6,970,554	****	4,747,578
Capital assets			****	****
Canada		-	****	-
Ghana		1,336,999	****	1,304,797
Total capital assets		1,336,999	****	1,304,797
Total	$	8,307,553	$	6,052,375

14. CONTINGENCY AND COMMITMENTS

a) Bond deposit

The Government of Ghana initially required an environmental bond of $385,000 for the Banso permit and $327,000 for the Muoso permit.  The Company has submitted a request for a reduction of these fees to the government and is awaiting a response.

The Company has been required by the Ghanaian government to post a bond of US$296,322 which has been recorded in restricted cash (see Note 7).

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

b) Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business. The Company is not aware of any such legal proceedings other than below disclosed that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

The Company is a party to three pending lawsuits.  The first lawsuit claims mining activities of the Company are illegal and cause substantial environmental damage to the community.  The second lawsuit claims that all leases issued to mining companies in Ghana violate the Ghana Constitution and are therefore illegal.  The third lawsuit claims that an Xtra contracted worker caused bodily harm on another person.  The Company will defend itself in each of these lawsuits if required, and believes both cases are completely without merit and frivolous.

The Company is subject to additional legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

On July 23, 2019, Minerals Commission issued four invoices totaling $4,654,800 to our Ghanaian subsidiary.  These invoices were titled "Outstanding Annual Mineral Right Fees" for four of our concessions (Muoso, Banso, Pameng and Apapam), which Minerals Commission indicated were related to the period from 2013 to 2018, for new annual mineral fees.  However, all of our mining leases all have a one-time fixed consideration fee, which was paid when our leases were granted.  We responded to Minerals Commission (the "Letters") on September 23, 2019, objecting to the four improper invoices.  Our Letters outline the specific violated terms of our leases and various mineral laws.  The Minerals Commission has not responded to our Letter.  Should Minerals Commission challenge our Letters, our Company could enter dispute resolution arbitration clause under the Mineral Act.  We believe the invoices are not legally enforceable under the Mineral Act, and have not included any amount related to these invoices in our accounts.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Exchange rate risk

The functional currency of the Company is US$, to date the majority of the revenues and costs are denominated in Ghana and a significant portion of the assets and liabilities are denominated in both Canada and Ghana. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and Ghana currency. If Ghana depreciates against US$, the value of Ghana revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

(e) Economic and political risks

The Company's operations are conducted in Ghana. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in Ghana, and by the general state of the Ghana economy.

The Company's operations in the Ghana are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in Ghana, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

**XTRA-GOLD RESOURCES CORP.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) March 31, 2021

f) Commodity price risk

We are exposed to fluctuations in commodity prices for gold. Commodity prices are affected by many factors, including but not limited to, supply and demand.

g) The Kwabeng and Pameng mining leases expired on July 26, 2019.

All required documentation to extend the lease for our Kibi Project (formerly known as the Apapam Project) for 15 years from December 17, 2015 has been submitted to the Ghana Minerals Commission.  No additional information was requested or submitted in the three-month period ended March 31, 2021 and the year ended December 31, 2020.  As of these extensions generally take years for the regulatory review to be completed, and the Company is not yet in receipt of the renewal extension approval.  However, until the Company receives the renewal extension approval, the old lease remains in force under the mineral laws. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission.

15. SUBSEQUENT EVENT NOTE

Subsequent to March 31, 2021, 84,900 shares which were purchased in April 2021, under the 2021 repurchase plan. These shares will be cancelled in the normal course of business.

Xtra-Gold Resources Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

EXHIBIT 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the interim unaudited condensed consolidated financial statements and results of operations ("MD&A") of Xtra-Gold Resources Corp. ("Xtra-Gold" or our "company") for the three months ended March 31, 2021 and 2020 should be read in conjunction with the interim unaudited condensed consolidated financial statements and the related notes to the company's interim unaudited condensed consolidated financial statements.  The following discussion contains forward-looking statements that reflect Xtra-Gold's plans, estimates and beliefs.  Our company's actual results could differ materially from those discussed in the forward-looking statements set out herein.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and as contained elsewhere in this MD&A.  Our company's condensed consolidated unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP").

Additional information relating to our company, including our consolidated audited financial statements and the notes thereto for the years ended December 31, 2020, 2019 and 2018 and our annual report on Form 20-F, can be viewed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in our 20-F annual report, particularly in the item entitled "Risk Factors" beginning on page 8 of our 20-F annual report.

Highlights for the Three-Month Period Ended March 31, 2021 and Subsequent Period

During the three-month period ended March 31, 2021:

● in connection with our gold recovery operations, we produced 1,500 ounces of raw gold.  We sold 2,017 fine ounces of gold at an average price of US$1,845 per ounce.

● cash on hand, excluding restricted cash, increased to $6.7 million at March 31, 2021, from $4.6 million at December 31, 2020.

● on February 17, 2021, announced the results of seven drill holes (from the 2020 drill campaign).  The results included four holes in the Double 19 zone and three holes testing a generative grassroots project.

●  on March 12, 2021, announced the extension of its Normal Course Issuer Bid for its shares through March 2022.

●  a total of 18 diamond core boreholes totaling 2,989 metres completed by the Company's in-house drilling crews as part of the ongoing target generation drilling program geared towards the identification of new resource expansion opportunities within the Zone 2 - Zone 3 maiden mineral resource footprint area.

●  on April 14, 2021, announced the results of 13 drill holes,  totaling 2,185 metres, on the Double 19 deposit (9 holes), Gatehouse zone (3 holes), and newly identified Lone Tree shear structure (1 hole).

