XTGRF Xtra Gold Resources Corporation (QB)

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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:	August 2024
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 August 6, 2024, 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 six months ended June 30, 2024.

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● Management's discussion and analysis of financial conditions and results of operations for the six months ended June 30, 2024.

● Form 52-109F2 - Certification of interim filings - Full Certification on for the six months ended June 30, 2024, by the Company's Chief Executive Officer ("CEO"); and

● Form 52-109F2 - Certification of interim filings - Full Certification on for the six months ended June 30, 2024, by the Company's Chief Financial Officer ("CFO").

SUBMITTED HEREWITH

Exhibit	Description of Exhibit
99.1	Unaudited interim consolidated financial statements for the period ended June 30, 2024.
99.2	Management's discussion and analysis of financial conditions and results of operations for the period ended June 30, 2024.
99.3	Form 52-109F2 - CEO Certification of interim filings; and
99.4	Form 52-109F2 - CFO Certification of interim filings.

SIGNATURES

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

Date: August 6, 2024,	XTRA-GOLD RESOURCES CORP.
	(Registrant)
	By:	/s/ James Longshore
		James Longshore,
		Chief Executive Officer

 

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EXHIBIT 99.1 

 

 

 

XTRA-GOLD RESOURCES CORP.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

for the

Six Months Ended

June 30, 2024

(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.

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INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Interim Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	1
Condensed Interim Consolidated Statements of Operations for the six months ended June 30, 2024 and 2023 (unaudited)	2
Condensed Interim Consolidated Statements of Equity (unaudited)	3
Condensed Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	4
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)	5

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XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars - Unaudited)

AS AT		June 30, 2024 (unaudited)			December 31, 2023
ASSETS
Current
Cash and cash equivalents	$	8,176,181		$	7,154,462
Investment in trading securities (Note 5)		3,194,568			2,212,401
Prepaids (Note 4)		167,003			102,185
Inventory		428,213			817,597
Total current assets		11,965,965			10,286,645
Restricted cash (Note 3, 9)		296,322			296,322
Equipment, net (Note 6)		514,313			543,197
Mineral properties (Note 7)		734,422			734,422
TOTAL ASSETS	$	13,511,022		$	11,860,586
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities (Note 8)	$	1,511,065		$	1,281,060
Due to related parties (Note 11)		209,720			152,415
Asset retirement obligation (Note 9)		94,885			85,628
Total current liabilities		1,815,670			1,519,103
Total liabilities		1,815,670			1,519,103
Commitment and contingencies (Note 14)
Equity
Capital stock (Note 10)
Authorized - 250,000,000 common shares with a par value of $0.001
Issued and outstanding
46,056,117 common shares (December 31, 2023 - 46,201,217 common shares)		46,056			46,201
Additional paid in capital		31,728,499			31,704,814
Shares in treasury		(20,846	)		(20,744	)
Accumulated deficit		(20,335,575	)		(21,511,326	)
Total Xtra-Gold Resources Corp. stockholders' equity		11,418,134			10,218,945
Non-controlling interest		277,218			122,538
Total equity		11,695,352			10,341,483
TOTAL LIABILITIES AND EQUITY	$	13,511,022		$	11,860,586

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

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XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars - Unaudited)

		Three Month Period Ended June 30, 2024			Three Month Period Ended June 30, 2023			Six Month Period Ended June 30, 2024			Six Month Period Ended June 30, 2023
EXPENSES
Amortization	$	36,580		$	50,739		$	69,741		$	86,520
Exploration		180,832			242,213			436,109			510,974
General and administrative		260,999			134,331			432,842			237,559
EXPENSES BEFORE OTHER INCOME (EXPENSES)		(478,411	)		(427,283	)		(938,692	)		(835,053	)
OTHER INCOME (EXPENSES)
Recovery of gold, net (Note 11)		1,111,691			1,138,500			2,233,987			2,476,920
Foreign exchange gain (loss)		79,837			87,328			(7,016	)		(48,712	)
Net gain (loss) on trading securities		146,133			135,818			238,856			115,381
Other income		96,905			87,328			203,296			166,366
Impairment loss on trading securities		-			-			-			-
INCOME FROM OTHER ITEMS		1,434,566			1,464,042			2,669,123			2,709,955
Income before tax		956,155			1,036,759			1,730,431			1,874,902
Income tax expense		(200,000	)		(261,815	)		(400,000	)		(461,815	)
Net income		756,155			774,944			1,330,431			1,413,087
Net gain attributable to non-controlling interest		(91,391	)		(69,880	)		(154,680	)		(154,826	)
Net income attributable to Xtra-Gold Resources Corp.	$	664,764		$	705,064		$	1,175,751		$	1,258,261
Basic income attributable to common shareholders per common share	$	0.01		$	0.02		$	0.03		$	0.03
Diluted income attributable to common shareholders per common share	$	0.01		$	0.02		$	0.03		$	0.03
Basic weighted average number of common shares outstanding		46,100,346			46,425,396			46,112,349			46,430,688
Diluted weighted average number of common shares outstanding		48,388,846			49,011,396			48,400,849			49,016,688

