Xtra-Gold Resources Corp 6-K, filed Nov 5, 2025
Xtra-Gold Resources Corp (XTGRF)
About this 6-K
Xtra-Gold Resources Corp filed this 6-K on November 5, 2025.
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: | October 2025 |
| Commission File Number | 333-183376 |
(Translation of registrant's name into English)
Miramar Villas #21, Garden 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) ☐
EXPLANATORY NOTE
On October 28, 2025, 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 nine months ended September 30, 2025.
● Management’s discussion and analysis of financial conditions and results of operations for the nine months ended September 30, 2025.
- 2 -
● Form 52-109F2 - Certification of interim filings – Full Certification on for the nine months ended September 30, 2025, by the Company’s Chief Executive Officer (“CEO”); and
● Form 52-109F2 - Certification of interim filings – Full Certification on for the nine months ended September 30, 2025, by the Company’s Chief Financial Officer (“CFO”).
SUBMITTED HEREWITH
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.
| XTRA-GOLD RESOURCES CORP. (Registrant) |
||
| Date: October 28, 2025 | ||
| By: | /s/ James Longshore | |
| James Longshore, | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
XTRA-GOLD RESOURCES CORP.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
for the Nine Months Ended
September 30, 2025
(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
XTRA-GOLD RESOURCES CORP.
INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars - Unaudited)
| AS AT |
September 30, 2025 | December 31, 2024 |
||||
| ASSETS | ||||||
| Current | ||||||
| Cash and cash equivalents | $ | 13,548,386 | $ | 8,176,313 | ||
| Investment in trading securities | 3,648,151 | 3,221,598 | ||||
| Prepaids (Note 3) | 372,587 | 186,994 | ||||
| Inventory | 171,635 | 1,160,986 | ||||
| Total current assets | 17,740,759 | 12,745,891 | ||||
| Restricted cash (Note 2, 7) | 296,322 | 296,322 | ||||
| Equipment, net (Note 4) | 560,767 | 447,416 | ||||
| Mineral properties (Note 5) | 734,422 | 734,422 | ||||
| TOTAL ASSETS | $ | 19,332,270 | $ | 14,224,051 | ||
| LIABILITIES AND EQUITY | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities (Note 6) | $ | 2,066,565 | $ | 1,805,618 | ||
| Due to related parties (Note 9) | 628,314 | 90,602 | ||||
| Asset retirement obligation (Note 7) | 94,884 | 94,885 | ||||
| Total current liabilities | 2,789,763 | 1,991,105 | ||||
| Total liabilities | 2,789,763 | 1,991,105 | ||||
| Commitment and contingencies (Note 12) | ||||||
| Equity | ||||||
| Capital stock (Note 8) | ||||||
| Authorized - 250,000,000 common shares with a par value of $0.001 | ||||||
| Issued and outstanding | ||||||
| 45,779,717 common shares (December 31, 2024 - 45,994,517 common shares) | 45,751 | 45,995 | ||||
| Additional paid in capital | 31,347,911 | 31,667,831 | ||||
| Shares in treasury | (29,201 | ) | (17,239 | ) | ||
| Accumulated deficit | (15,583,801 | ) | (19,835,914 | ) | ||
| Total Xtra-Gold Resources Corp. stockholders' equity | 15,780,660 | 11,860,673 | ||||
| Non-controlling interest | 761,847 | 372,273 | ||||
| Total equity | 16,542,507 | 12,232,946 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 19,332,270 | $ | 14,224,051 |
The accompanying notes are an integral part of these interim consolidated financial statements.
XTRA-GOLD RESOURCES CORP.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars - Unaudited)
| Three Month Period Ended Sept. 30, 2025 |
Three Month Period Ended Sept. 30, 2024 |
Nine Month Period Ended Sept. 30, 2025 |
Nine Month Period Ended Sept. 30, 2024 |
|||||||||
| EXPENSES | ||||||||||||
| Amortization | $ | 38,272 | $ | 37,473 | $ | 94,460 | $ | 107,214 | ||||
| Exploration | 396,929 | 175,053 | 1,160,987 | 611,162 | ||||||||
| General and administrative | 174,335 | 65,466 | 614,472 | 498,308 | ||||||||
| EXPENSES BEFORE OTHER INCOME (EXPENSES) | (609,536 | ) | (277,992 | ) | (1,869,919 | ) | (1,216,684 | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||||||
| Recovery of gold, net (Note 11) | 1,901,349 | 1,932,143 | 4,323,556 | 4,166,130 | ||||||||
| Foreign exchange gain (loss) | 796,836 | (73,341 | ) | 1,727,837 | (80,357 | ) | ||||||
| Net gain (loss) on trading securities | 470,209 | 121,496 | 786,500 | 360,352 | ||||||||
| Interest earned and dividends | 91,160 | 96,498 | 273,713 | 299,794 | ||||||||
| Impairment loss on trading securities | - | - | - | - | ||||||||
| INCOME FROM OTHER ITEMS | 3,259,554 | 2,076,796 | 7,111,606 | 4,745,919 | ||||||||
| Income before tax | 2,650,018 | 1,798,804 | 5,241,687 | 3,529,235 | ||||||||
| Income tax expense | (200,000 | ) | (200,000 | ) | (600,000 | ) | (600,000 | ) | ||||
| Net income | 2,450,018 | 1,598,804 | 4,641,687 | 2,929,235 | ||||||||
| Net gain attributable to non-controlling interest | (180,899 | ) | (136,206 | ) | (389,574 | ) | (290,886 | ) | ||||
| Net income attributable to Xtra-Gold Resources Corp. | $ | 2,269,119 | $ | 1,462,598 | $ | 4,252,113 | $ | 2,638,349 | ||||
| Basic income attributable to common shareholders per common share |
$ | 0.05 | $ | 0.03 | $ | 0.09 | $ |
0.06 | ||||
| Diluted income attributable to common shareholders per common share |
$ | 0.05 | $ | 0.03 | $ | 0.09 | $ |
0.06 | ||||
| Basic weighted average number of common shares outstanding | 45,778,451 | 46,030,193 | 45,857,136 | 46,084,764 | ||||||||
| Diluted weighted average number of common shares outstanding | 48,423,611 | 48,953,693 | 48,354,926 | 49,008,264 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
XTRA-GOLD RESOURCES CORP.
