6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2024

Commission File No. 001-32500

TRX GOLD Corporation

(Translation of registrant’s name into English)

277 Lakeshore Road East, Suite 403

Oakville, Ontario Canada L6J 1H9

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

Explanatory Note

TRX Gold Corp. (the “Company”) is furnishing this Form 6-K to provide its financial information for the three months ended November 30, 2023, and to incorporate such financial information into the Company’s registration statements referenced below.

Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Statement File numbers 333-248210; 333-250146; and 333-255526) and on Form S-8 (Registration Statement File number 333-234078) to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed.

Exhibits

The following exhibits are filed as part of this Form 6-K.

Exhibit No.	Document
99.1	Unaudited financial statements for the three months ended November 30, 2023
99.2	Management’s Discussion & Analysis for the three months ended November 30, 2023
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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.

TRX Gold Corporation
(Registrant)
By:	/s/Stephen Mullowney
	Stephen Mullowney, Chief Executive Officer

Date: January 16, 2024

EX-99.1

Exhibit 99.1 

TRX Gold Corporation

Interim Condensed Consolidated

Financial Statements

(Unaudited)

For the three months ended

November 30, 2023 and 2022

TRX Gold Corporation

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(Expressed in Thousands of US Dollars) 

	Note		November 30, 2023			August 31, 2023
Assets
Current assets
Cash		$	8,327		$	7,629
Amounts receivable	4		2,062			3,140
Prepayments and other assets	5		1,384			1,463
Inventories	6		5,408			4,961
Total current assets			17,181			17,193
Other long-term assets	4		3,234			2,948
Mineral property, plant and equipment	7		66,648			64,059
Total assets		$	87,063		$	84,200
Liabilities
Current liabilities
Amounts payable and accrued liabilities	15	$	12,972		$	11,571
Income tax payable			670			1,081
Current portion of deferred revenue	8		2,108			1,549
Current portion of lease liabilities			51			65
Derivative financial instrument liabilities	9		3,345			3,544
Total current liabilities			19,146			17,810
Lease liabilities			27			36
Deferred revenue	8		309			178
Deferred income tax liability			5,186			4,287
Provision for reclamation			860			833
Total liabilities			25,528			23,144
Equity
Share capital			165,458			164,816
Share-based payments reserve	12		8,683			8,807
Warrants reserve	13		1,700			1,700
Accumulated deficit			(122,389	)		(121,423	)
Equity attributable to shareholders			53,452			53,900
Non-controlling interest	14		8,083			7,156
Total equity			61,535			61,056
Total equity and liabilities		$	87,063		$	84,200

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

2

TRX Gold Corporation

Interim Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

(Unaudited)

(Expressed in Thousands of US Dollars, except per share amounts)

			Three months ended November 30,
	Note		2023			2022
Revenue	18	$	9,404		$	9,718
Cost of sales
Production costs			(4,508	)		(3,518	)
Royalty			(695	)		(697	)
Depreciation			(484	)		(193	)
Total cost of sales			(5,687	)		(4,408	)
Gross profit			3,717			5,310
General and administrative expenses	16		(2,211	)		(1,837	)
Change in fair value of derivative financial instruments	9		199			3,365
Foreign exchange losses			(80	)		(7	)
Interest and other expenses			(473	)		(185	)
Income before tax			1,152			6,646
Income tax expense	10		(1,191	)		(1,486	)
Net (loss) income and comprehensive (loss) income		$	(39	)	$	5,160
Net (loss) income and comprehensive (loss) income attributable to:
Shareholders		$	(966	)	$	3,512
Non-controlling interest			927			1,648
Net (loss) income and comprehensive (loss) income		$	(39	)	$	5,160
Basic (loss) earnings per share	11	$	(0.00	)	$	0.01

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

3

TRX Gold Corporation

Interim Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Expressed in Thousands of US Dollars, except share amounts)

	Share Capital				Reserves
	Number of Shares		Amount		Share-based payments			Warrants		Accumulated deficit			Shareholders' equity			Non-controlling interests		Total equity
Balance at August 31, 2022	276,146,184	$	163,946	$	6,825		$	1,700	$	(123,673	)	$	48,798		$	2,361	$	51,159
Shares issued for share-based payments	442,500		227		(227	)		—		—			—			—		—
Share-based compensation expense	—		—		809			—		—			809			—		809
Witholding tax impact on restricted share units ("RSUs")	—		—		(94	)		—		—			(94	)		—		(94	)
Net income for the period	—		—		—			—		3,512			3,512			1,648		5,160
Balance at November 30, 2022	276,588,684	$	164,173	$	7,313		$	1,700	$	(120,161	)	$	53,025		$	4,009	$	57,034
Shares issued for share-based payments	681,014		448		(452	)		—		—			(4	)		—		(4	)
Share-based compensation expense	—		—		1,888			—		—			1,888			—		1,888
Witholding tax impact on RSUs	—		—		148			—		—			148			—		148
Shares issued for cash, net of share issuance costs	200,000		105		—			—		—			105			—		105
Shares issued for cashless exercise of options	155,619		90		(90	)		—		—			—			—		—
Net (loss) income for the period	—		—		—			—		(1,262	)		(1,262	)		3,147		1,885
Balance at August 31, 2023	277,625,317	$	164,816	$	8,807		$	1,700	$	(121,423	)	$	53,900		$	7,156	$	61,056
Shares issued for share-based payments (Note 12)	1,465,417		642		(632	)		—		—			10			—		10
Share-based compensation expense (Note 12)	—		—		865			—		—			865			—		865
Witholding tax impact on share-based payments	—		—		(357	)		—		—			(357	)		—		(357	)
Net (loss) income for the period	—		—		—			—		(966	)		(966	)		927		(39	)
Balance at November 30, 2023	279,090,734	$	165,458	$	8,683		$	1,700	$	(122,389	)	$	53,452		$	8,083	$	61,535