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

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XTRA-GOLD RESOURCES CORP.

INTERIM 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, 2022		46,446,917		$	46,447		$	31,838,291		$	(6,892	)	$	(21,345,398	)	$	(58,114	)	$	10,474,334
Stock-based compensation		-			-			31,782			-			-			-			31,782
Repurchase of shares		(42,600	)		(43	)		(26,049	)		6,892			-			-			(19,200	)
Shares in treasury		-			-			-			(22,383	)		-			-			(22,383	)
Net income		-			-			-			-			1,258,261			154,826			1,413,087
Balance, June 30, 2023		46,404,317			46,404			31,844,024			(22,383	)		(20,087,137	)		96,712			11,877,620
Stock-based compensation		-			-			(8,032	)		-			-			-			(8,032	)
Repurchase of shares		(203,100	)		(203	)		(108,795	)		(20,744	)		-			-			(129,742	)
Shares in treasury		-			-			(22,383	)		22,383			-			-			-
Net loss		-			-			-			-			(1,424,189	)		25,826			(1,398,363	)
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		(145,100	)		(145	)		(115,453	)		-			-			-			(115,598	)
Shares in treasury		-			-			-			(102	)		-			-			(102	)
Net income		-			-			-			-			1,175,751			154,680			1,330,431
Balance, June 30, 2024		46,056,117		$	46,056		$	31,728,499		$	(20,846	)	$	(20,335,575	)	$	277,218		$	11,695,352

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

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XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars - Unaudited)

		Six Month Period Ended June 30, 2024			Six Month Period Ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	1,330,431		$	1,413,087
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		69,741			86,520
Stock-based compensation		139,138			31,782
Unrealized foreign exchange loss (gain)		78,795			17,053
Net (gain) loss on sales of trading securities		(238,856	)		(115,381	)
Impairment loss on trading securities		-			-
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other assets		(64,818	)		(29,164	)
Decrease (increase) in inventory		389,384			259,904
Change in asset retirement obligation		9,257			(6,943	)
Increase (decrease) in accounts payable and accrued liabilities		230,005			(40,174	)
Increase (decrease) in due from related party		57,305			-
Net cash provided by operating activities		2,000,382			1,616,684
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trading securities		(1,493,257	)		(805,512	)
Proceeds on sale of trading securities		671,151			888,222
Acquisition of equipment		(40,857	)		-
Net cash used in investing activities		(862,963	)		82,710
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of capital stock		(115,700	)		(41,583	)
Net cash (used in) provided by financing activities		(115,700	)		(41,583	)
Change in cash and cash equivalents and restricted cash during the period		1,021,719			1,657,811
Cash and cash equivalents and restricted cash, beginning of the year		7,450,784			6,077,322
Cash and cash equivalents and restricted cash, end of the period	$	8,472,503		$	7,735,133
Reconciliation of Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of year	$	7,154,462		$	5,781,000
Restricted cash at beginning of year		296,322			296,322
Cash and cash equivalents and restricted cash at beginning of year	$	7,450,784		$	6,077,322
Cash and cash equivalents at end of period	$	8,176,181		$	7,438,811
Restricted cash at end of period		296,322			296,322
Cash and cash equivalents and restricted cash at end of period	$	8,472,503		$	7,735,133

Supplemental disclosure with respect to cash flows (Note 12)

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

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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. GOING CONCERN 

The Company is in development as an exploration company.  It may need financing for its exploration and acquisition activities.  The Company has incurred a gain of $1,175,751 for the period ended June 30, 2024, and it has an accumulated deficit of $20,335,575.  Results for the period ended June 30, 2024 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 substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

3. SIGNIFICANT ACCOUNTING POLICIES

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, 2023, included in our Annual Report on Form 20-F, filed with the SEC on April 1, 2024. 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.