CONSOLIDATED STATEMENTS OF EQUITY
(Expressed in U.S. Dollars - Unaudited)
| |
Common Stock | ||||||||||||||||||||
| Number of Shares |
Amount | Additional Paid in Capital |
Shares in Treasury |
Accumulated Deficit |
Non- Controlling Interest |
Total | |||||||||||||||
| Balance, December 31, 2023 | 46,201,217 | $ | 46,201 | $ | 31,704,814 | $ | (20,744 | ) | $ | (21,511,326 | ) | $ | 122,538 | $ | 10,341,483 | ||||||
| Stock-based compensation | - | - | 139,138 | - | - | - | 139,138 | ||||||||||||||
| Repurchase of shares | (174,400 | ) | (174 | ) | (147,214 | ) | 20,744 | - | - | (126,644 | |||||||||||
| Shares in treasury | - | - | 11,980 | (11,980 | ) | - | - | - | |||||||||||||
| Net income | - | - | - | - | 2,638,349 | 290,886 | 2,929,235 | ||||||||||||||
| Balance, September 30, 2024 | 46,026,817 | 46,027 | 31,708,718 | (11,980 | ) | (18,872,977 | ) | 413,434 | 13,283,212 | ||||||||||||
| Repurchase of shares | (32,300 | ) | (32 | ) | (40,877 | ) | 11,980 | - | - | (28,929 | ) | ||||||||||
| Shares in treasury | - | - | - | (17,239 | ) | - | - | (17,239 | ) | ||||||||||||
| Net income | - | - | - | - | (962,937 | ) | (41,161 | ) | (1,004,098 | ) | |||||||||||
| Balance, December 31, 2024 | 45,994,517 | 45,995 | 31,667,831 | (17,239 | ) | (19,835,914 | ) | 372,273 | 12,232,946 | ||||||||||||
| Stock-based compensation | - | - | 41,680 | - | - | - | 41,680 | ||||||||||||||
| Repurchase of shares | (243,300 | ) | (244 | ) | (361,600 | ) | 17,239 | - | - | (344,605 | ) | ||||||||||
| Shares in treasury | - | - | - | (29,201 | ) | - | - | (29,201 | ) | ||||||||||||
| Net income | - | - | - | - | 4,252,113 | 389,574 | 4,641,687 | ||||||||||||||
| Balance, September 30, 2025 | 45,751,217 | $ | 45,751 | $ | 31,347,911 | $ | (29,201 | ) | $ | (15,583,801 | ) | $ | 761,847 | $ | 16,542,507 | ||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
XTRA-GOLD RESOURCES CORP.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars - Unaudited)
| Nine Month Period Ended Sept. 30, 2025 |
Nine Month Period Ended Sept. 30, 2024 |
|||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income for the period | $ | 4,641,687 | $ | 2,929,235 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 94,460 | 107,214 | ||||
| Stock-based compensation | 41,680 | 139,138 | ||||
| Unrealized foreign exchange loss (gain) | (380,471 | ) | (45,764 | ) | ||
| Net (gain) loss on sales of trading securities | (786,500 | ) | (360,352 | ) | ||
| Impairment loss on trading securities | - | - | ||||
| Changes in operating assets and liabilities: | ||||||
| (Increase) decrease in receivables and other assets | (185,593 | ) | (61,682 | ) | ||
| Decrease (increase) in inventory | 989,351 | 593,238 | ||||
| Change in asset retirement obligation | (1 | ) | 6,943 | |||
| Increase (decrease) in accounts payable and accrued liabilities | 260,947 | 471,440 | ||||
| Increase (decrease) in due to related parties | 537,712 | 38,187 | ||||
| Net cash provided by operating activities | 5,213,272 | 3,817,597 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of trading securities | (2,866,640 | ) | (2,205,133 | ) | ||
| Proceeds on sale of trading securities | 3,607,058 | 1,958,782 | ||||
| Acquisition of equipment | (207,811 | ) | (40,857 | ) | ||
| Net cash used in investing activities | 532,607 | (287,208 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Repurchase of capital stock | (373,806 | ) | (126,644 | ) | ||
| Net cash (used in) provided by financing activities | (373,806 | ) | (126,644 | ) | ||
| Change in cash and cash equivalents and restricted cash during the period | 5,372,073 | 3,403,745 | ||||
| Cash and cash equivalents and restricted cash, beginning of the year | 8,472,635 | 7,450,784 | ||||
| Cash and cash equivalents and restricted cash, end of the period | $ | 13,844,708 | $ | 10,854,529 | ||
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | ||||||
| Cash and cash equivalents at beginning of year | $ | 8,176,313 | $ | 7,154,462 | ||
| Restricted cash at beginning of year | 296,322 | 296,322 | ||||
| Cash and cash equivalents and restricted cash at beginning of year | $ | 8,472,635 | $ | 7,450,784 | ||
| Cash and cash equivalents at end of period | $ | 13,548,386 | $ | 10,558,207 | ||
| Restricted cash at end of period | 296,322 | 296,322 | ||||
| Cash and cash equivalents and restricted cash at end of period | $ | 13,844,708 | $ | 10,854,529 | ||
Supplemental disclosure with respect to cash flows (Note 10)
The accompanying notes are an integral part of these interim consolidated financial statements.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
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. The Company has also engaged in recovery of gold through alluvial operations on its claims. 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. SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
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, 2024, included in our Annual Report on Form 20-F, filed with the SEC on May 15, 2025. 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.
Principles of consolidation
These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, XG Exploration and its 90% owned subsidiary, XG Mining. 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, the valuation allowance applied to level 3 investments, 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. At September 30, 2025 and December 31, 2024, 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.
Prepaids
Prepaid amounts are recognized in an earlier period than they are expensed. These amounts are expensed in the period to which they relate.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
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 recovered from alluvial operations. 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. Recovery of gold, net of expenses, is not related to exploration and is not the core business of the Company, so proceeds from gold recovery are recognized as other income.
Trading securities
The Company's trading securities are reported at fair value, with realized and unrealized gains and losses included in earnings.
Non-Controlling Interest
The consolidated financial statements include the accounts of XG Mining. 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 depreciated over its estimated useful lives, which recognizes operating conditions in Ghana, 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. The mineral properties do not fall under the guidance of ASC 842, "Lease Accounting".
Impairment of long-lived assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
No impairment charge was deemed necessary for mineral properties in 2025 or 2024. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell.
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 its 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.
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.
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 accounts for freestanding warrants within stockholder's equity or as liabilities based on the characteristics and provisions of each instrument. The Company evaluates outstanding warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, "Derivatives and Hedging". If none of the criteria in the evaluation in these standards are met, the warrants are classified as a component of stockholders' equity and initially recorded at their grant date fair value without subsequent remeasurement. Warrants that meet the criteria are classified as liabilities and remeasured to their fair value at the end of each reporting period.
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.
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.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
Income (Loss) per share
Basic and diluted earnings or loss per share ("EPS") amounts in the consolidated financial statements are computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 260 - 10 "Earnings per Share", which establishes the requirements for presenting EPS. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. There was potential EPS dilution in the nine-month period ended September 30, 2025 and the year ended December 31, 2024 year.
Earnings per share calculations for the three and nine months ended September 30, 2025 and 2024, are as follows:
| Three months | Nine months | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income (loss) attributable to Xtra-Gold Resources Corp. | $ | 2,269,119 | $ | 1,462,598 | $ | 4,252,113 | $ | 2,638,349 | ||||
| Basic weighted average number of common shares outstanding | 45,778,451 | 46,030,193 | 45,857,136 | 46,084,764 | ||||||||
| Diluted weighted average number of common shares outstanding | 48,423,611 | 48,953,693 | 48,354,926 | 49,008,264 | ||||||||
| Basic income attributable to common shareholders per common share | $ | 0.05 | $ | 0.03 | $ | 0.09 | $ | 0.06 | ||||
| Diluted income attributable to common shareholders per common share | $ | 0.05 | $ | 0.03 | $ | 0.09 | $ | 0.06 | ||||
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 carrying amounts of cash and cash equivalents, trading securities, receivables, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of those financial instruments. 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, and marketable debt securities. Our financial assets measured at fair value on a non-recurring basis include non-marketable equity securities, which are adjusted to fair value when observable price changes are identified. Other financial assets and liabilities are carried at cost with fair value disclosed, if required.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the date of measurement. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
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.