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

4

TRX Gold Corporation

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in Thousands of US Dollars)

			Three months ended November 30,
	Note		2023			2022
Operating
Net (loss) income		$	(39	)	$	5,160
Adjustments for items not involving cash:
Non-cash items	20		2,955			(1,016	)
Changes in non-cash working capital:
Decrease in amounts receivable			1,032			915
Increase in inventories			(343	)		(125	)
Decrease (increase) in prepaid and other assets			79			(14	)
Increase in amounts payable and accrued liabilities			1,863			1,371
(Decrease) increase in income tax payable			(408	)		357
Cash provided by operating activities		$	5,139		$	6,648
Investing
Purchase of mineral property, plant and equipment		$	(3,774	)	$	(5,419	)
Increase in other long-term assets			(286	)		(617	)
Cash used in investing activities		$	(4,060	)	$	(6,036	)
Financing
Withholding taxes on settlement of share-based payments		$	(357	)	$	(94	)
Lease payments			(24	)		(64	)
Cash used in financing activities		$	(381	)	$	(158	)
Net increase in cash		$	698		$	454
Cash at beginning of the period			7,629			8,476
Cash at end of the period		$	8,327		$	8,930
Taxes paid in cash		$	700		$	—

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

5

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

(Expressed in Thousands of US dollars, except for share and per share amounts) 

1. Nature of operations

TRX Gold Corporation (“TRX Gold” or the “Company”) was incorporated in the Province of Alberta on July 5, 1990 under the Business Corporations Act (Alberta). The Company’s principal business activity is the exploration, development and production of mineral property interests in the United Republic of Tanzania (“Tanzania”).

The Company’s registered office is 400 3^rd Avenue SW, Suite 3700, Calgary, Alberta, T2P 4H2, Canada and the Company’s principal place of business is 277 Lakeshore Road E, Suite 403, Oakville, Ontario, L6J 6J3, Canada.

The Company’s common shares are listed on the Toronto Stock Exchange in Canada (TSX: TNX) and NYSE American in the United States of America (NYSE American: TRX).

The Company is primarily focused on development and mining operations, exploring, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.

2. Basis of preparation

a) Statement of compliance

The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements do not include all disclosures required by International Financial Reporting Standards (“IFRS”) for annual financial statements and should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2023.

These interim condensed consolidated financial statements were approved by the Board of Directors of the Company on January 11, 2024.

b) Basis of presentation and measurement

These interim condensed consolidated financial statements have been prepared on a going concern basis under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value as disclosed in Note 17. All amounts in these interim condensed consolidated financial statements are presented in U.S. dollars with all amounts rounded to the nearest thousand, except for share and per share data, or as otherwise noted. Reference herein of $ or USD is to U.S. dollars and C$ or CAD is to Canadian dollars.

3. Significant accounting policies, judgements and estimates

The accounting policies, judgements and estimates applied in these interim condensed consolidated financial statements are consistent with those set out in Notes 3 and 4 of the Company’s annual consolidated financial statements for the year ended August 31, 2023, except as described below:

6

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements, and IFRS Practice Statement 2, Making Materiality Judgements, requiring that an entity discloses its material accounting policies, instead of its significant accounting policies. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. Accounting policy information that relates to immaterial transactions, events or conditions is immaterial and need not be disclosed. The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

The amendments to IAS 1 and IFRS Practice Statement 2 were adopted on September 1, 2023 and did not have a material impact on the Company’s interim condensed consolidated financial statements.

Definition of Accounting Estimates (Amendments to IAS 8)

In February 2021, the IASB issued amendments to IAS 8, Accounting policies, changes in accounting estimates and errors. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error and effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors.

The amendments to IAS 8 were adopted on September 1, 2023 and did not have a material impact on the Company’s interim condensed consolidated financial statements.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

In May 2021, the IASB issued amendments to IAS 12, Income Taxes. The amendments to IAS 12 narrow the scope of the initial recognition exemption so that it no longer applies to transactions which give rise to equal amounts of taxable and deductible temporary differences. The Company is to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition for certain transactions, including leases and reclamation provisions.

The amendments to IAS 12 were adopted on September 1, 2023 and did not have a material impact on the Company’s interim condensed consolidated financial statements.

7

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

4. Amounts receivable

		November 30, 2023			August 31, 2023
Receivable from precious metal sales	$	—		$	488
Sales tax receivable(1)		5,221			5,554
Other		75			46
Other receivable		5,296			6,088
Less: Long-term portion		(3,234	)		(2,948	)
Total amounts receivable	$	2,062		$	3,140

(1) Sales tax receivables consist of harmonized services tax and value added tax ("VAT") due from Canadian and Tanzanian tax authorities, respectively. Tanzanian tax regulations allow for VAT receivable to be refunded or set-off against other taxes due to the Tanzania Revenue Authority ("TRA"). The Company has historically experienced delays in receiving payment or confirmation of offset against other taxes. The Company is in communication with the TRA and there is an expectation for either cash payments or offsetting of VAT receivable against other taxes in the future. VAT which the Company does not expect to recover within the next 12 months has been classified as long-term assets.

The Company held no collateral for any receivables. During the three months ended November 30, 2023, the Company recovered $1.3 million of VAT refunds from the TRA.