Overview

We are engaged in the exploration of gold properties exclusively in Ghana, West Africa in the search for mineral deposits and mineral reserves which could be economically and legally extracted or produced. Our exploration activities include the review of existing geological data, grid establishment and soil geochemical sampling, geological mapping, geophysical surveying, trenching and pitting to test gold-in-soil anomalies and diamond core and/or reverse circulation (RC) drilling to test targets followed by infill drilling, if successful, to define a mineral reserve.

Our mining concession portfolio currently consists of 225.87 square kilometers comprised of 33.65 square kilometers for our Kibi project, 51.67 square kilometers for our Banso project, 55.28 square kilometers for our Muoso project, 44.76 square kilometers for our Kwabeng project, and 40.51 square kilometers for our Pameng project, or 55,873 acres, pursuant to the leased areas set forth in our mining leases.

• 2 -

Technical Disclosure

The hardrock, lode gold exploration technical information relating to our mineral properties contained in this MD&A is based upon information prepared by or the preparation of which was supervised by Yves Clement, P.Geo., our Vice-President, Exploration. Mr. Clement is a Qualified Person as defined by Canadian Securities National Instrument 43-101 concerning standards of disclosure for mineral projects.

Plan of Operations

Our strategic plan is, with respect to our mineral projects, to conduct an exploration program, consisting of the following:

at our Kibi project:

● follow-up trenching of Zone 2 - Zone 3 early stage gold shoots / showings to guide future mineral resource expansion drilling efforts;

● prospecting, reconnaissance geology, hand augering and/or scout pitting, and trenching of high priority gold-in-soil anomalies and grassroots gold targets across the extent of the Apapam concession; and

● a diamond core drill program of approximately 12,000 metres, at an estimated cost of $600,000, to be implemented utilizing the Company's in-house operated drill rigs; consisting of a combination of follow up drilling of early stage gold shoots / showings discovered by previous drilling / trenching efforts (2008 - 2012) within the Zone 2 - Zone 3 maiden mineral resource footprint area and testing of prospective litho-structural gold settings identified by recently completed 3D geological modelling; and scout drilling of new grassroots gold targets across the Apapam concession.

at our Kwabeng project:

● ongoing geological compilation, prospecting, soil geochemical sampling, hand augering and/or scout pitting, and trenching to identify and/or further advance grassroots targets; and

● the continuation of placer gold recovery operations at this project (commenced in March 2013);

at our Pameng project:

● ongoing geological compilation, prospecting, soil geochemical sampling, hand augering and/or scout pitting, and trenching to identify and/or further advance grassroots targets; and

at our Banso and Muoso projects:

● ongoing geological compilation, prospecting, soil geochemical sampling, hand augering and/or scout pitting, and trenching to identify and/or further advance grassroots targets; and

● the continuation of placer gold recovery operations at these projects (commenced in 2015);

As at the date of this annual report, we have estimated $400,000 for the cost for soil sampling, hand augering and/or scout pitting, and trenching at our Kibi, Kwabeng, Pameng, Banso and Muoso projects.

As part of our current business strategy, we plan to continue engaging technical personnel under contract where possible as our management believes that this strategy, at its current level of development, provides the best services available in the circumstances, leads to lower overall costs and provides the best flexibility for our business operations. For example, the purchase of an exploration drill as opposed to using contract drillers has generated significant savings to the company.

We anticipate that our ongoing efforts will continue to be focused on the exploration and development of our projects and completing acquisitions in strategic areas. We will look to acquire further interests in gold mineralized projects that fall within the criteria of providing a geological basis for development of drilling initiatives that can enhance shareholder value by demonstrating the potential to define reserves.

We continued with our recovery of placer gold operations at our Kwabeng Banso and Muoso properties in 2020.  We contract out as many services as possible on our placer gold recovery operations to local Ghanaians in order to maximize cost efficiencies.

Our fiscal 2021 budget to carry out our plan of operations is approximately $1,800,000 as follows and as disclosed in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview:

• 3 -

Soil sampling / trenching	$	400,000
Drilling		600,000
Administration		600,000
Stock-based compensation (non-cash)		200,000
TOTAL	$	1,800,000

These expenditures are subject to change if management decides to scale back or accelerate operations.

Our company has historically relied on funds from gold recovery from alluvial operations, equity and debt financings to finance its ongoing operations.  Existing working capital, possible debt instruments, further private placements and anticipated cash flow from placer gold recovery operations are expected to be adequate to fund our company's operations over the next year.  During 2021, we will require minimal capital expenditures to implement our plan of operations.

Trends

Gold prices closed in 2020 at $1,888 per ounce, above the 2020 average of $1,770 per ounce.  The low for 2020 occurred in March, with prices gradually demonstrating strength from that time forward. We continue to see positive indicators for gold prices in the future.

The WHO-declared coronavirus pandemic continues to create a significant amount of economic uncertainty across the world.  While gold prices originally surged with this announcement, prices have fallen back recently with a global asset sell off.  Indicators are of significant spending programs by all governments to combat this issue while supporting national economies.

The coronavirus has negatively affected world GDP's and resulted in significant amounts of money printing by governments.  This response has resulted in inflation in previous cycles.

Gold does well in times of uncertainty.  National, corporate and individual debt levels increase this uncertainty and leave less room to safely manage any potential crisis.