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Cash and cash equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.  At June 30, 2024 and December 31, 2023, 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.

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:

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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.

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.

No impairment charge was deemed necessary for mineral properties in 2024 or 2023.  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 it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

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.

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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.

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 were no potentially dilutive shares of common stock outstanding for the period ended June 30, 2024 or the year ended December 31, 2023, respectively.

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.

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Fair value of financial assets and liabilities

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

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

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

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

• Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. 

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

Cash, Cash Equivalents, and Marketable Securities

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

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

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

The following tables summarize our investment in debt instruments, at their fair value, by significant investment categories as of June 30, 2024 and December 31, 2023:

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Cash, cash equivalents, and investments

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.

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

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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 $6,774,063 and $6,738,412 as of June 30, 2024 and December 31, 2023, 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

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions". These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

4. PREPAIDS

Prepaids consist of the following amounts:

5. INVESTMENTS IN TRADING SECURITIES

At June 30, 2024, the Company held investments classified as trading securities, which consisted of various equity securities.  All trading securities are carried at fair value.    All marketable securities are publicly traded and valued using Level 1 methods, except private investments, which are value using Level 3 methods..  As of June 30, 2024 and December 31, 2023 respectively, the fair value of trading securities was $3,194,568 and $2,212,401.  The Company recognized a full impairment of certain investments, of $1,336,501 in 2023.

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

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

Reported as:

The Company also recorded interest and dividend income from its investment portfolio as follows:

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6. EQUIPMENT

The company expensed $69,741 for depreciation in the six-month period ended June 30, 2024.

The company expensed $165,898 for depreciation in 2023, of which $86,520 was expensed in the six months ended June 30, 2023.

7. 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 June 30, 2024 and December 31, 2023.  There was no impairment in the carrying value of the properties in the period ended June 30, 2024 or the year ended December 31, 2023.

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 a 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:

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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.

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.

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Trade payables and accrued liabilities are comprised as follows:

The following table shows the aging of the Company's trade payables:

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9. ASSET RETIREMENT OBLIGATION

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 $94,885 and $85,628 at June 30, 2024 and December 31, 2023, respectively.  During 2024 and 2023, 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.

10. 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 June 30, 2024 or the year ended December 31, 2023.

Cancellation of shares

During the period ended June 30, 2024, a total of 116,600 common shares were re-purchased for $94,854 and cancelled.  A further total of 28,500 common shares were re-purchased in 2023 for $20,744 were cancelled in 2024. A total of 22,300 common shares were re-purchased in 2024 for $20,846 and held in treasury.  These 22,300 shares were cancelled in July 2024.

During the year ended December 31, 2023, a total of 234,200 common shares were re-purchased for $150,582 and were cancelled. A further total of 11,500 common shares that were re-purchased in 2022 for $6,892 were cancelled in 2023.  A total of 28,500 common shares were re-purchased in 2023 for $20,744 and held in treasury.  These 28,500 shares were cancelled in January 2024.

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.

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At June 30, 2024, the following stock options were outstanding:

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

The aggregate intrinsic value for options vested and for total options as of June 30, 2024 and December 31, 2023 respectively, is approximately $1,356,000 and $1,115,000.  The weighted average contractual term of stock options outstanding and exercisable as at June 30, 2024 and December 31, 2023 respectively, is 9.3 years and 10.7 years.

The Company granted 275,000 stock options during the period ended June 30, 2024 at a fair value of $139,138, which has been included in general and administrative expense.  The fair value of stock options granted, vested, and modified during the year ended December 31, 2023, was $23,750, 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 period ended June 30, 2024 and the year ended December 31, 2023:

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. 

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Warrants

At June 30, 2024 and December 31, 2023, there were no warrants outstanding.