5. Prepayments and other assets

		November 30, 2023		August 31, 2023
Prepaid expenses	$	717	$	796
Deferred financing costs(1)		667		667
Total prepayments and other assets	$	1,384	$	1,463

(1) Consists of $0.5 million in commitment fees paid with respect to a share purchase agreement whereby the Company, at its sole discretion, has the right to sell up to $10 million of its common shares over a 36-month period and $0.2 million in deferred financing costs related to an At-the-Market Offering Agreement entered on May 12, 2023.

6. Inventories

		November 30, 2023		August 31, 2023
Ore stockpile	$	3,772	$	3,361
Gold in circuit		614		689
Gold doré		25		52
Total precious metals inventories		4,411		4,102
Supplies		997		859
Total inventories	$	5,408	$	4,961

8

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

7. Mineral property, plant and equipment

		Exploration and evaluation expenditures(1)		Mineral properties		Processing plant and related infrastructure		Machinery and equipment(2)		Other(3)		Total
Cost
As at August 31, 2023	$	1,864	$	41,202	$	23,063	$	1,624	$	351	$	68,104
Additions		91		813		2,282		2		—		3,188
As at November 30, 2023	$	1,955	$	42,015	$	25,345	$	1,626	$	351	$	71,292
Accumulated depreciation
As at August 31, 2023	$	—	$	899	$	2,138	$	828	$	180	$	4,045
Depreciation		—		476		52		57		14		599
As at November 30, 2023	$	—	$	1,375	$	2,190	$	885	$	194	$	4,644
Net book value
As at August 31, 2023	$	1,864	$	40,303	$	20,925	$	796	$	171	$	64,059
As at November 30, 2023	$	1,955	$	40,640	$	23,155	$	741	$	157	$	66,648

(1) Represents exploration and evaluation expenditures related to the Eastern Porphyry and Anfield deposits on the Buckreef property.

(2) Includes automotive and computer equipment and software.

(3) Includes leasehold improvements and right-of-use assets.

8. Deferred revenue

On August 11, 2022, the Company entered into a $5.0 million prepaid Gold Doré Purchase Agreement (“Agreement”) with OCIM Metals and Mining S.A. (“OCIM”). The Agreement requires funds to be made available to the Company in two tranches. During the three months ended November 30, 2023, the Company fully settled $2.5 million drawn on the first tranche of the Agreement. On July 11, 2023, the Company drew $1.0 million from the second tranche of the Agreement in exchange for delivering 46.4 ounces of gold per month, commencing October 2023, for a total of 603 ounces of gold over 13 months. On September 26, 2023, the Company drew an additional $0.5 million from the second tranche of the Agreement in exchange for delivering 23.5 ounces of gold per month, commencing December 2023, for a total of 305.4 ounces of gold over 13 months. On November 29, 2023, the Company drew an additional $1.0 million from the second tranche of the Agreement in exchange for delivering 44.1 ounces of gold per month, commencing February 2024, for a total of 573.2 ounces of gold over 13 months.

		Amount
As at August 31, 2023	$	1,727
Drawdown		1,500
Accretion of deferred revenue		112
Revenue recognized		(922	)
As at November 30, 2023	$	2,417

9

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

		November 30, 2023		August 31, 2023
Current portion of deferred revenue	$	2,108	$	1,549
Deferred revenue		309		178
Balance at end of period	$	2,417	$	1,727

9. Derivative financial instrument liabilities

		November 30, 2023		August 31, 2023
Derivative warrant liabilities	$	3,345	$	3,544
Total derivative financial instrument liabilities	$	3,345	$	3,544

a) Derivative warrant liabilities

		Amount
As at August 31, 2023	$	3,544
Change in fair value		(199	)
As at November 30, 2023	$	3,345

Derivative warrant liabilities of $3.3 million will only be settled by issuing equity of the Company. For the three months ended November 30, 2023, fair value changes amounted to a gain of $0.2 million (2022 – gain of $3.4 million).

Fair values of derivative warrant liabilities were calculated using the Black-Scholes Option Pricing Model with the following assumptions:

		November 30, 2023			August 31, 2023
Share price	$	0.40		$	0.39
Risk-free interest rate		4.42% - 4.63%			4.43% - 4.66%
Dividend yield		0	%		0	%
Expected volatility		51	%		52	%
Remaining term (in years)		2.2 – 3.2			2.5 – 3.4

The fair value is classified as level 3 as expected volatilities is determined using adjusted historical volatilities and were therefore not an observable input.

10

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

Sensitivity analysis

If expected volatility, the significant unobservable input, had been higher or lower by 10% and all other variables were held constant, net loss and net assets for the three months ended November 30, 2023 would increase or decrease by:

		November 30, 2023
10% change in expected volatilities		Increase			Decrease
(Loss) income	$	(814	)	$	786

10. Income tax

Income tax expense is recognized based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. The maximum amount of tax losses that a business can utilize in Tanzania is 70% of its taxable profit for the current year. The remaining 30% of taxable profit is subject to a statutory tax rate of 30%. As a result, Buckreef’s current income tax is calculated at an effective tax rate of 9% until Buckreef’s tax loss carryforwards are fully utilized. Tax losses in Tanzania can only be utilized by the entity to which the tax losses relate to.

The carrying value of Buckreef’s Mineral Property, Plant and Equipment is higher than their tax written down values due to historical mining incentives in Tanzania and accelerated depreciation for tax purposes. The taxable temporary difference between the carrying value of Mineral Property, Plant and Equipment and its tax basis in excess of available tax loss carryforwards resulted in a deferred tax liability.