Gold prices per ounce over the three-month period ended March 31, 2021 and previous two years are as follows:

		Q1 2021		2020		2019
High	$	1,943	$	2,067	$	1,546
Low		1,684		1,474		1,270
Average		1,798		1,770		1,392

The tone for the precious metals market in the near future will depend on the U.S. dollar strength.  While the US Federal Reserve has continued to express a neutral stance to interest rates, current events have led to significant rate decreases recently.  The focus going forward will be on how much economic growth, government deficits and debts affect the ability of the Federal Reserve to increase future rates or shrink its balance sheet.  Any further wobble or extension of the time to address the issues related to the pandemic in the US economy could interfere with the rate increases and create uncertainty about the US economy, which would be good for gold prices.

Overall, a lower U.S. dollar should lead to higher costs in U.S. dollar terms to identify and explore for gold but could be more than offset by higher gold prices, resulting in greater interest in gold exploration companies.  Conversely, if the U.S. dollar strengthens further, interest in the gold exploration sector could be reduced.

Currently, Covid-19 has not affected any of the Company's operations in Ghana.  The first cases of Covid-19 were detected much later in Ghana than other parts of the world, and Government action has limited the incidence of transmission.  The Company continues to monitor the potential effects on its operations and is implementing protocol to hopefully help in minimize its impact.  However, investors are cautioned this is an evolving issue, and that there is not guarantee the Company's protocols will be effective.

• 4 -

Summary of the last five fiscal years ending December 31

	2020	2019	2018	2017	2016
	$	$	$	$	$
Operating revenues	Nil	Nil	Nil	Nil	Nil
Consolidated pre tax income for the year	2,297,023	2,388,347	1,539,294	453,932	(467,711 )
Net gain attributable to non-controlling interest	(141,782)	(140,390)	(233,111)	(98,077 )	(13,173 )
Income tax	(294,992)	Nil	Nil	Nil	Nil
Net gain (loss) Xtra-Gold Resources Corp.	1,860,249	2,247,957	1,306,183	355,855	(480,884 )
Basic and diluted income (loss) attributable to common shareholders per common share	0.04	0.05	0.03	0.01	(0.01 )
Total current assets	7,739,823	5,438,858	3,258,955	1,825,775	1,593,038
Total assets	9,340,942	6,875,325	4,790,576	3,328,082	2,895,984
Total current liabilities	426,819	443,540	624,205	443,457	486,613
Total liabilities	426,819	443,540	624,205	443,457	486,613
Working capital	7,313,004	4,995,317	2,634,750	1,382,318	1,106,425
Capital stock	46,817	45,844	46,246	47,782	48,174
Total equity	8,914,123	6,431,785	4,166,371	2,884,625	2,409,371
Total Xtra-Gold Resources Corp. stockholders' equity	9,226,864	6,886,308	4,761,284	3,712,649	3,335,472
Dividends declared per share	Nil	Nil	Nil	Nil	Nil
Basic weighted average number of common shares outstanding	46,645,387	46,095,232	47,089,027	47,948,596	47,256,630
Basic and diluted weighted average number of common shares outstanding	49,033,887	49,589,430	49,405,027	51,339,216	47,256,630

Summary of Quarterly Results

Three Months Ended<br> ****		Net Income (Loss)		Basic and DilutedIncome (Loss) Per Share
March 31, 2021	$	1,920,672	$	0.04
December 31, 2020		(427,897) )		(0.01) )
September 30, 2020		714,181		0.02
June 30, 2020		1,216,221		0.03
March 31, 2020		357,744		0.01
December 31, 2019		(147,234		(0.00
September 30, 2019		1,501,085		0.03
June 30, 2019		513,774		0.01

All values are in US Dollars.

Results of Operations for the Three Months Ended March 31, 2021 as Compared to the Three Months Ended March 31, 2020

Our company's net income for the three months ended March 31, 2021 was $1,920,672 as compared to a net income of $357,744 for the three months ended March 31, 2020.  Improved profits from gold recovery and gains on the company's investment portfolio were offset by increased operating expenses and tax expenses.

• 5 -

Our company's basic and diluted net income per share for the three months ended March 31, 2021 was $0.04 compared to a net income of $0.01 per share for the three months ended March 31, 2020.  The weighted average number of shares outstanding was 46,838,135 basic and 48,984,135 fully diluted at March 31, 2021 compared to 46,171,150 basic and 49,183,633 fully diluted for the three months ended March 31, 2020.  The increase in the weighted average number of shares outstanding in 2021 can be mostly attributed to the warrant exercises in February 2020.  The company renewed its share repurchase program in early 2021.  In the three-month period ended March 31, 2021, the company repurchased 104,00 shares of which 41,900 were cancelled in the period and 52,200 were cancelled in April 2021.  The company also cancelled 5,200 shares purchased in December 2020.

We incurred expenses of $383,282 in the three months ended March 31, 2021 as compared to $232,156 in the three months ended March 31, 2020.  Amortization for the three months ended March 31, 2021 increased to $44,439 as compared to $26,297 for the three months ended March 31, 2020, reflecting the purchase of a second drill and some additional field equipment in 2020 and Q1 2021.  The company increased its exploration capacity with the purchase of a new drill in March 2020 to accelerate exploration results.  General and administrative ("G&A") expenses were $156,550 in the three months ended March 31, 2021 as compared to $87,706 in the three months ended March 31, 2020. Most of the increase occurred in marketing and regulatory expenses as compared to Q1 2020.  Exploration costs increased to $182,293 as compared to $118,153 for the three months ended March 31, 2020.  Additional drilling and consulting expense to assist with results interpretation created the increase.  All exploration costs were expensed in the periods.