Changes in Level 3 measurements
The following table presents changes in assets classified in Level 3 of the fair value hierarchy during the nine-month periods ended September 30, 2025 and 2024, attributable to the following:
| Private Investments- Non-Marketable Equity | 2025 | 2024 |
| Acquisition | - | - |
| Change in unrealized 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.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
The following tables summarize our investment in debt instruments, at their fair value, by significant investment categories as of September 30, 2025 and December 31, 2024:
| Level 1 - Cash equivalents | September 30, 2025 | December 31, 2024 | ||||
| Money market funds | $ | 7,741,592 | $ | 6,750,465 | ||
| $ | 7,741,592 | $ | 6,750,465 |
Cash, cash equivalents, and investments
| September 30, 2025 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
| Cash and cash equivalents | $ | 13,548,386 | $ | 13,548,386 | $ | - | $ | - | ||||
| Restricted cash | 296,322 | 296,322 | - | - | ||||||||
| Trading securities | 3,648,151 | 3,648,151 | - | - | ||||||||
| Total | $ | 17,492,859 | $ | 17,492,859 | $ | - | $ | - | ||||
| |
December 31, 2024 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||
| Cash and cash equivalents | $ | 8,176,313 | $ | 8,176,313 | $ | - | $ | - | ||||
| Restricted cash | 296,322 | 296,322 | - | - | ||||||||
| Trading securities | 3,221,598 | 3,221,598 | - | - | ||||||||
| Total | $ | 11,694,233 | $ | 11,694,233 | $ | - | $ | - | ||||
The fair values of cash and cash equivalents and marketable securities are determined through market, observable and corroborated sources.
Investment in 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.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The Company elected to measure non-marketable equity securities at its cost minus impairment (referred to as the measurement alternative). At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether non-marketable equity securities are impaired. If a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value, the carrying value of non-marketable equity securities will be written down to its fair value, and the impairment loss will be included in the consolidated statements of operations. The non-marketable equity securities are classified within Level 3 in the fair value hierarchy.
The Company valued all Level 2 and Level 3 investments at $Nil as of September 30, 2025 and December 31, 2024.
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. The Company held $6,874,373 and $6,750,465 as of September 30, 2025 and December 31, 2024, respectively, in low-risk cash and 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 sells its raw gold to one smelter. 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.
Recent Accounting Pronouncements
The Company has considered all recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.
3. PREPAIDS
Prepaids consist of the following amounts:
| September 30, 2025 | December 31, 2024 | |||||
| Prepaid insurance | $ | 67,998 | $ | 24,657 | ||
| Prepaid permit fees | 30,326 | 71,286 | ||||
| Legal advances | 65,454 | 73,455 | ||||
| Other | 3,294 | 17,596 | ||||
| $ | 167,072 | $ | 186,994 |
4. EQUIPMENT
| September 30, 2025 | |||||||||
Cost |
Accumulated Depreciation |
Net Book Value |
|||||||
| Exploration equipment | $ | 2,404,783 | $ | 2,039,567 | $ | 365,216 | |||
| Vehicles | 926,790 | 731,239 | 195,551 | ||||||
| $ | 3,331,573 | $ | 2,770,806 | $ | 560,767 | ||||
The company expensed $94,460 for depreciation in the nine-month period ended September 30, 2025.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
| December 31, 2024 | |||||||||
Cost |
Accumulated Depreciation | Net Book Value | |||||||
| Exploration equipment | $ | 2,282,277 | $ | 1,987,020 | $ | 295,257 | |||
| Vehicles | 841,485 | 689,326 | 152,159 | ||||||
| $ | 3,123,762 | $ | 2,676,546 | $ | 447,416 | ||||
The company expensed $136,638 for depreciation in 2024 of which $107,241 was expensed in the nine months ended September 30, 2024.
5. MINERAL PROPERTIES
The Kibi, Kwabeng and Pameng Projects were purchased as a group in 2004, and the purchase price was not allocated between the properties and camp facilities. As historical option payments received for the right to purchase projects from the Company in previous years have expired unexercised there are no third-party claims against the Projects. The Mineral Properties have a value of $734,422 as at September 30, 2025 and December 31, 2024. There was no impairment in the carrying value of the properties in the period ended September 30, 2025 or the year ended December 31, 2024.
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. The original Kwabeng and Pameng mining leases had an expired date of July 26, 2019, while the Apapam (the "Kibi") lease had an expiry date of December 17, 2015. Under the mineral laws, the Company has the right to apply for extensions of mining leases for up to a maximum of 30 years. The Company has applied for extensions on all three of its leases noted above for a further 15 years. The Kwabeng and Pameng extensions were filed on December 13, 2018, and the Kibi lease extension on June 17, 2015. To date, the Company has not received the extension documents from the government. Under mineral law, the old leases remain fully in force until the government issues the new lease documents. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission.
All gold production will be subject to a 5% 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 leased 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:
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 (note: all leases were in production well before the 2 year deadline); and
iv) pay a production royalty of 5% of gold sales to the Government of Ghana.
No project acquisition costs were recorded for the acquisition of Banso and Muoso Projects. In June 2023 the Company applied for an extension of the Muoso Project. The Banso lease expires on January 5, 2025 and the Company expects to apply for an extension of the Banso lease at that time.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
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 a mining lease (currently an annual fee maximum of $1,000.00 per cadastral units/or 21.24 hectare); and
(ii) 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.
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Trade payables and accrued liabilities are comprised as follows:
| September 30, 2025 | December 31, 2024 | |||||
| Trade payables | $ | 2,906 | $ | 12,507 | ||
| Accrued royalties and taxes | 1,970,242 | 1,753,580 | ||||
| Accrued other liabilities | 93,417 | 39,531 | ||||
| $ | 2,066,565 | $ | 1,805,618 | |||
| The following table shows the aging of the Company's trade payables: | ||||||
| September 30, 2025 | December 31, 2024 | |||||
| Current | $ | 2,906 | $ | 12,507 | ||
| >60 days | - | - | ||||
| $ | 2,906 | $ | 12,507 | |||
7. ASSET RETIREMENT OBLIGATION
| September 30, 2025 | December 31, 2024 | ||||
| Balance, beginning of year | $ | 94,885 | $ | 85,628 | |
| Change in obligation | (1) | 9,257 | |||
| Accretion expense | - | - | |||
| Balance, end of year | $ | 94,884 | $ | 94,885 | |
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 $94,884 and $94,885 at September 30, 2025 and December 31, 2024, respectively. During 2025 and 2024, 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 $296,322 which has been recorded in restricted cash.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
8. 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
The Company did not issue shares during the period ended September 30, 2025 or the year ended December 31, 2024.