For the three months ended November 30, 2023, the Company recorded income tax expense of $1.2 million, comprised of current income tax expense of $0.3 million and deferred income tax expense of $0.9 million (2022 – $1.5 million income tax expense comprised of current income tax expense of $0.4 million and deferred income tax expense of $1.1 million).

11. (Loss) earnings per share

		Three months ended November 30,
		2023			2022
Net (loss) income attributable to shareholders	$	(966	)	$	3,512
Weighted average number of common shares for basic EPS(1)		285,283,429			276,477,860
Effect of dilutive stock options, warrants, RSUs and share awards		—			1,221,178
Weighted average number of common shares for diluted EPS(1)		285,283,429			277,699,038

⁽¹⁾ The weighted average number of common shares for basic and diluted EPS include 6.3 million gross number of vested, but unissued, common shares relating to common share awards.

For the three months ended November 30, 2023, the weighted average number of common shares for diluted EPS excluded 15.4 million stock options, 2.8 million RSUs, 4.6 million common share awards and 39.0 million warrants that were anti-dilutive for the period (2022: 7.4 million stock options and 42.0 million warrants).

11

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

12. Share-based payments reserve

Share-based compensation expense for the three months ended November 30, 2023 totalled $0.9 million (2022: $0.8 million).

As at November 30, 2023, the Company had 5,225,271 (August 31, 2023 – 3,617,450) share awards available for issuance under the Omnibus Equity Incentive Plan.

a) Stock options

Canadian Dollars denominated stock options

	Number of stock options	Weighted average exercise price per share
Balance – November 30, 2023 and August 31, 2023	4,986,000	CAD $0.41

Options to purchase common shares carry exercise prices and terms to maturity as follows:

				Remaining
	Number of options		Expiry	contractual
Exercise price	Outstanding	Exercisable	Date	life (years)
C$0.40	2,259,000	2,259,000	October 11, 2026	2.9
C$0.40	95,000	95,000	October 6, 2024	0.9
C$0.43	2,065,000	2,065,000	September 29, 2026	2.8
C$0.43	467,000	467,000	October 6, 2024	0.9
C$0.35	100,000	100,000	January 2, 2027	3.1
C$0.41(1)	4,986,000	4,986,000		2.6 (1)

(1)  Total represents weighted average.

US Dollars denominated stock options

	Number of stock options		Weighted average exercise price per share
Balance – November 30, 2023 and August 31, 2023	10,450,000	$	0.49

Options to purchase common shares carry exercise prices and terms to maturity as follows:

					Remaining
	Number of options			Expiry	contractual
Exercise price		Outstanding	Exercisable	Date	life (years)
USD $0.50		7,375,000	2,950,000	August 17, 2027	3.7
USD $0.45		3,075,000	615,000	August 28, 2028	4.8
USD $0.49(1)		10,450,000	3,565,000		4.0(1)

12

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

For the three months ended November 30, 2023, share-based compensation expense related to stock options totalled $0.2 million (2022 – $0.1 million).

b) Restricted Share Units:

The following table sets out activity with respect to outstanding RSUs:

	Number of RSUs
Balance – August 31, 2023	3,473,077
Vested	(700,000	)
Balance – November 30, 2023	2,773,077

For the three months ended November 30, 2023, share-based payment expenses related to RSUs totalled $0.5 million (2022 - $0.2 million).

13. Warrants reserve

	Number of warrants		Weighted average exercise price per share	Weighted average remaining contractual life (years)
Balance – August 31, 2023	38,968,037	$	0.68	2.8
Balance – November 30, 2023	38,968,037	$	0.68	2.5

As at November 30, 2023, the following warrants were outstanding:

	Number of Warrants		Exercise price		Expiry date
Private placement financing warrants - December 23, 2020	2,777,268	$	1.50		December 23, 2023
Private placement financing warrants - February 11, 2021	16,461,539	$	0.80		February 11, 2026
Private placement financing broker warrants - February 11, 2021	1,152,307	$	0.80		February 11, 2026
Private placement financing warrants – January 26, 2022	17,948,718	$	0.44		January 26, 2027
Private placement financing placement agent warrants – January 26, 2022	628,205	$	0.44		January 26, 2027
Balance – November 30, 2023	38,968,037	$	0.68	(1)

(1)   Total represents weighted average.

13

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

14. Non-controlling interest

Summarized financial information for Buckreef is disclosed below:

		Three months ended November 30,
Income Statement		2023		2022
Revenue	$	9,404	$	9,718
Depreciation		484		193
Accretion expense		140		163
Income tax expense		1,191		1,486
Comprehensive income for the period		2,061		3,662

Statement of Financial Position		November 30, 2023			August 31, 2023
Current assets	$	11,542		$	11,238
Non-current assets		67,696			64,762
Current liabilities		(13,248	)		(12,113	)
Non-current liabilities		(6,354	)		(5,301	)
Advances from parent, net		(34,971	)		(36,049	)

		Three months ended November 30,
Statement of Cash Flows		2023			2022
Cash provided by operating activities	$	6,110		$	8,005
Cash used in investing activities		(4,057	)		(6,209	)
Cash used in financing activities		(1,089	)		(48	)

15. Related party transactions

Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

14

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

Remuneration of Directors and key management personnel of the Company was as follows:

		Three months ended November 30,
Directors and key management personnel		2023		2022
Remuneration (1)	$	436	$	459
Share-based compensation expense		693		714
Total directors and key management personnel	$	1,129	$	1,173

⁽¹⁾ Remuneration includes salaries and benefits for certain key management personnel and director fees. Certain members of the board of directors have employment or service contracts with the Company. Directors are entitled to director fees and share-based compensation for their services and officers are entitled to cash remuneration and share-based compensation for their employment services.