Exploration activities for the March 2021 quarter focussed on the Kibi Gold Project (Apapam Mining Lease) with the continuation of the target generation drilling program geared towards the identification of new resource expansion opportunities within the Zone 2 - Zone 3 maiden mineral resource footprint area. Eighteen (18) diamond core boreholes totalling 2,989 metres were completed during the present quarter with drilling efforts primarily dedicated to resource expansion at the Double 19 gold deposit. The target generation drilling program is designed to follow up on early-stage gold shoots / showings discovered by previous drilling / trenching efforts (2008 - 2012), test down-plunge extensions and/or fold limbs of existing resource bodies, and to test prospective litho-structural gold settings identified by recently completed 3D geological modelling. A total of 103 boreholes totaling 13,808 metres have been completed to date by the Company's in-house drilling crews during the ongoing Zone 2 - Zone 3 resource expansion drilling program initiated in late September 2019.

Drilling activities during the March 2021 quarter focussed on the following Zone 2 - Zone 3 resource expansion targets: 13 holes (2,234 metres) on the Double 19 deposit, 3 holes (462 metres) on the Gatehouse zone, and one hole on the Boomerang zone (215 metres) and recently identified Lone Tree shear structure, respectively. The assay results for the initial 13 boreholes (2,185 metres) of the 2021 drilling campaign (#KBDD21379 - #KBDD21391) were reported by the Company on April 14, 2021, including the following highlights:

• 48.8 metres grading 0.76 grams per tonne ("g/t") gold, including 1.91 g/t gold over 6.9 metres, from down-hole depth of 134.0 metres in #KBDD21387, with undercut hole #KBDD21391 returning 15.1 metres grading 1.24 g/t gold, including 2.56 g/t gold over 4.5 metres, from down-hole depth of 200 metres; extending mineralization down to vertical depth of 200 metres on the northeasternmost NW Limb zone section at the Double 19 deposit.

• additional NW Limb drilling highlights include: 13.5 metres grading 1.92 g/t gold, including 3.13 g/t gold over 5.9 metres, from down-hole depth of 138.5 metres in #KBDD21384;  11.6 metres grading 1.00 g/t gold and 17.1 metres grading 1.13 g/t gold from down-hole depths of 92.0 metres and 121.9 metres respectively in #KBDD21386; and 7.6 metres grading 2.12 g/t gold, including 4.61 g/t gold over 2.0 metres, and 8.75 metres grading 1.03 g/t gold from down-hole depths of 101.0 metres and 125.25 metres respectively in #KBDD21390.

• 473.09 g/t gold over 0.5 metres (visible gold), immediately followed by 16.1 metres grading 0.51 g/t gold, from down-hole depth of 112.8 metres in #KBDD21388; with placement of mineralization along granitoid - metasediment contact highlighting potential for high-grade, contact-controlled, shear-type gold mineralization at Gatehouse, in addition to typical Kibi-type Granitoid-hosted gold mineralization.

• 16.6 metres grading 0.96 g/t gold, including 3.47 g/t gold over 3.0 metres, from down-hole depth of 41 metres in #KBDD21380 at newly identified Lone Tree shear; with drill-fence tracing auriferous structure over 125 metre down-dip distance from surface.

• 6 -

Recent detailed 3D litho-structural modelling indicates that the Double 19 gold mineralization is emplaced within the inner arc of a tight, steep NE-plunging, isoclinally folded diorite body. With the mineralization traced to date along the fold hinge over an approximately 285 metre down-plunge distance from surface (~150 metres vertical). The present drilling successfully extended the recently identified NW Limb zone mineralization approximately 50 metres to the northeast with drilling efforts to date demonstrating the continuity of the NW Limb Zone over an approximately 160 metre trend-length of the fold structure (~ 240 metre down-plunge distance) and down to a vertical depth of approximately 200 metres. The Double 19 deposit has a current inferred mineral resource of 48,000 ounces of gold (0.61 million tonnes at an average grade of 2.43 g/t gold).

The Double 19 deposit, located in Zone 3, along with the Big Bend, East Dyke, South Ridge and Mushroom deposits in Zone 2, form part of a maiden mineral resource estimate (October 26, 2012) on the Company's Kibi Gold Project. In aggregate, these five gold deposits lying within approximately 1.6 kilometres of each other are estimated to encompass an indicated mineral resource of 3.38 million tonnes grading 2.56 g/t gold for 278,000 ounces of contained gold and an additional inferred mineral resource of 2.35 million tonnes grading 1.94 g/t gold for 147,000 ounces of contained gold (@ base case 0.5 g/t cut-off). The Zone 2 - Zone 3 maiden mineral resource represents the first ever mineral resource generated on a lode gold project within the Kibi Gold Belt. Gold mineralization is characterized by auriferous quartz vein sets hosted in Belt-type granitoids geologically analogous to other "Granitoid-hosted" gold deposits of Ghana, including Kinross Gold's Chirano and Newmont Mining's Subika deposits in the Sefwi gold belt. The above mineral resource estimate was filed in accordance with National Instrument 43-101 (NI 43-101) requirements with the Technical Report entitled "Independent Technical Report, Apapam Concession, Kibi Project, Eastern Region, Ghana", prepared by SEMS Explorations and dated October 31, 2012, filed under the Company's profile on SEDAR at www.sedar.com.

We did not conduct any exploration activities on our Kwabeng, Pameng, Banso and Muoso projects during the current reporting period.