11. RELATED PARTY TRANSACTIONS

During the six-month periods ended June 30, 2024 and 2023, the Company entered into the following transactions with related parties:

Of the total consulting fees noted above, $459,687 (June 30, 2023 - $477,747), 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 $229,884 (June 30, 2023 - $238,873) of this amount.  As at June 30, 2024, a balance of $212,103 (December 31, 2023 - $152,415) 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 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. During 2023, the Company granted 62,500 options to insiders at a price of $0.68 (CAD$0.92).  A total of $23,750 was included in consulting fees related to these options. 

12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the period ended June 30, 2024, the Company paid $276,432 (December 31, 2023 - $660,540) related to income tax in the current and prior periods and accrued $400,000 in the six months ended June 30, 2024 (December 31, 2023 - $800,000), for expected income tax payments related to activities in Ghana.  There were no other significant non-cash transactions during the period ended June 30, 2024 or the year ended December 31, 2023.

13. DEFERRED INCOME TAXES

This note has not been updated from December 31, 2023.

14. 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 Note 9).

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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.

The Company is a party to two pending lawsuits.  One lawsuit claims additional funds of GHC90,000 (approximately US$9,000) from local government for an annual business operating permit.  Another lawsuit claims that workers were terminated unlawfully.  The Company will defend itself in each of these lawsuits if required, and believes both cases are completely without merit and frivolous.

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

On October 19, 2022, Minerals Commission issued five invoices totaling $11,714,800 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 a total tax liability of $1,186,701 (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.  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.

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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.

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 17^th 2015, and extension was submitted on June 17^th 2015;

              -Kwabeng and Pameng Leases expired on July 26^th 2019, and extensions were submitted on June 13^th 2018;

              -Muoso Lease expired on January 5^th 2024, and extension was submitted on June 12^th 2023; and

              -Banso Lease does not expire until Jan. 5^th 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 period ended March 31, 2024 or 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. 

15. SUBSEQUENT EVENTS

From the period subsequent to June 30, 2024, to the date of filing of these financial statements, the following occurred:

- 22,300 shares which were purchased in June 2024 and held in treasury on June 30, 2024, were cancelled. 

- 7,000 shares were purchased after June 30, 2024, which will be cancelled in August 2024. 

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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 six months ended June 30, 2024 and 2023 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, 2023, 2022 and 2021 and our annual report on Form 20-F, can be viewed on SEDARPLUS 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 Period Ended June 30, 2024

During the three-month period ended June 30, 2024:

• in connection with our gold recovery operations, we produced 1,012 ounces of raw gold.  We sold 1,043 fine ounces of gold at an average price of US$2,207 per ounce. 
• cash on hand, excluding restricted cash, increased to $8.2 million at June 30, 2024, from $7.2 million at December 31, 2023. 
• a total of 16 diamond core boreholes totaling 3,740 metres completed by the Company's in-house drilling crews on the Kibi Gold Project, with drilling mainly targeting the further expansion / definition of the Boomerang gold system.
• ongoing definition drilling efforts continued to delineate the extent of the stacked Upper Shoots gold mineralization package across an approximately 75 m - 150 m cross-plunge distance and to further define the robust down-plunge continuity of the main Lower Shoot and Footwall Shoot gold mineralization.
• scout drilling successfully identified a new "blind" prospective diorite body within the core of the mineralization-controlling synclinorium fold structure, to the north of the Boomerang gold system.

Management Changes

On April 27, 2023, Todd Gibson was appointed to the Board of Directors.  William Asiedu, who has been our Chief Accountant at our mine camp for 10 plus years, replaced Victor Nkanasa as CFO on August 1, 2023.

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.

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Technical Disclosure

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

Plan of Operations

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

at our Kibi project:

● follow-up trenching of Zone 1 - Zone 2 - Zone 3 early stage gold shoots / showings to guide future mineral resource expansion drilling efforts;

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

 ● a diamond core drill program of approximately 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 2023.  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 2024 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:

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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 and subsequent to 2024, 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 at June 30, 2024 at $2,340 per ounce, above the 2023 average of $1,944 per ounce.  Gold prices saw continued strength through 2024.  We continue to see positive indicators for gold prices in the future.