Cancellation of shares
During the period ended September 30, 2025, a total of 230,000 common shares were re-purchased for $344,603 and were cancelled. A further total of 13,300 common shares that were re-purchased in 2024 for $17,739 were cancelled in 2025. A total of 16,100 common shares were re-purchased in 2025 for $29,201 and held in treasury. These 16,100 shares were cancelled in October 2025.
During the year ended December 31, 2024, a total of 178,200 common shares were re-purchased for $155,584 and cancelled. A further total of 28,500 common shares were re-purchased in 2023 for $20,744 and were cancelled in 2024. A total of 11,300 common shares were re-purchased for $17,739 and held in treasury. These 11,300 shares were cancelled in January 2025.
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 20 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 May 5, 2023 which was approved by the Company's shareholders at the annual and special meeting held on June 29, 2023.
At September 30, 2025, the following stock options were outstanding:
| Number of Options |
Exercise Price |
Expiry Date | ||
| 382,000 | CDN$0.15 | December 31, 2032 | ||
| 54,000 | CDN$0.60 | June 1, 2040 | ||
| 250,000 | CDN$0.20 | October 8, 2035 | ||
| 360,000 | CDN$1.23 | October 23, 2040 | ||
| 400,000 | CDN$0.40 | May 5, 2036 | ||
| 690,000 | CDN$0.30 | July 1, 2037 | ||
| 450,000 | CDN$0.81 | December 14, 2042 | ||
| 62,500 | CDN$0.92 | April 27, 2043 | ||
| 275,000 | CDN$1.30 | May 13, 2044 | ||
| 150,000 | CDN$2.59 | October 11, 2026 | ||
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
Stock option transactions and the number of stock options outstanding are summarized as follows:
| September 30, 2025 | December 31, 2024 | |||||||||||
| Number of Options |
Weighted Average Exercise Price |
Number of Options |
Weighted Average Exercise Price |
|||||||||
| Outstanding, beginning of year | 2,923,500 | CAD $ 0.41 | 2,648,500 | CAD $ 0.39 | ||||||||
| Granted | 150,000 | CAD $ 2.59 | 275,000 | CAD 1.30 | ||||||||
| Exercised | - | - | - | - | ||||||||
| Cancelled/Expired | - | - | - | - | ||||||||
| Outstanding, end of period | 3,073,500 | CAD $ 0.49 | 2,923,500 | CAD $ 0.41 | ||||||||
| Exercisable, end of period | 3,073,500 | CAD $ 0.49 | 2,923,500 | CAD $ 0.41 | ||||||||
The aggregate intrinsic value for options vested and for total options as of September 30, 2025 and December 31, 2024 respectively, is approximately $5,102,085 and $2,658,827. The weighted average contractual term of stock options outstanding and exercisable as at September 30, 2025 and December 31, 2024 respectively, is 8.0 years and 9.5 years.
The fair value of stock options granted, vested, and modified during the years ended December 31, 2024, 2023 and 2022 respectively, was $139,138, $23,750, and $237,078 which has been included in general and administrative expense.
The following assumptions were used for the Black-Scholes valuation of stock options granted or amended during the year ended December 31, 2024:
| 2024 | ||
| Risk-free interest rate | 4.52% | |
| Expected life | 5.0 years | |
| Annualized volatility | 57% | |
| Dividend rate | - |
On September 11, 2025 the Company granted 150,000 options at $1.86 (CAD$2.59) and recognized an expense of $41,680 as the options vested immediately. On May 13, 2024 the Company granted 275,000 options to insiders and others at $0.95 (CAD$1.30) and recognized an expense of $139,138 as the options vested immediately. On April 27, 2023 the Company granted 62,500 options to insiders at $0.68 (CAD$0.92) and recognized an expense of $23,750 as the options vested immediately.
Warrants
At September 30, 2025 and December 31, 2024, there were no warrants outstanding.
9. RELATED PARTY TRANSACTIONS
During the nine-month periods ended September 30, 2025 and 2024, the Company entered into the following transactions with related parties:
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
| September 30, 2025 | September 30, 2024 | |||||
| Consulting fees paid or accrued to officers or their companies | $ | 1,289,761 | $ | 1,023,413 | ||
| Directors' fees | 1,609 | 1,654 | ||||
| Stock option grants to officers and directors | - | 175,000 | ||||
| Stock option grant price range | - | CAD $1.30 |
Of the total consulting fees noted above, $1,074,210 (September 30, 2024 - $797,186), 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 $537,105 (September 30, 2024 - $398,593) of this amount. As at September 30, 2025, a balance of $628,314 (December 31, 2024 - $398,593) exists to this related company and $Nil remains payable in all years to the related party for expenses earned for work on behalf of the Company.
During the nine-month period ended September 30, 2025 the Company did not grant stock options to insiders. During 2024, the Company granted 175,000 stock options to insiders at a price of $0.95 (CAD$1.30). A total of $88,543 was included in consulting fees related to these options.
10. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
| September 30, 2025 |
September 30, 2024 |
|
| Cash paid during the period for: | ||
| Interest | $ - | $ - |
| Income taxes | $ 600,000 | $ 276,432 |
During the period ended September 30, 2025, the Company paid $600,000 (December 31, 2024 - $Nil) related to income tax in the 2024 year and accrued a further $600,000 (December 31, 2024 - $800,000), for expected income tax payments related to activities in Ghana. The company initially accrued $200,000 quarterly for income tax expense in the periods ended September 30, 2025 and 2024, for expected income tax payments related to activities in Ghana, and adjusted the accruals as payments were made. Except for stock option grants, explained above, there were no other significant non-cash transactions during the period ended September 30, 2025 or the year ended December 31, 2024.
11. DEFERRED INCOME TAXES
This note has not been updated from December 31, 2024.
12. COMMITMENTS AND CONTINGENCIES
a) Bond deposit
The Company has been required by the Ghanaian government to post an environmental bond of US$296,322 which has been recorded in restricted cash (see Notes 2, 7).
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 disclosed below that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
The Company is currently party to one pending lawsuit. The lawsuit claims that workers were terminated unlawfully. The Company will defend itself on this lawsuit if required, and believes the case is 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 October 19, 2022, the Minerals Commission issued five improper invoices to our Ghanaian subsidiary. These invoices were titled "Outstanding Annual Mineral Right Fees" for all five of our concessions (Kwabeng, Pameng, Apapam, Muoso and Banso), which Minerals Commission indicated were related to the period from 2012 to 2022, 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. Our legal counsel responded to Minerals Commission (the "Letters") on November 15, 2019, objecting to the five improper invoices. Our Letters outline the specific violated terms of our leases and various mineral laws. The Minerals Commission has not responded to our Letters. 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.
Ghana Revenue Agency ("GRA") sent our Ghanaian subsidiary an updated tax assessment letter on May 11, 2023. The letter alleges an additional tax liability (the "Assessment"), from 2012 to 2022. Upon a thorough review of the Assessment, we agreed that the only additional liability in the Assessment was $356,281, which the Company paid. The balance of the Assessment was objected to by our company in letter dated June 13, 2023, (the "Objection Letter"). To date, GRA has not responded to our Objection Letter, and our company believes it has settled all amounts owing in the Assessment.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The functional currency of the Company is US$, 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 INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2025
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 minerals properties lease status is as follows:
-Apapam Lease expired on December 17th 2015, and extension was submitted on June 17th 2015;
-Kwabeng and Pameng Leases expired on July 26th 2019, and extensions were submitted on June 13th 2018;
-Muoso Lease expired on January 5th 2024, and extension was submitted on June 12th 2023; and
-Banso Lease does not expire until Jan. 5th 2025.