Exploration activities for the March 2020 quarter focussed on the Kibi Gold Project (Apapam Mining Lease) with the continuation of the target generation drilling program geared towards the identification of new resource expansion opportunities within the Zone 2 - Zone 3 maiden mineral resource footprint area. A total of 26 diamond core boreholes totaling 3,213 metres have been completed to date by the Company's in-house drilling crew during the ongoing drilling program initiated in late September 2019, including 15 boreholes totalling 2,009 metres during the present quarter. The target generation drilling program is designed to follow up on early stage gold shoots / showings discovered by previous drilling / trenching efforts (2008 - 2012) and to test prospective litho-structural gold settings identified by recently completed 3D geological modelling.

The assay results for the initial 16 boreholes (1,643 metres) of the ongoing resource expansion target generation program completed from September 24, 2019 to January 27, 2020 were reported by the Company on February 26, 2020, including the following highlights:

• 49 metres grading 1.1 grams per tonne ("g/t") gold, including 1.42 g/t gold over 31.6 metres and 45.1 metres grading 1.51 g/t gold, including 2.24 g/t gold over 26.4 metres from down-hole depths of 47 metres and 32 metres in #KBDD19304 and #KBDD20306 respectively, on adjacent 25 metre spaced drill-fan patterns (Road Cut Zone);

• gold mineralization now traced over an approximately 110 metre strike length and to 90 metre vertical depth on the Road Cut Zone; with newly developing gold body lying within 65 metres of the southern margin (footwall) of the flagship Big Bend gold deposit; and

• step-out drilling successfully traced gold mineralization over an approximately 200 metre strike length of the host diorite body to the southeast of the South Ridge gold deposit; including exploration significant drill intercepts of 1.5 metres grading 4.94 g/t gold and 6.2 metres grading 0.87 g/t gold in #KBDD19297 and #KBDD19303 respectively (South Ridge - SE Extension target).

The initial phase of the resource expansion target generation drill program focussed primarily on the Road Cut Zone and the South Ridge - SE Extension target with 8 holes (790.5 metres) and 4 holes (468 metres) on each target, respectively. The Road Cut Zone was subjected to follow up drilling with North-South drill targeting based on recent detailed geological modelling work. The drilling (8 holes) tested the ENE-trending / steep northerly dipping Road Cut auriferous system over an approximately 100 metre strike length, including: three (3) south trending drill-fan patterns (-55^o^/ -75^o^) at 25 metre spacing and two (2) northerly trending boreholes (scissor-pattern) designed to further define the geometry / attitude of the host diorite body and of the gold-bearing vein system.

• 7 -

Initial follow up drilling efforts on the Road Cut Zone traced the gold mineralization over an approximately 110 metre strike length and to a 90 metre vertical depth; with the newly developing gold body lying within 65 metres of the southern margin (footwall) of the Kibi Gold Project's flagship Big Bend gold deposit. The Road Cut auriferous vein system is emplaced in a parallel diorite body exhibiting a similar NW to ENE flexure in strike-geometry has the flexure appearing to control the Big Bend deposit gold mineralization. The Big Bend deposit has a current indicated mineral resource of 2.72 million tonnes grading 2.44 grams per tonne ("g/t") gold for 213,000 ounces of contained gold and an additional inferred mineral resource of  0.52 million tonnes grading 1.6 g/t gold for 27,000 ounces of contained gold

Step-out drilling (4 holes) successfully traced gold mineralization over an approximately 200 metre strike length of the host diorite body to the southeast of the South Ridge gold deposit (i.e., South Ridge - SE Extension target). Of exploration significance are typical Kibi-type granitoid hosted gold mineralization intercepts produced by a drill-fan pattern (-60^o^ / -80^o^) collared approximately 200 metres southeast of the South Ridge resource body, including: 5.2 metres grading 0.41 g/t gold from a down-hole depth of 62.8 metres in the upper #KBDD19302 hole; and 6.2 metres grading 0.87 g/t gold from a down-hole depth of 73 metres in the lower #KBDD19303 hole, approximately 25 metres down dip from the #KBDD19302 intercept. The South Ridge deposit has a current inferred mineral resource estimate of 0.9 million tonnes grading 1.48 g/t gold for 43,000 ounces of contained gold.

The Big Bend and South Ridge deposits, along with the East Dyke and Mushroom deposits in Zone 2 and the Double 19 deposit in Zone 3, form part of a maiden mineral resource estimate (October 26, 2012) on the Company's Kibi Gold Project. In aggregate, these five gold deposits lying within approximately 1.6 kilometres of each other are estimated to encompass an indicated mineral resource of 3.38 million tonnes grading 2.56 g/t gold for 278,000 ounces of contained gold and an additional inferred mineral resource of 2.35 million tonnes grading 1.94 g/t gold for 147,000 ounces of contained gold (@ base case 0.5 g/t cut-off). The Zone 2 - Zone 3 maiden mineral resource represents the first ever mineral resource generated on a lode gold project within the Kibi Gold Belt. Gold mineralization is characterized by auriferous quartz vein sets hosted in Belt-type granitoids geologically analogous to other "Granitoid-hosted" gold deposits of Ghana, including Kinross Gold's Chirano and Newmont Mining's Subika deposits in the Sefwi gold belt. The above mineral resource estimate was filed in accordance with National Instrument 43-101 (NI 43-101) requirements with the Technical Report entitled "Independent Technical Report, Apapam Concession, Kibi Project, Eastern Region, Ghana", prepared by SEMS Explorations and dated October 31, 2012, filed under the Company's profile on SEDAR at www.sedar.com.

We did not conduct any exploration activities on our Kwabeng, Pameng, Banso and Muoso projects during the March 31, 2020 reporting period.