In 2023, several central banks were reported to pivot away from US dollar holdings and to have purchased gold.  Indications of a move against the US dollar as the world reserve currency and expectations that interest rates will decrease in the near future have also resulted in strength for gold prices.  As a result, the comparative strength of the US dollar is expected to be reduced in 2024.

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 six-month period ended June 30, 2024 and years ended December 31, 2023 and 2022 are as follows:

	June 30, 2024	Dec. 31, 2023	Dec. 31, 2022
High	$ 2,439	$ 2,087	$ 2,039
Low	2,004	1,809	1,629
Average	2,217	1,944	1,801

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. 

Overall, a stronger U.S. dollar may lead to reduced interest in the gold exploration sector.

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Summary of the last five fiscal years ending December 31

	2023	2022	2021	2020	2019
	$	$	$	$	$
Operating revenues	Nil	Nil	Nil	Nil	Nil
Consolidated pre tax income for the year	876,539	1,564,849	2,045,713	2,297,023	2,388,347
Net gain attributable to non-controlling interest	(180,652)	(133,082)	(121,545)	(141,782)	(140,390)
Income tax	(861,815)	(800,000)	(1,088,192)	(294,992)	Nil
Net income (loss) Xtra-Gold Resources Corp.	14,724	764,849	957,521	1,860,249	2,247,957
Basic and diluted income (loss) attributable to common shareholders per common share	0.00 0.00	0.01 0.01	0.02 0.02	0.04 0.04	0.05 0.05
Total current assets	10,286,645	10,178,896	9,127,160	7,739,823	5,438,858
Total assets	11,860,586	11,881,013	10,758,031	9,340,942	6,875,325
Total current liabilities	1,519,103	1,406,679	1,122,483	426,819	443,540
Total liabilities	1,519,103	1,406,679	1,122,483	426,819	443,540
Working capital	8,767,542	8,772,217	8,004,677	7,313,004	4,995,317
Capital stock	46,201	46,447	46,688	46,817	45,844
Total equity	10,341,483	10,474,334	9,635,548	8,914,123	6,431,785
Total Xtra-Gold Resources Corp. stockholders' equity	10,218,945	10,532,448	9,826,744	9,226,864	6,886,308
Dividends declared per share	Nil	Nil	Nil	Nil	Nil
Basic weighted average number of common shares outstanding	46,361,078	46,542,900	46,779,574	46,645,387	46,095,232
Basic and diluted weighted average number of common shares outstanding	46,361,078	48,822,024	48,925,574	49,033,887	49,589,430

Summary of Quarterly Results

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Results of Operations for the Three Months Ended June 30, 2024 as Compared to the Three Months Ended June 30, 2023

Our company reported a net income after tax for the three months ended June 30, 2024 of $664,764 (June 30, 2023 - income of $705,064).  Our company's basic and diluted income per share for the three months ended June 30, 2024 was $0.01 (June 30, 2023 - income of $0.02).  Both periods benefited from gold recovery results and from other income, being dividends and interest. 

The weighted average number of shares outstanding in Q2 2024 was 46,100,346 (Q2 2023 - 46,425,396).  Average shares outstanding were reduced in 2024 and 2023 through share repurchases. Average fully diluted shares in Q2 2024 were 48,388,846 (Q2 2023 - 49,011,396), with the difference being in the money stock options.  These items did not materially affect earnings per share. 

We incurred expenses of $478,411 in the three-month period ended June 30, 2024 (June 30, 2023 - $427,283).  G&A saw increased stock-based compensation in 2024. Exploration expense decreased slightly in 2024 as fewer drilling supplies were purchased as compared to 2023. We expense all exploration costs.  Depreciation in 2024 was slightly lower than the 2023 depreciation level due to minimal asset additions in 2023 and no additions in 2024.  General and administrative expense in Q2 2024 of $260,999 (Q2 2023 - $134,331) increased mostly due to the $139,138 stock-based compensation expense. 

The company granted 275,000 stock options in 2024, recognizing and expense of $139,138 on issuance. The Company granted 62,500 stock options in 2023, recognizing an expense of $23,750 in the 2023 year. 