As at November 30, 2023, included in amounts payable is $0.1 million of board fees (August 31, 2023 - $0.4 million) due to related parties with no specific terms of repayment.

During the three months ended November 30, 2023, $0.2 million for stock options granted to key management personnel was expensed (2022 - $0.1 million) and $0.3 million for RSUs granted to directors and key management personnel was expensed (2022 - $0.2 million).

During the three months ended November 30, 2023, $0.2 million related to common share awards granted to key management personnel was expensed (2022 - $0.8 million).

16. General and administrative expenses

		Three months ended November 30,
		2023		2022
Directors’ fees (Note 15)	$	60	$	107
Insurance		85		99
Office and general		67		19
Shareholder information		158		128
Professional fees		189		101
Salaries and benefits (Note 15)		558		484
Consulting		177		51
Share-based compensation expense (Notes 12 and 15)		810		753
Travel and accommodation		78		47
Depreciation		13		40
Other		16		8
Total general and administrative expenses	$	2,211	$	1,837

15

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

17. Financial instruments

Fair value of financial instruments

The following table sets out the classification of the Company’s financial instruments as at November 30, 2023 and August 31, 2023:

		November 30, 2023		August 31, 2023
Financial Assets
Measured at amortized cost
Amounts receivable	$	2,062	$	3,140
Measured at fair value through profit or loss
Cash		8,327		7,629
Financial Liabilities
Measured at amortized cost
Amounts payables and accrued liabilities		12,972		11,571
Measured at fair value through profit or loss
Derivative financial instrument liabilities		3,345		3,544

Fair value estimates are made at a specific point in time based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy, giving the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs, are as follows:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

· Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and

· Level 3 – Inputs for assets or liabilities that are not based on observable market data.

As at November 30, 2023 and August 31, 2023, cash was classified as Level 1 and derivative financial instruments (Note 9) were classified as Level 3 under the fair value hierarchy.

18. Segmented information

Operating segments

The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the operating results, assesses the performance and makes capital allocation decisions of the Company viewed as a single operating segment engaged in mineral exploration and development in Tanzania. All amounts disclosed in the interim condensed consolidated financial statements represent this single reporting segment. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and does not meet the definition of an operating segment as defined in IFRS 8, Operating Segments.

16

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

Geographic segments

The Company is in the business of mineral exploration and production in Tanzania. Information regarding the Company’s geographic locations are as follows:

		Three months ended November 30,
Revenue		2023		2022
Tanzania	$	9,404	$	9,718
Total revenue	$	9,404	$	9,718

During the three months ended November 30, 2023, the Company generated 90% (2022 – 100%) of its revenue from one (2022 – one) customer totalling $8.5 million (2022 – $9.7 million).

Non-current assets		November 30, 2023		August 31, 2023
Canada	$	52	$	55
Tanzania		69,830		66,952
Total non-current assets	$	69,882	$	67,007

19. Commitments and contingencies

Commitments:

In order to maintain its existing mining and exploration licenses, the Company is required to pay annual license fees. As at November 30, 2023 and August 31, 2023, these licenses remained in good standing and the Company is up to date on its license payments.

Contingencies:

The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, no provisions for the settlement of outstanding litigation and potential claims have been accrued as at November 30, 2023 and August 31, 2023.

17

TRX Gold Corporation

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended November, 2023 and 2022

(Unaudited)

 (Expressed in Thousands of US dollars, except for share and per share amounts)

20. Non-cash items

		Three months ended November 30,
		2023			2022
Depreciation	$	497		$	233
Change in fair value of derivative financial instruments (Note 9)		(199	)		(3,365	)
Share-based compensation expense (Note 12)		875			809
Accretion of provision for reclamation		27			35
Deferred income tax expense (Note 10)		899			1,129
Accretion of lease liabilities		1			5
Deferred revenue (Note 8)		578			—
Accretion of deferred revenue (Note 8)		112			127
Foreign exchange losses (gains)		165			(4	)
Other expenses		—			15
Total non-cash items	$	2,955		$	(1,016	)

21. Subsequent event

In December 2023, the Company entered into a series of gold zero-cost collar contracts for 600 gold ounces per month for a total of 3,000 gold ounces to be settled from January 2024 to May 2024, at a maximum and minimum gold price of $2,150 and $1,850 per gold ounce, respectively.

18

EX-99.2

Exhibit 99.2

TRX GOLD CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three month period ended November 30, 2023

Management’s Discussion and Analysis November 30, 2023

The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations for TRX Gold Corporation (“TRX Gold” or the “Company”) should be read in conjunction with the Company’s unaudited interim consolidated financial statements for the three months ended November 30, 2023, as well as the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 40-F and Annual Information Form for the year ended August 31, 2023. The financial statements and related notes of TRX Gold have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Additional information, including our press releases, has been filed electronically on SEDAR+ and is available online under the Company’s profile at www.sedarplus.ca and on our website at www.TRXGold.com.

This MD&A reports our activities through January 12, 2024 unless otherwise indicated. References to the 1^st quarter of 2024 or Q1 2024, and references to the 1^st quarter of 2023 or Q1 2023 mean the three months ended November 30, 2023 and 2022, respectively. Unless otherwise noted, all references to currency in this MD&A refer to US dollars. Unless clearly otherwise referenced to a specific table, numbers referenced refer to numbered Endnotes on page 37.