On all the above extensions the company requested a further 15 year extension to each lease, and the old leases are fully in force until the new leases are granted by the government.
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 year ended December 31, 2023. 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.
13. SUBSEQUENT EVENTS
Subsequent to September 30, 2025, 16,100 shares purchased in September 2025, were cancelled. The Company purchased a further 33,100 shares under the buyback program in October 2025. These shares are held in treasury and will be cancelled in the normal course of business.
Subsequent to September 30, 2025, the Company issued 625,000 units via a private placement, for proceeds of $1,068,604 (CAD$1,500,000). Each unit comprised one common share and one-half of one common share purchase warrant. Each full warrant can be converted into one common share of the Company at a price of CAD$2.80 per common share, for a period of two years.
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 and nine months ended September 30, 2025 and 2024 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, 2024, 2023 and 2022 and our annual report on Form 20-F, can be viewed on SEDAR+ at www.sedarplus.ca 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 September 30, 2025
During the three-month period ended September 30, 2025:
-
in connection with our gold recovery operations, we produced 954 ounces of raw gold. We sold 1,185 fine ounces of gold at an average price of US$3,643 per ounce.
-
cash on hand, excluding restricted cash, increased to $13.5 million at September 30, 2025, from $8.2 million at December 31, 2024. We paid $0.6 million of income tax during the June 2025 quarter to the Government of Ghana.
-
a total of 18 diamond core drillholes totaling 4,007 m completed by the Company's in-house drilling crews on the Kibi Gold Project, with drilling efforts primarily dedicated to continued advancement of newly emerging Orange No. 5 resource expansion target located in Zone 4.
-
present drilling successfully confirmed continuity of multi-shoot Orange No. 5 gold system over approximately 750 m strike-length, maximum 300 m down-dip distance and to down-plunge depth of 800 m (~240 m vertical depth from surface).
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.
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.
- 2 -
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 Zones 1 - 4 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 15,000 metres, at an estimated cost of $850,000, to be implemented utilizing the Company's in-house operated drill rigs; consisting of a combination of expansion / definition drilling of resource expansion targets, follow up drilling of early stage gold targets and scout drilling of prospective litho-structural gold settings within the mineral resource footprint area; 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 $500,000 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, Pameng, Banso and Muoso properties in 2024. 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 2025 budget to carry out our plan of operations is approximately $2,350,000 as follows and as disclosed in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview:
| Soil sampling / trenching | $ | 500,000 | |
| Drilling | 850,000 | ||
| Administration | 750,000 | ||
| Stock-based compensation (non-cash) | 250,000 | ||
| TOTAL | $ | 2,350,000 |
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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 the current year, we will not require additional capital to implement our plan of operations. Although alluvial gold sales have contributed significantly to the Company, this funding source is nearly depleted and cannot be relied on as a source of future funding. These factors raise doubt about the Company's ability to continue as a going concern.
Trends
Gold prices closed in 2024 at $2,641 per ounce, above the 2024 average of $2,393 per ounce. Gold price minimum and maximum both increased in 2024 as compared to 2023. Gold prices saw continued strength through 2024 and into 2025, crossing $4,300 per ounce in 2025. We continue to see positive indicators for gold prices in the future.
In 2024, many incumbent governments were defeated, which provided economic uncertainty. Further, government spending has created inflation which resulted in increased interest rates in many countries. Rates have begun to fall back as governments struggle with the economic effects of deficits and debts. Geopolitical events have created uncertainty which will likely affect all fiat currencies. Indications of a move against the US dollar as the world reserve currency in the near future could also create in strength for gold prices. As a result, the comparative strength of the US dollar is expected to be reduced in 2025.
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 nine-month period ended September 30, 2025, and the years ended December 31, 2024 and 2023 are as follows:
| September 30, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | |||||||
| High | $ | 3,453 | $ | 2,800 | $ | 2,087 | |||
| Low | 2,647 | 1,995 | 1,809 | ||||||
| Average | 3,092 | 2,392 | 1,944 |
The tone for the precious metals market in the near future will depend on the U.S. dollar strength. The US Federal Reserve has raised interest rates to combat inflation, and has indicated that increases are less likely going forward and reductions are more likely. The future focus 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 economic wobble or extension of the time to address the underlying issues could create uncertainty about the US economy, which would be good for gold prices. Recent geopolitical events have resulted in a significant increase in the price of gold, to historical highs.
Overall, a stronger U.S. dollar may lead to reduced interest in the gold exploration sector.
Failure to File and Cease Trade Order and Revocation
On April 4, 2025, the Ontario Securities Corporation ("OSC") issued a Failure to File Cease Trade ("FFCTO") order against the company for a failure to file its annual financial information. The FFCTO was originally issued on the basis that the Company had not filed its 2024 annual filings in accordance with the filing deadlines contained in National Instrument 51-102 Continuous Disclosure Obligations.
Following a review of submissions made by the Company, the OSC has determined that Company is an SEC Foreign Issuer as defined in National Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102"). Under NI 71-102, the Company satisfies its continuous disclosure obligations in Canada, including filing deadlines, by complying with U.S. federal securities laws. As a result, the Company has a filing deadline of April 30, 2025, for its 2024 annual filings. On April 11, 2025, the OSC revoked the FFCTO and shares of the company resumed trading on the TSX.
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Delay in Filing the Year-End Reporting Documents
The Company filed for an extension to submit our year-end documents by latest on May 15, 2025. The Company filed our year-end documents on May 15, 2025.
As a precaution if the above deadline is missed, the Company also applied to the Ontario Securities Commission, as principal regulator for the Company, for the imposition of a management cease trade order ("MCTO") under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203") throughout the duration of a possible default (see Press Release dated April 23, 2025).