Cautionary Note on Mineral Resources: Mineral resources are not mineral reserves and by definition do not demonstrate economic viability. This mineral resource estimate includes inferred mineral resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated resource categories through further drilling, or into mineral reserves, once economic considerations are applied. The stated figures for contained gold are in-situ mineral resources.

We reported a gain of $2,699,135 related to other items for the three months ended March 31, 2021 compared to a gain of $664,589 for the three months ended March 31, 2020.  Gold recovery, and the mark to market value of the investment portfolio in 2021 created most of the difference in the comparative periods.

During the three months ended March 31, 2021 and 2020, gold recovery operations were in the normal range of expectations.  We sold 2,017 ounces of fine gold from our gold recovery operations in the three months ended March 31, 2021 compared to 1,172 ounces of fine gold from our share of the placer gold operations received during the three months ended March 31, 2020.  Our gold receipts, after royalties and expenses during the three months ended March 31, 2021 generated a gain on gold recovery of $2,328,564 (March 31, 2020 - gain of $851,786).  We recovered 1,500 raw ounces of gold during Q1 2021.  Gold sales relating to our share of gold is not recognized until the risks and rewards of ownership passed to the buyer.  These placer gold recovery operations were contracted to local Ghanaian groups.  We pay a 5% government royalty on our gold sales.  Using local contractors promotes the local economy while avoiding illegal workings on our projects.

During the three months ended March 31, 2021, our company had a foreign exchange loss of $11,879 compared to a loss of $77,557 in the three months ended March 31, 2020.  The U.S. dollar strengthened during the quarter against the Canadian dollar and Ghanaian cedi.

• 8 -

Our company recognized a trading and holding gain on marketable securities of $370,195.  Unrealized gains and losses reflect mark-to-market changes in the investment portfolio during a period.  Since a significant portion of the portfolio is held in Canadian denominated securities, the devaluation of the Canadian dollar in the quarter negatively affected carrying values.  A realized gain is recognized when securities are sold from the investment portfolio, being the difference between the selling price and the purchase price of the security sold.  At the time of the sale, any mark-to-market gain or loss which is related to the security sold, previously recognized in unrealized gains and losses, are reversed.

Recent Capital Raising Transactions

Our activities, principally the exploration and acquisition of properties for gold and other metals, may be financed through joint ventures or through the completion of equity transactions such as equity offerings and the exercise of stock options and warrants.

During 2021, the company issued 130,000 shares at prices between CAD$0.23 and CAD$0.50 per share for cash proceeds of $30,180 on the exercise of stock options.

During 2020, the company issued 885,000 shares at CAD$0.50 per share for cash proceeds of $334,132 on the exercise of warrants and issued 346,500 shares at prices between CAD$0.15 and CAD$0.50 per share for cash proceeds of $71,912 on the exercise of stock options.

There were no capital raising transactions in 2021, nor in 2020.

Liquidity and Capital Resources

We are an exploration company focused on gold and associated commodities and do not have operating revenues; and therefore, we must utilize our current cash reserves, income from placer gold sales, income from investments, funds obtained from the exercise of stock options and warrants and other financing transactions to maintain our capacity to meet the planned exploration programs, or to fund any further development activities.  There is no certainty that future financing will be available to us in the amounts or at the times desired on terms acceptable to us, if at all.

Cash on hand was increased by $2.2 million during the first three months of 2021, to $6.7 million.  Operations provided cash of $2.4 million.  Cash of $0.9 million was used to purchase investments in 2021 while proceeds from the sale of investments generated $0.8 million of cash.  Inventory was decreased by $0.3 million due to the timing of smelt shipments.  Payables were increased, mostly due to gold recovery expenses and an accrual for income taxes payable in Ghana related to 2021 operations.  Cash of $0.1 million was used to purchase fixed assets, pickup trucks, during 2021.  Cash of $0.1 million was used to repurchase shares in 2021.

During the period ended March 31, 2021, 41,900 shares were re-purchased for $47,178 and were cancelled. A total of 5,200 common shares re-purchased in 2020 for $4,857 were cancelled in 2021.  A further total of 52,200 common shares were re-purchased in March 2021, for $49,060 and held in treasury.  These 52,200 shares were cancelled in April 2021.

Our shares of common stock, warrants and stock options outstanding as of May 6, 2021, March 31, 2021, and December 31, 2020, were as follows:

	May 6, 2021	March 31, 2021	December 31, 2020
Common Shares	46,847,717	46,899,917	46,817,017
Warrants	-	-	-
Stock Options	2,506,000	2,506,000	2,636,000
Fully diluted	49,353,717	49,405,917	49,453,017

Subsequent to March 31, 2021, 52,200 shares which were purchased in March 2021 were cancelled.  In April 2021, 84,900  shares were purchased and these shares will be cancelled in the normal course of operations.

As of the date of this MD&A, the exercise of all outstanding options would raise approximately $0.9 million, however such exercise is not anticipated until the market value of our shares of common stock increases in value.

• 9 -

We remain debt free and our credit and interest rate risk is limited to interest-bearing assets of cash and bank or government guaranteed investment vehicles.  Accounts payable and accrued liabilities are short-term and non-interest bearing.

Our liquidity risk with financial instruments is minimal as excess cash is invested with a Canadian financial institution in government-backed securities or bank-backed guaranteed investment certificates.

Our fiscal 2021 budget to carry out our plan of operations is approximately $1,800,000 as disclosed in our Plan of Operations section above and in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview".  These expenditures are subject to change if management decides to scale back or accelerate operations.  We believe that we are adequately capitalized to achieve our operating plan for fiscal 2021.  However, our losses raise substantial doubt about our ability to continue as a going concern. Our auditors have issued an explanatory paragraph in their audit opinion for the year end December 31, 2020.