Disclosure and Cautionary Statement Regarding Forward Looking Information

This MD&A contains certain forward-looking statements and forward-looking information, including without limitation statements about TRX Gold’s future business, operations and production capabilities. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Although TRX Gold believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. The actual achievements of TRX Gold or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. These risks, uncertainties and factors include general business, legal, economic, competitive, political, regulatory and social uncertainties; actual results of exploration activities and economic evaluations; fluctuations in currency exchange rates; changes in costs; future prices of gold and other minerals; mining method, production profile and mine plan; delays in exploration, development and construction activities; changes in government legislation and regulation; the ability to obtain financing on acceptable terms and in a timely manner or at all; contests over title to properties; employee relations and shortages of skilled personnel and contractors; and the speculative nature of, and the risks involved in, the exploration, development and mining business.

Mr. Andrew Mark Cheatle, P.Geo., MBA, ARSM, is the Company’s in-house Qualified Person under National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”) and has reviewed and approved the scientific and technical information in this MD&A. Mr. Cheatle is the Chief Operating Officer, a Director of TRX Gold and a Director of the Company’s subsidiaries, including Buckreef Gold Company Limited (“Buckreef Gold”) and TRX Gold Tanzania Limited (“TRX Gold Tanzania”). Therefore, he is not considered to be independent under NI 43-101. Mr. Cheatle has over 30 years of relevant industry experience, a Master of Business Administration (MBA) from Capella University, USA (2005), and an Honours Degree in Geology from the Royal School of Mines, Imperial College, London, UK (1985). He is a registered professional geoscientist with Professional Geoscientists of Ontario, Canada (Reg. No. 0166).

1

Management’s Discussion and Analysis November 30, 2023

The disclosure contained in this MD&A of a scientific or technical nature relating to the Company’s Buckreef Project has been summarized or extracted from the technical report entitled “The National Instrument 43-101 Independent Technical Report, Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzania, East Africa For TRX Gold” with an effective date (the “Effective Date”) of May 15, 2020 (the “2020 Technical Report”). The 2020 Technical Report was prepared by or under the supervision Mr. Wenceslaus Kutekwatekwa (Mining Engineer, Mining and Project Management Consultant) BSc Hons (Mining Eng.), MBA, FSAIMM, of Virimai Projects, and, Dr Frank Crundwell, MBA, PhD, a Consulting Engineer, each of whom is an independent Qualified Person as such term is defined in NI 43-101. The information contained herein is subject to all of the assumptions, qualifications and procedures set out in the 2020 Technical Report and reference should be made to the full details of the 2020 Technical Report which has been filed with the applicable regulatory authorities and is available on the Company’s profile at www.sedarplus.ca. The Company did not complete any new work that would warrant reporting material changes in the previously reported Mineral Resource (“MRE”) and Mineral Reserve statements during the year ended August 31, 2023. The Company has engaged two globally recognized and respected mining consulting groups to undertake a comprehensive review of the MRE, and economic analysis which was previously conducted under the 2003 CIM code. This in turn follows significant infill and exploration drilling, plus other required technical work undertaken over the prior 18 months. This work is currently being undertaken to be compliant with the November 2019 CIM Code for the Valuation of Mineral Properties, which are different with respect to the 2003 guidelines. There can be no assurance that there will not be a change in the MRE and Mineral Reserve as disclosed in the 2020 Technical Report after such work has been updated (in accordance with the 2019 CIM code).

Certain information presented in this MD&A may constitute “forward-looking statements” and “forward looking information” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and under securities legislation applicable in Canada, respectively. Such forward-looking statements and information are based on numerous assumptions, and involve known and unknown risks, uncertainties, and other factors, including risks inherent in mineral exploration and development, which may cause the actual results, performance, or achievements of the Company to be materially different from any projected future results, performance, or achievements expressed or implied by such forward-looking statements and information. Investors are referred to our description of the risk factors affecting the Company, as contained in our U.S. Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 40-F and Report of Foreign Private Issuer on Form 6-K, and our Annual Information Form also posted on SEDAR+, for more information concerning these risks, uncertainties, and other factors.

TRX Gold Corporation

TRX Gold is rapidly advancing the Buckreef Gold Project. Anchored by a Mineral Resource published in May 2020¹, the project currently hosts an NI 43-101 Measured and Indicated Mineral Resource (“M&I Resource”) of 35.88 million tonnes (“MT”) at 1.77 grams per tonne (“g/t”) gold containing 2,036,280 ounces (“oz”) of gold and an Inferred Mineral Resource of 17.8 MT at 1.11 g/t gold for 635,540 oz of gold. The leadership team is focused on creating both near-term and long-term shareholder value by increasing gold production to generate positive cash flow. The positive cash flow will be utilized for exploratory drilling with the goal of increasing the current mineral resource base and advancing the larger project development which represents 90% of current mineral resources. TRX Gold’s actions are led by the highest environmental, social and corporate governance (“ESG”) standards, evidenced by the relationships and programs that the Company has developed during its nearly two decades of presence in the Geita Region, Tanzania. Please refer to the Company’s Updated Mineral Resources Estimate for Buckreef Gold Project, dated May 15, 2020¹ and filed under the Company’s profile on SEDAR+ and with the SEC on June 23, 2020 (the “2020 Technical Report”) for more information.