Exploration activities for the June 2024 quarter continued to focus on the Company's flagship Kibi Gold Project (Apapam Mining Lease) with the continuation of the Zone 3 resource expansion target generation drill program. Sixteen (16) diamond core boreholes totaling 3,740 metres ("m") were completed by the Company's in-house drilling crews, including 10 holes (2,432 m) dedicated to the further expansion / definition of the Boomerang gold system (formerly Boomerang East & Boomerang West targets) and 6 scout drill holes (1,308 m) primarily targeting prospective litho-structural settings generated by the recently completed 3D VTEM / TMI inversion-modelling.

The present Boomerang resource expansion / definition drilling work forms part of an exploration initiative focussing on multiple resource expansion targets occupying the south-western (Zone 3) portion of the mineralization-hosting 1st-order F2 synclinorium fold structure; over 1 km beyond the limits of the currently defined Zone 2 - Zone 3 Mineral Resource Estimate (the "2021 MRE", see the Company's news release of November 1, 2021). Drill results for a total of 149 holes (32,438 m) have been reported to date for the ongoing Zone 3 resource expansion drill program initiated following the database close-out date for the 2021 MRE.

The assay results for 17 boreholes (5,469.5 m) completed from early December 2023 to mid-April 2024 on the ongoing Zone 3 resource expansion drilling program, including 2 holes completed during the June 2024 quarter (#KBDD24554 & #KBDD24555), were reported by the Company on June 11, 2024, including the following highlights:

Definition Drilling (Boomerang - "Upper Shoots" Mineralization Package)

- 10.0 m at 2.13 grams per tonne gold ("g/t Au"), including 3.0 m at 4.31 g/t Au, from 200 m; and 5.0 m at 1.49 g/t Au from 248 m in KBDD24554

- 10.0 m at 0.81 g/t Au, including 4.5 m at 1.37 g/t Au, from 26 m; and 22.0 m at 1.17 g/t Au, including 2.0 m at 6.54 g/t Au, from 67 m in KBDD24546

- 3.0 m at 6.39 g/t Au from 227 m in KBDD24548

- 3.0 m at 3.21 g/t Au from 14.5 m in KBDD23543

- 8.0 m at 1.22 g/t Au, including 1.5 m at 4.89 g/t Au, from 239 m in KBDD24551

Definition Drilling (Boomerang - Main "Lower Shoot" & Footwall Shoot)

- 6.0 m at 2.92 g/t Au from 302 m; and 18.0 m at 2.19 g/t Au, including 9.0 m at 3.02 g/t Au, from 331 m in KBDD24545 (Lower Shoot)

- 31.0 m at 0.62 g/t Au, including 10.0 m at 1.02 g/t Au and 6.0 m at 1.03 g/t Au, from 361 m in KBDD24554 (Lower Shoot)

- 17.0 m at 1.50 g/t Au, including 4.0 m at 3.76 g/t Au, from 412 m in KBDD24548; and 14.0 m at 0.80 g/t Au, including 6.0 m at 1.15 g/t Au, from 236 m in KBDD23543 (Footwall Shoot)

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Expansion Drilling (Boomerang - Lower Shoot & SW Shoots)

- 18.0 m at 0.95 g/t Au, including 6.0 m at 1.42 g/t Au, from 316 m in KBDD23542 (Lower Shoot)

- 6.0 m at 2.97 g/t Au, including 3.0 m at 5.41 g/t Au, from 116 m in KBDD24552 (SW Shoots)

Current 3D litho-structural modelling appears to indicate that the Boomerang resource expansion target, consisting of a multi-shoot gold system extending over approximately 650 m strike and 750 m down-plunge distances respectively, occupies a F2 meso-scale (parasitic) fold hinge structure developed on the north-western limb of the mineralization-controlling 1st-order F2 synclinorium fold. With the mineralization occurring as a NE-plunging system of stacked, flat-lying to concave-shaped, shallow SE-dipping gold shoots hosted within folded / strained diorite bodies and/or associated metasedimentary rock - diorite contacts.  Drilling to date has outlined three (4) principal gold shoots, including the Upper Shoot (s), the Lower Shoot, the Footwall Shoot and the SW Shoot (formerly Boomerang West), across an approximately 370 m cross-plunge distance. The Lower Shoot, presently the most prominent mineralization shoot of the Boomerang gold system, has so far been delineated from practically surface to a down-plunge depth of approximately 500 m along the fold hinge structure (approximately 345 m vertical depth from surface), and across an approximately 200 m NW-SE lateral distance.