Going Concern

The Company is in development as an exploration company.  It may need financing for its exploration and acquisition activities.  Although the Company has incurred a gain of $1,920,672 for the period ended March 31, 2021, it has an accumulated a deficit of $20,892,469.  Results for the period ended March 31, 2021 are not necessarily indicative of future results. The uncertainty of gold recovery and he fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management of the Company ("Management") is of the opinion that sufficient financing will be obtained from external sources and further share issuances will be made to meet the Company's obligations.  The Company's discretionary exploration activities do have considerable scope for flexibility in terms of the amount and timing of exploration expenditure, and expenditures may be adjusted accordingly if required.

Related Party Transactions

During the three-month periods ended March 31, 2021 and 2020, the Company entered into the following transactions with related parties:

		March 31, <br>2021		March 31, 2020
Consulting fees paid or accrued to officers or their companies	$	465,859	$	233,211
Directors' fees		592		564
Stock option grants to officers and directors		-		-
Stock option grant price range		-		-

Of the total consulting fees noted above, $372,042 (March 31, 2020 - $188,281) was incurred by the Company to a private company of which a related party is a 50% shareholder and director.  The related party was entitled to receive $186,021 (March 31, 2020 - $94,141) of this amount.  As at March 31, 2021, a balance of $110,087 (December 31, 2020 - a prepaid balance of $12,065) is due to this related company.

During the three months ended March 31, 2021 and 2020 the Company did not grant stock options to insiders.

Material Commitments

Mineral Property Commitments

Our company is committed to expend, from time to time fees payable:

● to the Minerals Commission of Ghana for:

(a) to the Minerals Commission for:

• 10 -

(i) a new grant or renewal of an expiry date of a prospecting license (currently an annual fee maximum of $70.00 per cadastral unit/or 21.24 hectare);

(ii) a new grant or renewal of a mining lease (currently an annual fee maximum of $1,000.00 per cadastral units/or 21.24 hectare); and

(iii) annual operating permits;

(b) to the Environmental Protection Agency ("EPA") (of Ghana) for:

i) processing and certificate fees with respect to EPA permits;

ii) the issuance of permits before the commencement of any work at a particular concession; or

iii) the posting of a bond in connection with any mining operations undertaken by the Company;

(c) for a legal obligation associated with our mineral properties for clean up costs when work programs are completed.

Purchase of Significant Equipment

We consider the availability of equipment to conduct our exploration activities.  In 2021 we purchased two pickup trucks.  In 2020 we purchased a second drill, a dozer, some pickups and a generator. While we do not expect we will be buying any additional equipment in the foreseeable future, we will continue to assess the situation and weigh our program needs against equipment availability.

Off Balance Sheet Arrangements

Our company has no off balance sheet arrangements.

Fair value of financial assets and liabilities

We invest all excess cash primarily in time deposits, money market funds, corporate debt securities, equities, limited partnerships, and rights and warrants.

We classify all marketable debt securities that have stated maturities of three months or less from the date of purchase as cash equivalents and those with stated maturities of greater than three months as marketable securities on our Consolidated Balance Sheets.

We determine the appropriate classification of our investments in marketable debt securities at the time of purchase and re-evaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as trading securities. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these debt securities prior to their stated maturities. For all of our marketable debt securities we have elected the fair value option, for which changes in fair value are recorded in other income (expense), net. We determine any realized gains or losses on the sale of marketable debt securities on a specific identification method, and we record such gains and losses as a component of other income (expense), net.

The following tables summarize our debt securities, at their fair value, by significant investment categories as of March 31, 2021 and December 31, 2020:

Level 1 - Cash equivalents		March 31, 2021		December 31, 2020
Money market funds	$	4,479,790	$	3,772,568
	$	4,479,790	$	3,772,568

• 11 -

		March 31, <br>2021		Quoted Prices<br>in Active<br>Markets<br>(Level 1)		Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
Cash and cash equivalents	$	6,674,232	$	6,674,232	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		2,865,193		2,865,193		-		-
Total	$	9,835,747	$	9,835,747	$	-	$	-
		December 31, 2020		Quoted Prices<br>in Active<br>Markets<br>(Level 1)		Significant<br>Other<br>Observable<br>Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
---	---	---	---	---	---	---	---	---
Cash and cash equivalents	$	4,451,256	$	4,451,256	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		2,345,984		2,345,984		-		-
Total	$	7,093,562	$	7,093,562	$	-	$	-

Critical Accounting Estimates and Changes in Accounting Policies

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties, inputs used in the calculation of stock-based compensation and warrants, inputs used in the calculation of the asset retirement obligation, and the valuation allowance applied to deferred income taxes.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.

Caution Regarding Forward-Looking Statements

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements").  These statements relate to future events or our company's future performance.  All statements other than statements of historical fact are forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to differ materially from those anticipated in such forward-looking statements.  The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-Looking Statements	Assumptions	Risk Factors
Potential of Xtra-Gold's properties to contain economic gold deposits and other mineral deposits and/or to become near-term and/or low-cost producers	Availability of financing for our projects.<br><br> <br>Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable.<br><br> <br>Operating, exploration and development costs will be consistent with our expectations.<br><br> <br>Ability to retain and attract skilled staff.<br><br> <br>All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold, including development of any deposit in compliance with Ghanaian mining law.<br><br> <br>Social engagement and local acceptance of our projects.<br><br> <br>Economic, political and industry market conditions will be favourable.	Changes in the capital markets impacting availability of future financings.<br><br> <br>Uncertainties involved in interpreting geological data and confirming title to acquired properties.<br><br> <br>Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations.<br><br> <br>Variations from the technical reports.<br><br> <br>Increases in costs, environmental compliance and changes in environmental, local legislation and regulation, community support and the political and economic climate.<br><br> <br>Price volatility of gold and other associated commodities impacting the economics of our projects.