¹ See Cautionary Statement

2

Management’s Discussion and Analysis November 30, 2023

Highlights – First Quarter 2024

During Q1 2024 the Company continued to use cash flow generated from mining operations to fund additional growth at Buckreef Gold. During Q1 2024, the Company recorded: (i) production of 4,927 ounces of gold, (ii) revenue of $9.4 million, (iii) gross profit of $3.7 million, (iv) operating cash flow of $5.1 million, and (v) Adjusted EBITDA of $2.6 million. The Company reinvested $3.8 million during the quarter to successfully grow Buckreef Gold by advancing construction on the project aimed at expanding annual processing plant throughput by 75-100%, while simultaneously advancing construction of a significantly expanded tailings storage facility (“TSF”) to accommodate higher production volumes and support the long-term growth of Buckreef Gold. These positive results continue to demonstrate the immense opportunity at Buckreef Gold and reflect successful execution of the Company’s sustainable business plan where cash flow from operations funds value creating activities.

Key highlights for Q1 2024 include:

· The Company achieved zero lost time injuries (“LTI”) and there were no reportable environmental or community related incidents during Q1 2024. Subsequent to Q1 2024, Buckreef Gold achieved, for a second time, 1 million hours LTI free work.

· During Q1 2024 the Company poured 4,927 ounces of gold and sold 4,895 ounces of gold, resulting in positive operating cash flow of $5.1 million.

· In Q1 2024, recognized revenue of $9.4 million, cost of sales of $5.7 million, generating gross profit of $3.7 million, gross profit margin of 40%, and Adjusted EBITDA² of $2.6 million.

· The Company used cash flow from operations to continue to advance the project aimed at expanding process plant throughput by 75-100%. The new 1,000 tonne per day (“tpd”) ball mill arrived on site in early October 2023 and earthworks have commenced for the ball mill plinth, tank line foundation and bund wall which will support the additional leach tanks. The Company has completed in-depth engineering reviews and started construction work on the new crushing circuit beginning in November 2023. The initial phase of the new crushing circuit arrived on site in January 2024 and is configured to produce a finely crushed ore ‘product’ suitable for the existing and future ball mills. It is expected that the new crushing circuit will help drive increased throughput and recovery percentages and will provide capacity for increased production. It is also expected to improve options for material handling, provide equipment redundancy to eliminate or reduce plant downtime, and improve grind size allowing for more efficient, cost-effective processing of sulphide ore. Concrete construction has been completed and is curing. Steel design, fabrication and construction of the new crushing circuit continues at a rapid pace, and completion is expected in Q2 2024. The full process plant expansion aimed at expanding throughput by 75-100% has a targeted completion date in the second half (“H2”) of fiscal 2024 (“F2024”) and is expected to benefit production in Q4 2024.

· The Company continues to expect gold production for F2024 to be between 25,000 – 30,000 ounces at total average cash cost¹ of $800 – 900 per ounce.

· During Q1 2024, the Company announced the appointment of Shubo Rakhit as Chairman of the TRX Gold Board following the passing of its founder and Chairman James E. Sinclair, at the age of 82. Mr. Sinclair founded TRX Gold and had been Chairman and Director since 2000.

3

Management’s Discussion and Analysis November 30, 2023

Fiscal 2024 Outlook

· The Company has continued to advance a project aimed at increasing the average annual throughput by 75-100% with an expansion of the existing carbon-in-leach (“CIL”) plant. As demonstrated with the first plant upgrade, construction will seamlessly integrate into the existing operating plant. This includes an expansion of the crushing circuit and installation of a 1,000 tpd ball. The new 1,000 tpd ball mill arrived on site in early October 2023 and earthworks have commenced for the ball mill plinth, tank line foundation and bund wall which will support the additional leach tanks. The Company has completed in-depth engineering reviews and started construction work on the new crushing circuit beginning in November of 2023. The initial phase of crushing equipment has arrived safely on site, with all other long lead items in transit. Concrete construction has been completed and is curing. Steel design, fabrication and construction of the new crushing circuit continues at a rapid pace, and completion is expected in Q2 2024. Buckreef Gold is targeting an expected completion date for the full process plant expansion aimed at increasing throughput by 75-100% in the second half of F2024. The total capital cost of the mill expansion is expected to be approximately $6.0 million, of which approximately $1.9 million has been incurred to date. The remaining capital cost will be funded from a combination of existing cash resources, cash flow from operations, ore stockpiles, gold forward sales and bank financing. Buckreef Gold is currently in advanced discussions with Tanzanian banks for both operating and term loan facilities.

· F2024 production and cost guidance ranges are unchanged from when they were originally estimated and released in November 2023.

· The Company continues to expect gold production to be between 25,000 - 30,000 ounces at total average cash cost¹ of $800 - $900 per ounce. Gold production is expected to be lower in the first half of F2024 due to the ramp-up and commissioning of the 2,000 tpd processing plant during Q3/Q4 2024. Higher production and lower cash cost per ounce are expected in H2 F2024 once the ramp-up is complete and the processing plant achieves steady state operation at nameplate capacity of 2,000+ tpd.

· Operating cash flow from the 2,000+ tpd processing plant will be predominantly reinvested in the Company with a focus on value enhancing activities, including: (i) enhancements to the 2,000+ tpd processing plant (and other site upgrades), (ii) exploration and drilling with a focus on potential mineral resource expansion at Buckreef Main (northeast and south), Buckreef West, Anfield, Eastern Porphyry extension; (iii) additional capital programs focused on further plant expansions and production growth; and (iv) enhanced CSR/ESG programs.