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

We recognized other income, net, of $1,399,409 in Q2 2024 (Q2 2023 - $1,464,042).  The gains in both periods can mostly be attributed to the recovery of gold, and other income, being dividends and interest income.  Foreign exchange losses partly offset these gains.  We reported gains on our securities portfolio of $146,133 in Q2 2024 as compared to a gain of $135,818 in Q2 2023.  During the three-month period ended June 30, 2024, we sold 1,048 fine ounces of gold at an average price of US$2,207 for net proceeds of $1,243,127 (Q2 2023 - ,179 fine ounces of gold at an average price of US$1,966 for net proceeds of $1,138,500).  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.

The Company had no warrants outstanding in 2024, and 2023. 

During the three-month period ended June 30, 2024, our company had a foreign exchange gain of $79,837 (Q2 2023 - gain of $87,328) mostly due to a rebound in the strength of the Ghana cedi against the U.S. dollar.  The Company holds a substantial amount of its investment portfolio in Canadian dollars and this portfolio value weakened with the US dollar strength. 

Our Company recognized a trading and holding gain in Q2 2024 of $146,133 (Q2 2023 - gain of $135,818). 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 $96,905 in Q2 2024 (Q2 2023 - $87,328).

Results of Operations for the Six Months Ended June 30, 2024 as Compared to the Six Months Ended June 30, 2023

Our company's net gain for the six months ended June 30, 2024 was $1,175,751 as compared to a net gain of $1,258,261 for the six months ended June 30, 2023, an decrease of $82,510.  Decreased gold recovery results in 2024, improved gains and other income on the Company's investment portfolio, decreased exploration, and decreased tax expenses were partly offset by increased G&A expense, caused by a stock option grant in 2024, as compared to the June 2023 period. 

Our company's basic and diluted net gain per share for the six months ended June 30, 2024 was $0.03 compared to a net gain of $0.03 per share for the six months ended June 30, 2023.  The weighted average number of shares outstanding was 46,112,349 at June 30, 2024 compared to 46,430,688 for the six months ended June 30, 2023.  The decrease in the weighted average number of shares outstanding can be attributed to the share repurchases in 2024.  The fully diluted weighted average number of shares outstanding was 48,400,849 at June 30, 2024 compared to 49,016,688 for the six months ended June 30, 2023.  The fully diluted share positions did not materially affect the earning per share in either period.

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We incurred expenses of $938,692 in the six months ended June 30, 2024 as compared to $835,053 in the six months ended June 30, 2023, an increase of $103,639.  Increased administration expense was created mostly through stock-based compensation related to a 2024 grant, while exploration expense in 2023 reflects consulting help to compile and interpret information and replacement parts for the drill. 

We reported a gain of $2,669,123 related to other items for the six months ended June 30, 2024 compared to a gain of $2,709,955 for the six months ended June 30, 2023.  While income from gold recovery decreased slightly in 2024, other income, and portfolio trading gains created most of the income. 

During the six months ended June 30, 2024, we sold 2,164 ounces of fine gold from our gold recovery operations compared to 2,670 ounces of fine gold from our share of the placer gold operations received during the six months ended June 30, 2023.

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 2024 or 2023.

Liquidity and Capital Resources

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

Cash on hand was increased by $1,021,719 during the first half of 2024.  Operations provided cash of $2,000,382.  Inventory was reduced by $389,384 due to the timing of smelt shipments.  Payables were increased by $230,005, mostly due to 2024 accruals for income taxes payable in Ghana related operations, and gold sales related accruals.  Other operating expenses were mostly cash neutral.  Amounts due to related parties increased by $57,305 in the six-month period ended June 30, 2024, due to the timing of gold sales. Our cash and cash equivalents as at June 30, 2024 were sufficient to pay these liabilities.

Investing activities in 2024 used $862,963 of cash.  Cash of $1,493,257 was used to purchase investments in 2024 while proceeds from the sale of investments generated $671,151 of cash.  We purchased a pickup truck for $40,857 in Q2 2024.