Summary of the last five fiscal years ending December 31
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| $ | $ | $ | $ | $ | |
| Operating revenues | Nil | Nil | Nil | Nil | Nil |
| Consolidated pre tax income for the year | 2,725,147 | 876,539 | 1,564,849 | 2,045,713 | 2,297,023 |
| Net gain attributable to non-controlling interest | (249,735) | (180,652) | (133,082) | (121,545) | (141,782) |
| Income tax | (800,000) | (861,815) | (800,000) | (1,088,192) | (294,992) |
| Net income (loss) Xtra-Gold Resources Corp. | 1,675,412 | (165,928) | 631,767 | 835,976 | 1,860,249 |
| Basic and diluted income (loss) attributable to common shareholders per common share | 0.04 0.03 |
0.00 0.00 |
0.01 0.01 |
0.02 0.02 |
0.04 0.04 |
| Total current assets | 12,745,891 | 10,286,645 | 10,178,896 | 9,127,160 | 7,739,823 |
| Total assets | 14,224,051 | 11,860,586 | 11,881,013 | 10,758,031 | 9,340,942 |
| Total current liabilities | 1,991,105 | 1,519,103 | 1,406,679 | 1,122,483 | 426,819 |
| Total liabilities | 1,991,105 | 1,519,103 | 1,406,679 | 1,122,483 | 426,819 |
| Working capital | 10,754,786 | 8,767,542 | 8,772,217 | 8,004,677 | 7,313,004 |
| Capital stock | 45,995 | 46,201 | 46,447 | 46,688 | 46,817 |
| Total equity | 12,232,946 | 10,341,483 | 10,474,334 | 9,635,548 | 8,914,123 |
| Total Xtra-Gold Resources Corp. stockholders' equity | 11,860,673 | 10,218,945 | 10,532,448 | 9,826,744 | 9,226,864 |
| Dividends declared per share | Nil | Nil | Nil | Nil | Nil |
| Basic weighted average number of common shares outstanding | 46,065,555 | 46,361,078 | 46,542,900 | 46,779,574 | 46,645,387 |
| Basic and diluted weighted average number of common shares outstanding | 48,989,055 | 46,361,078 | 48,822,024 | 48,925,574 | 49,033,887 |
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Summary of Quarterly Results
| Three Months Ended |
Net Income (Loss) $ |
Basic and Diluted Income (Loss) Per Share $ |
||||
| September 30, 2025 | $ | 2,269,119 | $ | 0.05 | ||
| June 30, 2025 | 577,335 | 0.01 | ||||
| March 31, 2025 | 1,405,656 | 0.03 | ||||
| December 31, 2024 | (713,202 | ) | (0.02 | ) | ||
| September 30, 2024 | 1,462,598 | $ | 0.03 | |||
| June 30, 2024 | 664,764 | 0.01 | ||||
| March 31, 2024 | 510,987 | 0.01 | ||||
| December 31, 2023 | (1,757,170 | ) | (0.04 | ) | ||
| September 30, 2023 | 513,633 | 0.01 | ||||
| June 30, 2023 | 705,064 | 0.02 | ||||
| March 31, 2023 | 553,197 | 0.01 | ||||
| December 31, 2022 | (164,659 | ) | (0.00 | ) | ||
Results of Operations for the Three Months Ended September 30, 2025 as Compared to the Three Months Ended September 30, 2024
Our company reported a net income after tax for the three months ended September 30, 2025 was $2,269,119 (September 30, 2024 - income of $1,462,598). Our company's basic and diluted income per share for the three months ended September 30, 2025 was $0.05 (September 30, 2024 - income of $0.03). Both periods benefited from gold recovery results and from other income, being dividends and interest.
The weighted average number of shares outstanding was 45,778,451 (Q3 2024 - 46,030,193). Average shares outstanding were reduced in 2025 and 2024 through share repurchases. Average fully diluted shares in Q3 2025 were 48,423,611 (Q3 2024 - 48,953,693), with the difference being in the money stock options. These items did not materially affect earnings per share.
We incurred expenses of $609,536 in the three-month period ended September 30, 2025 (September 30, 2024 - $277,992). Exploration expense increased in Q3 2025 with activity accelerating as compared to Q3 2024. We expense all exploration costs. Depreciation in Q3 2025 was very close to the Q3 2024 depreciation level as additions roughly offset depreciated assets. We added an additional exploration drill in Q3 2025. General and administrative expense in Q3 2025 of $174,335 (Q3 2024 - $65,466) increased slightly, mostly due to the effect of foreign exchange on Canadian denominated expenses in 2025, and stock-based compensation expense of $41,680. The company granted 150,000 stock options in the three-month periods ended September 30, 2025.
Exploration activities for the September 2025 quarter continued to focus on the further advancement of the newly emerging Orange No. 5 resource expansion target at the Kibi Gold Project (Apapam Mining Lease). Eighteen (18) diamond core drillholes totalling 4,007 m were completed by the Company's in-house drilling crews, including 16 drillholes (3,581 m) testing the strike- and down-dip extensions of the Orange No. 5 target (Zone 4) and 2 drillholes (426 m) testing the southeast segment of the Lone Tree shear target (Zone 1).
The present drilling forms part of an ongoing exploration drilling initiative targeting multiple resource-growth opportunities across the broader Zones 1 - 4 Mineral Resource estimate footprint area (the "2024 MRE", see the Company's news release of October 16, 2024). With the multifaceted drilling program targeting promising early-stage gold prospects identified by previous scout drilling, potential extensions to existing resource bodies and prospective litho-structural gold settings generated by updated 3D geological modelling. A total of 120 drillholes totaling 26,297 m has been completed during the ongoing resource expansion drilling program initiated in mid-January 2024.
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The assay results for 42 drillholes (8,207.5 m) completed from mid-January to mid-July 2025 on the ongoing Zones 1 - 4 resource expansion target generation drilling program, including 2 holes completed during the September 2025 quarter (#KBDD25602 - #KBDD25643), were reported by the Company on August 26, 2025, including the following highlights:
Orange No. 5 - Resource Expansion Target (Zone 4)
- 13.1 m at 2.40 grams per tonne gold ("g/t Au"), including 2.7 m at 7.32 g/t Au, from 129 m; 13.0 m at 0.28 g/t Au from 154 m; and 16.2 m at 0.61 g/t Au from 173.8 m in KBDD25622
- 22.5 m at 0.79 g/t Au, including 1.5 m at 4.78 g/t Au, from 98 m; 8.0 m at 0.65 g/t Au from 152 m; and 7.5 m at 0.71 g/t Au from 207.5 m in KBDD25609
- 6.0 m at 1.17 g/t Au from 156 m; and 32.0 m at 0.72 g/t Au, including 9.0 m at 1.36 g/t Au, from 172 m in KBDD25637 (KBDD25609 & 637 on same drill section)
- 28.0 m at 0.60 g/t Au, including 12.0 m at 1.16 g/t Au, from 205 m in KBDD25616
- 10.0 m at 1.24 g/t Au, including 1.0 m at 9.62 g/t Au, from 269 m in KBDD25625 (KBDD25616 & 625 on same drill section)
- 19.0 m at 0.79 g/t Au, including 4.0 m at 2.09 g/t Au, from 271 m in KBDD25632 (down-plunge intercept at ~240 vertical depth)
- 16.7 m at 0.89 g/t Au, including 1.7 m at 5.27 g/t Au, from 77 m in KBDD25642 (350 m step-out to SW)
Lone Tree - Resource Expansion Target (Zone 1)
- 12.0 m at 1.70 g/t Au, including 1.5 m at 9.96 g/t Au, from 38 m in KBDD25606
- 31.0 m at 0.65 g/t Au, including 1.0 m at 3.00 g/t Au and 7.0 m at 1.40 g/t Au, from 89 m in KBDD25617 (KBDD25606 / 617 / 639 on same drill section)
- 20.0 m at 1.02 g/t Au, including 5.1 m at 2.30 g/t Au, from 163 m in KBDD25639
Present drilling efforts successfully: established continuity of the multi-shoot Orange No. 5 gold system over an approximately 750 m strike-length, maximum 300 m down-dip distance and to a down-plunge depth of 800 m (~240 m vertical depth from surface); intersected significant gold mineralization in a 350 m step-out hole to the southwest, potentially extending the Orange No. 5 gold mineralization to an over 1,100 m strike-length; expanded the Lone Tree shear gold mineralization to an approximately 600 m strike-length and 250 m maximum down-dip distance; and continued to demonstrate the gold mineralization hosting potential of the under-tested Zone 2 Bounding Shear and Central Fold structural settings.