• 12 -

Potential to expand the NI 43-101 resources on Xtra-Gold's existing projects and achieve its growth targets	Availability of financing.<br><br> <br>Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable.<br><br> <br>NI 43-101 technical reports are correct and comprehensive.<br><br> <br>Operating, exploration and development costs will be consistent with our expectations.<br><br> <br>Ability to retain and attract skilled staff.<br><br> <br>All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold.<br><br> <br>Social engagement and local acceptance of our projects.<br><br> <br>Economic, political and industry market conditions will be favourable.<br><br> <br>Continuance of gold recovery operations.	Changes in the capital markets impacting availability of future financings.<br><br> <br>Uncertainties involved in interpreting geological data and confirming title to acquired properties.<br><br> <br>Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations.<br><br> <br>Variations from the technical reports.<br><br> <br>Increases in costs, environmental compliance and changes in environmental, local legislation and regulation, community support and the political and economic climate.<br><br> <br>Price volatility of gold and other associated commodities impacting the economics of our projects.<br><br> <br>Continued cooperation of government bodies to conduct placer operations.
Ability to meet working capital needs for fiscal 2021	Operating and exploration activities and associated costs will be consistent with our current expectations.<br><br> <br>Capital markets and financing opportunities are favourable to Xtra-Gold.<br><br> <br>Sale of any investments, if warranted, on acceptable terms.<br><br> <br>Xtra-Gold continues as a going concern.	Changes in the capital markets impacting availability and timing of future financings on acceptable terms.<br><br> <br>Increases in costs, environmental compliance and changes in environmental, other local legislation and regulation.<br><br> <br>Adjustments to currently proposed operating and exploration activities.<br><br> <br>Price volatility of gold and other commodities impacting sentiment for investment in the resource markets.

• 13 -

Plans, costs, timing and capital for future exploration and development of Xtra-Gold's properties including the potential impact of complying with existing and proposed laws and regulations	Availability of financing for our exploration and development activities.<br><br> <br>Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable.<br><br> <br>Operating, exploration and development costs will be consistent with our expectations.<br><br> <br>Ability to retain and attract skilled staff.<br><br> <br>All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold.<br><br> <br>Economic, political and industry market conditions will be favourable.	Changes in the capital markets impacting availability of future financings.<br><br> <br>Uncertainties involved in interpreting geological data and confirming title to acquired properties.<br><br> <br>Possibility of future exploration results, metallurgical test work and economic studies will not be consistent with our expectations.<br><br> <br>Increases in costs, environmental compliance and changes in environmental, local legislation and regulation and political and economic climate.<br><br> <br>Price volatility of gold and other commodities impacting the economics of our projects.
Management's outlook regarding future trends	Availability of financing.<br><br> <br>Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable.<br><br> <br>Prices for gold and other commodities will be favourable to Xtra-Gold.<br><br> <br>Government regulation in Ghana will support development of any deposit.	Price volatility of gold and other commodities impacting the economics of our projects and appetite for investing in junior gold exploration equities.<br><br> <br>Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations.<br><br> <br>Increases in costs, environmental compliance and changes in economic, political and industry market climate.
Covid-19	Actual results of our exploration, gold recovery and continuity of operations.	The first cases of Covid-19 were detected much later in Ghana than other parts of the world, and Government action has limited the incidence of transmission.  The Company continues to monitor the potential effects on its operations and is implementing protocol to hopefully help in minimize its impact.  However, investors are cautioned this is an evolving issue, and that there is not guarantee the Company's protocols will be effective.<br><br> <br>Increased costs and reduced ability to access the properties could affect exploration results and gold recovery results.

• 14 -

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Xtra-Gold's ability to predict or control.  Please also make reference to those risk factors listed in the "Risk Factors" section above.  Readers are cautioned that the above chart is not exhaustive of the factors that may affect the forward-looking statements, and that the underlying assumptions may prove to be incorrect.  Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Xtra-Gold's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements.  All forward-looking statements herein are qualified by this cautionary statement.  Accordingly, readers should not place undue reliance on forward-looking statements.  Our company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law.  If our company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Dated: May 6, 2021

Xtra-Gold Resources Corp.: Exhibit 99.3 - Filed by newsfilecorp.com

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, James Longshore, Chief Executive Officer of XTRA-GOLD RESOURCES CORP., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of XTRA-GOLD RESOURCES CORP. (the "issuer") for the interim period ended March 31, 2021

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control-Integrated Framework - published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ****

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design:  N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2021 **** and ended on March 31, 2021 **** that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 6, 2021

___James Longshore______

James Longshore

Chief Executive Officer

Xtra-Gold Resources Corp.: Exhibit 99.4 - Filed by newsfilecorp.com

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Victor Nkansa, Chief Financial Officer of XTRA-GOLD RESOURCES CORP., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of XTRA-GOLD RESOURCES CORP. (the "issuer") for the interim period ended March 31, 2021.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control-Integrated Framework - published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ****

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design:  N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2021 **** and ended on March 31, 2021 **** that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 6, 2021

____Victor Nkansa_______

Victor Nkansa

Chief Financial Officer