During the period ended June 30, 2024, our Company used $115,700 of cash for financing activities.  During 2024, we repurchased 116,600 of our shares at a cost of $94,854 and cancelled these shares.  Also, during the month ended June 30, 2024, the Company repurchased 22,300 of our shares at a cost of $20,846.  These shares were reported as shares in treasury at June 30, 2024 and were cancelled in July 2024.  Further, during the month ended December 31, 2023, the company repurchased 28,500 of our shares at a cost of $20,744.  These shares were reported as shares in treasury at December 31, 2023 and were cancelled in January 2024.

We believe that our company has sufficient working capital to achieve our 2024 operating plan. However, our historical losses raise substantial doubt about our ability to continue as a going concern.  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 June 30, 2024, we had total cash and cash equivalents and restricted cash of $8,472,503 (December 31, 2023 - $7,450,784).  Working capital as of June 30, 2024 was $10,360,015 (December 31, 2023 - $8,767,542).  In all 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.

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Our shares of common stock, warrants and stock options outstanding as at August 6, 2024, June 30, 2024, December 31, 2023, and December 31, 2022 were as follows:

	August 6, 2024		June 30, 2024	December 31, 2023	December 31, 2022
Common Shares	46,033,817		46,056,117	46,201,217	46,446,917
Warrants	-		-	-	-
Stock Options	2,923,500		2,923,500	2,648,500	2,586,000
Fully diluted	48,957,317		48,979,617	48,849,717	49,032,917

Subsequent to June 30, 2024, 22,300 shares which were purchased in June 30 2024 were cancelled.  Also, subsequent to June 30, 2024, we repurchased 7,000 shares which will be cancelled in August 2024.

As of the date of this MD&A, the exercise of all outstanding options would raise approximately $1.0 million, however such exercise is not anticipated until the market value of our shares of common stock increases in value.

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 2024 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 2024.  However, our losses raise substantial doubt about our ability to continue as a going concern.  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.

Going Concern

The Company is in development as an exploration company.  It may need financing for its exploration and acquisition activities.  Although the Company has incurred a gain of $1,175,751 for the period ended June 30, 2024, it has an accumulated a deficit of $20,355,575.  Results for the period ended June 30, 2024 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 substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management of the Company ("Management") is of the opinion that sufficient financing will be obtained from external sources and further share issuances will be made to meet the Company's obligations.  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.

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Related Party Transactions

During the six-month periods ended June 30, 2024, and 2023, the Company entered into the following transactions with related parties:

	June 30, 2024	June 30, 2023
Consulting fees paid or accrued to officers or their companies	$ 619,168	$ 668,435
Directors' fees	1,104	1,115
Stock option grants to officers and directors	175,000	62,500
Stock option grant price range	CAD$ 1.30	CAD$ 0.92

Of the total consulting fees noted above, $459,687 (June 30, 2023 - $477,747), 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 $229,884 (June 30, 2023 - $238,873) of this amount.  As at June 30, 2024, a balance of $212,013 (December 31, 2023 - $152,415) 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 2024, the Company granted 175,000 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.  During 2023, the Company granted 62,500 options to insiders at a price of $0.68 (CAD$0.92).  A total of $23,750 was included in consulting fees related to these options. 

Material Commitments

Mineral Property Commitments

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

● to the Minerals Commission of Ghana for:

(a) to the Minerals Commission for: 

(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.  We made no equipment purchases in the six-month period ended June 30, 2024.  In 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.

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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 June 30, 2024 and December 31, 2023:

Level 1 - Cash equivalents		June 30, 2024			December 31, 2023
Money market funds	$	6,592,753		$	6,738,412
	$	6,592,753		$	6,738,412

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.

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Caution Regarding Forward-Looking Statements

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

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

Forward-Looking Statements	Assumptions	Risk Factors
Potential of Xtra-Gold's properties to contain economic gold deposits and other mineral deposits and/or to become near-term and/or low-cost producers	Availability of financing for our projects. 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.

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Forward-Looking Statements	Assumptions	Risk Factors
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.
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.

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

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

Dated:  August 6, 2024

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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 June 30, 2024

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.

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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 April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  August 6, 2024

James Longshore

___________________

James Longshore

Chief Executive Officer

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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 June 30, 2024.

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).

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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 April 1, 2024, and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  August 6, 2024

William Asiedu

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William Asiedu

Chief Financial Officer

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