The Orange No. 5 resource expansion target, situated approximately 2 km southwest of the 2024 MRE footprint, was originally identified during a 2012 scout drilling program designed to test high priority geophysical targets located along the approximately 4 km long by 0.6 km to 0.8 km wide Zone 4 anomalous gold-in-soil trend. Recently completed 3D VTEM / TMI inversion models-based litho-structural modelling indicates that the Orange No. 5 target is positioned in proximity to a folded 2nd - order syncline along the hanging wall of a regional D2 shear ("Zone 2 Bounding Shear"). With the gold mineralization hosted within a folded / strained metasedimentary rock sequence including graywacke, graphitic phyllite and sandstone units.
Exploration activities on our Banso, Muoso and Kwabeng projects during the September 2025 quarter included geophysical modelling, reconnaissance geology and prospecting. We did not conduct any exploration activities on our Pameng project during the current reporting period.
We recognized other income, net, of $3,259,554 in Q3 2025 (Q3 2024 - $2,076,796). The 2025 gains can mostly be attributed to the recovery of gold, foreign exchange movements, and other income, being dividends and interest income. Foreign exchange gains in 2025 resulted from a rapid revaluation of the Ghana cedi against the USD in the quarter, while the Canadian dollar fell back slightly to date in 2025. During the three-month period ended September 30, 2025, we sold 1,185 fine ounces of gold at an average price of US$3,643 for net proceeds of $1,901,349 (Q3 2024 -1,356 fine ounces of gold at an average price of US$1,810 for net proceeds of $1,050,434). Cedi-based costs were significantly affected by the rapid exchange rate change. 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.
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The Company had no warrants outstanding in 2025 and 2024.
During the three-month period ended September 30, 2025, our company had a foreign exchange gain of $796,836 (Q3 2024 - loss of $73,341) mostly due to strength in the Ghana cedi against the U.S. dollar (appreciated 25% from March 31, 2025 to September 30, 2025) and a slightly stronger Canadian dollar. The Company holds a substantial amount of its investment portfolio in Canadian dollars and this portfolio value strengthened with the slightly weaker US dollar.
Our Company recognized a trading and holding gain in Q3 2025 of $470,209 (Q3 2024 - gain of $121,496). Unrealized gains and losses reflect mark-to-market changes in the investment portfolio during a period. 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, is reversed.
Interest earned and dividends on the investment portfolio assets were $91,160 in Q3 2025 (Q3 2024 - $96,498).
Results of Operations for the Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
Our company's net gain for the nine months ended September 30, 2025 was $4,252,113 as compared to a net gain of $2,638,349 for the nine months ended September 30, 2024, an increase of $1,613,764. Increased gold recovery results in 2025 on stronger gold prices, foreign exchange gains, and improved gains and other income on the Company's investment portfolio, were partly offset by increased exploration as supplies were replenished, as compared to the first nine months of 2024.
Our company's basic and diluted net gain per share for the nine months ended September 30, 2025 was $0.09 compared to a net gain of $0.06 per share for the nine months ended September 30, 2024. The weighted average number of shares outstanding was 45,857,136 at September 30, 2025 compared to 46,084,764 for the nine months ended September 30, 2024. The decrease in the weighted average number of shares outstanding can be attributed to the share repurchases in 2025. The fully diluted weighted average number of shares outstanding was 48,354,926 at September 30, 2025 compared to 49,008,264 for the nine months ended September 30, 2024. The fully diluted share positions did not materially affect the earnings per share in either period.
We incurred expenses of $1,869,919 in the nine months ended September 30, 2025 as compared to $1,216,684 in the nine months ended September 30, 2024, an increase of $653,235. Increased exploration expense in 2025 reflects replacement parts and supplies for the drill. We incurred share-based compensation expenses of $41,680 on the issuance of 150,000 stock options.
We reported a gain of $7,111,606 related to other items for the nine months ended September 30, 2025 compared to a gain of $4,745,919 for the nine months ended September 30, 2024. While income from gold recovery increased slightly in 2025, foreign exchange gains created most of the increase.
During the nine months ended September 30, 2025, we sold 3,391 ounces of fine gold from our gold recovery operations at an average price of US$3,168 per ounce, compared to 3,521 ounces of fine gold from our share of the placer gold operations at an average price of $2,264 per ounce received during the nine months ended September 30, 2024.
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.
There were no capital raising transactions in 2025 or 2024.
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.
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Cash on hand was increased by $5,372,073 during 2025.
Operations provided cash of $5,213,272. Inventory was decreased by $989,351 due to the timing of smelt shipments. Payables and amounts due to related parties were increased slightly. Other operating expenses were mostly cash neutral. At September 30, 2025, accounts payable and accrued liabilities increased by $260,947 to $2,066,565, as an income tax accrual increase and accruals for sales-based expenses were partly offset by a $600,000 income tax instalment payment. Amounts due to related parties increased by $537,712 to $628,314 in the period ended September 30, 2025, due to the timing of gold sales. Our cash and cash equivalents as at September 30, 2025 were sufficient to pay these liabilities.
Investing activities in 2025 provided $532,607 of cash. Cash of $2,866,640 was used to purchase investments in 2025 while proceeds from the sale of investments generated $3,607,058 of cash. Cash of $207,811 was used to purchase a drill, a pickup truck, and a core saw during 2025.
During the period ended September 30, 2025, our Company used $373,806 of cash for financing activities. During the period ended September 30, 2025, a total of 230,000 common shares were re-purchased for $344,603 and were cancelled. A further total of 13,300 common shares that were re-purchased in 2024 for $17,739 were cancelled in 2025. A total of 16,100 common shares were re-purchased in 2025 for $17,739 and held in treasury. These 16,100 shares were cancelled in October 2025.
We believe that our company has sufficient working capital to achieve our 2025 operating plan. However, our historical losses and potential limited remaining alluvial deposits could affect our future operation ability. Although alluvial gold sales have contributed significantly to the Company, this funding source is nearly depleted and cannot be relied on as a source of future funding.
At September 30, 2025, we had total cash and cash equivalents and restricted cash of $13,844,708 (December 31, 2024 - $8,472,635). Working capital as of September 30, 2025 was $14,950,996 (December 31, 2024 - $10,754,786). In both periods, the increase in working capital mostly reflects the gold recovery and gold inventory on hand.
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.
Our shares of common stock, warrants and stock options outstanding as at October 27, 2025, September 30, 2025, December 31, 2024, and December 31, 2023, were as follows:
| October 27, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2023 | |
| Common Shares | 46,376,117 | 45,751,217 | 45,994,517 | 46,201,217 |
| Warrants | 312,500 | - | - | - |
| Stock Options | 3,073,500 | 3,073,500 | 2,923,500 | 2,648,500 |
| Fully diluted | 49,762,117 | 48,824,717 | 48,918,017 | 48,849,717 |
Subsequent to September 30, 2025, the company issued 625,000 units via a private placement, for proceeds of $1,068,604 (CAD$1,500,000). Each unit comprised one common share and one-half of one common share purchase warrant. Each full warrant can be converted into one common share of the company at a price of CAD$2.80 per common share, for a period of two years.
Subsequent to September 30, 2025, 16,100 which were purchased in September 2025, were cancelled. The company purchased a further 32,100 shares under the buyback program in October 2025. These shares are held in treasury and will be cancelled in the normal course of business.
As of the date of this MD&A, the exercise of all outstanding options would raise approximately $1.3 million, however such exercise is not anticipated until the market value of our shares of common stock increases in value.
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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 2025 budget to carry out our plan of operations is approximately $2,350,000 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 2025. However, our historical losses and potential limited remaining alluvial deposits could affect our future operation ability. Although alluvial gold sales have contributed significantly to the Company, this funding source is nearly depleted and cannot be relied on as a source of future funding.
Operational Considerations
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 profit of $4,252,113 for the period ended September 30, 2025, and it has an accumulated a deficit of $15,583,801. Results for the period ended September 30, 2025 are not necessarily indicative of future results. The uncertainty of gold recovery and the fact the Company does not have a demonstrably viable business to provide future funds, raises potential liquidity concerns related to future operations. 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 operations.
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. Alluvial operation have a limited remaining life, so will not be able to contribute cash for longer than about two years. 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. These factors raise doubt about the Company's ability to continue as a going concern.
Related Party Transactions
During the nine-month periods ended September 30, 2025 and 2024, the Company entered into the following transactions with related parties:
| September 30, 2025 | September 30, 2024 | |||||
| Consulting fees paid or accrued to officers or their companies | $ | 1,289,761 | $ | 1,023,413 | ||
| Directors' fees | 1,609 | 1,654 | ||||
| Stock option grants to officers and directors | - | 175,000 | ||||
| Stock option grant price range | - | CAD $1.30 | ||||
Of the total consulting fees noted above, $1,074,210 (September 30, 2024 - $797,186), 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 $537,105 (September 30, 2024 - $398,593) of this amount. As at September 30, 2025, a balance of $628,314 (December 31, 2024 - $398,593) exists to this related company and $Nil remains payable in all years to the related party for expenses earned for work on behalf of the Company.
During the nine-month period ended September 30, 2025 the Company did not grant stock options to insiders. During 2024, the Company granted 175,000 stock options to insiders at a price of $0.95 (CAD$1.30). A total of $88,543 was included in consulting fees related to these options.
Material Commitments
Mineral Property Commitments
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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:
(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 each of 2024 and 2023 we purchased one pickup. In 2022 we purchased one pickup and a drill. 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 September 30, 2025 and December 31, 2024:
| Level 1 - Cash equivalents | September 30, 2025 | December 31, 2024 | ||||
| Money market funds | $ | 7,741,592 | $ | 6,750,465 | ||
| $ | 7,741,592 | $ | 6,750,465 | |||
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| September 30, 2025 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
| Cash and cash equivalents | $ | 13,548,386 | $ | 13,548,386 | $ | - | $ | - | ||||
| Restricted cash | 296,322 | 296,322 | - | - | ||||||||
| Marketable securities | 3,648,151 | 3,648,151 | - | - | ||||||||
| Total | $ | 17,492,859 | $ | 17,492,859 | $ | - | $ | - | ||||
| December 31, 2024 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
| Cash and cash equivalents | $ | 8,176,313 | $ | 8,176,313 | $ | - | $ | - | ||||
| Restricted cash | 296,322 | 296,322 | - | - | ||||||||
| Marketable securities | 3,211,598 | 3,211,598 | - | - | ||||||||
| Total | $ | 11,684,233 | $ | 11,684,233 | $ | - | $ | - |
The fair values of cash and cash equivalents and marketable securities are determined through market, observable and corroborated sources.
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, the valuation of our investment portfolio, 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.
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| 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. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. Operating, exploration and development costs will be consistent with our expectations. Ability to retain and attract skilled staff. 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. Social engagement and local acceptance of our projects. Economic, political and industry market conditions will be favourable. |
Changes in the capital markets impacting availability of future financings. Uncertainties involved in interpreting geological data and confirming title to acquired properties. Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations. Variations from the technical reports. Increases in costs, environmental compliance and changes in environmental, local legislation and regulation, community support and the political and economic climate. Price volatility of gold and other associated commodities impacting the economics of our projects. |
| Potential to expand the NI 43-101 resources on Xtra-Gold's existing projects and achieve its growth targets | Availability of financing. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. NI 43-101 technical reports are correct and comprehensive. Operating, exploration and development costs will be consistent with our expectations. Ability to retain and attract skilled staff. All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold. Social engagement and local acceptance of our projects. Economic, political and industry market conditions will be favourable. Continuance of gold recovery operations. |
Changes in the capital markets impacting availability of future financings. Uncertainties involved in interpreting geological data and confirming title to acquired properties. Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations. Variations from the technical reports. Increases in costs, environmental compliance and changes in environmental, local legislation and regulation, community support and the political and economic climate. Price volatility of gold and other associated commodities impacting the economics of our projects. Continued cooperation of government bodies to conduct placer operations. |
| Ability to meet working capital needs for fiscal 2024 | Operating and exploration activities and associated costs will be consistent with our current expectations. Capital markets and financing opportunities are favourable to Xtra-Gold. Sale of any investments, if warranted, on acceptable terms. Xtra-Gold continues as a going concern. |
Changes in the capital markets impacting availability and timing of future financings on acceptable terms. Increases in costs, environmental compliance and changes in environmental, other local legislation and regulation. Adjustments to currently proposed operating and exploration activities. Price volatility of gold and other commodities impacting sentiment for investment in the resource markets. |
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| Forward-Looking Statements | Assumptions | Risk Factors |
| 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. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. Operating, exploration and development costs will be consistent with our expectations. Ability to retain and attract skilled staff. All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold. Economic, political and industry market conditions will be favourable. |
Changes in the capital markets impacting availability of future financings. Uncertainties involved in interpreting geological data and confirming title to acquired properties. Possibility of future exploration results, metallurgical test work and economic studies will not be consistent with our expectations. Increases in costs, environmental compliance and changes in environmental, local legislation and regulation and political and economic climate. Price volatility of gold and other commodities impacting the economics of our projects. |
| Management's outlook regarding future trends | Availability of financing. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. Prices for gold and other commodities will be favourable to Xtra-Gold. 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. Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations. Increases in costs, environmental compliance and changes in economic, political and industry market climate. |
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.
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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: October 28, 2025
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 September 30, 2025
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 July 1, 2025, and ending on September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: October 28, 2025
James Longshore
___________________
James Longshore
Chief Executive Officer
EXHIBIT 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, William Asiedu, 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 September 30, 2025.
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 July 1, 2025, and ending on September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: October 28, 2025
William Asiedu
____________________
William Asiedu
Chief Financial Officer