· The Company continues to expect exploration spending in F2024 to include diamond drill and reverse circulation drilling services provided by State Mining Corporation (“STAMICO”) for a program which includes; brownfields drilling at Buckreef Main Zone (NE and SW), Buckreef West, Eastern Porphyry, and greenfield drilling at Anfield. Exploration drilling for F2024 is expected to commence in H2 F2024.

· The larger project, in which the ‘sulphide ore’ encompasses approximately 90+% of the Buckreef Main Zone’s Measured and Indicated Mineral Resources, is a key mid-to-long term value driver. Unlocking this value is an important business objective for the Company. The larger project will evaluate the options for a high return large scale operation. It is the goal of the Company to exceed the metrics outlined in the 2020 Technical Report, including annual production, strip ratios and key financial metrics. The Company continues to work with our principal consultants on advancing the larger project, including advanced metallurgical testing across the deposit and geotechnical studies for a deeper pit. Concurrent with this work, the Company has started assessing the construction and operation of a significantly larger processing facility.

4

Management’s Discussion and Analysis November 30, 2023

Operational and Financial Details – First Quarter 2024

Mining and Processing

· During the three months ended November 30, 2023, Buckreef Gold reported LTI and recorded a safety incident frequency rate of 0 (per million hours). For the three months ended November 30, 2023, including contractors, Buckreef Gold recorded a safety incident frequency rate of 0 (per million hours). The Company’s two main contractors, FEMA Builders Limited (“FEMA”) and STAMICO, recorded a safety incident frequency rate of 0 (per million hours).

· During Q1 2024, Buckreef Gold poured 4,927 ounces of gold (Q1 2023: 5,395 ounces) and sold 4,895 ounces of gold (Q1 2023: 5,754 ounces). The 9% decrease in gold production in Q1 2024 compared to the prior year period is mainly attributable to a lower head grade of 2.57 g/t (Q1 2023: 3.06 g/t) and a lower average recovery of 81% (Q1 2023: 91%). While head grades remain above the average of the mineral resource estimate (of 2020), the higher grades processed in Q1 2023 reflect material that was prioritized concurrent with the commissioning of the 1,000 tpd processing plant. Additionally, in Q1 2023 the mill processed 100% oxide material at higher gold recoveries than the blended material processed in Q1 2024 (52% oxide / 48% sulphide).

· The Company is continuing its variable metallurgical work with SGS (South Africa) to determine gold recoveries and strategies across the deposit and at different depths. Following initial metallurgical test work findings (2021) and results from a recent bulk sample (2023) from sulphide ore, the Q1 2024 recovery of 81% is within the anticipated range of initial test-work gold recoveries for sulphide ore (refer to press release dated 6/9/2021) based on the grind size and retention time realized during the quarter. The Company prioritized a lower retention time in the CIL tanks to maximize ounces poured and cashflow realized during Q1 2024. Recoveries are expected to improve by improving the grind size to greater than 80% passing 75 microns (p80 of 75µ), which was realized in Q1 2024, and increasing retention times to those similar to the recent ‘bulk sample’ test (refer to press release dated 6/15/2023). In addition, the commissioning of the new crushing circuit with the capacity to process 3,600 to 4,800 tpd is designed to provide a steady and finer feed to the milling section thus improving the grindability. The new crushing circuit is scheduled to come online in Q2 2024. Later in the year, the commissioning of the new 630kW ball mill is also expected to improve grindability and gold recovery.

· During Q1 2024, the Company started construction of the new crushing circuit as an initial phase of the plant expansion project to 2,000+ tpd. The new crushing plant is rated to process 3,600 to 4,800 tpd of ore and will replace the existing circuit with new equipment comprising: run-of-mine (“ROM”) bin, apron feeder, conveyors, vibrating grizzly, primary jaw crusher and secondary and tertiary cone crushers. The crushing plant configuration is designed to produce a finely crushed ore ‘product’ suitable for the existing and future ball mills to improve grind size for a more efficient, cost-effective processing of sulphide ore. This new circuit is also expected to help drive increased throughput, recovery percentages and it continues to demonstrate the Company’s overall design philosophy of simplicity, redundancy, and durability. Subsequent to Q1/2024 concrete construction for the new crushing circuit has been completed and is curing. Steel design, fabrication and construction continues at a rapid pace, and completion is expected in Q2 2024 (Figures 4a, b and c).

· Total ore mined in Q1 2024 was 102 kt (Q1 2023: 68 kt) and total waste mined was 454 kt (Q1 2023: 438 kt) contributing to a strip ratio of 4.5 (waste:ore tonnes) (Q1 2023: 6.5 waste:ore tonnes). The 9% increase in total tonnes mined compared to the prior year period is mainly related to a higher mining rate to feed the 1,000+ tpd processing plant which was commissioned in late Q1 2023.

· As at November 30, 2023, the ROM pad stockpile contained 294,715 tonnes at an average grade of 1.14 g/t with an estimated 10,776 ounces of contained gold. A further stockpile of crushed mill feed of 2,175 tonnes at 2.52 g/t containing an estimated 176 ounces of gold has been accumulated between the crusher and mill. The fair market value of the ounces of gold on the ROM pad stockpile and crushed ore stockpile is approximately $22 million using the London PM Fix gold price of $2,035 per ounce as at November 30, 2023. Since year-end August 31, 2023, the Company added to the ROM pad stockpile (2,034 ounces) but drew down 244 ounces on the crushed ore stockpile to support mill feed. These fluctuations in ROM pad inventory are anticipated throughout the course of the year and are designed to ensure steady state processing. During Q1 2024, the Company processed stockpiled and mined material through the 1,000+ tpd processing plant (which includes 7 large CIL tanks) and consequently reported gold in circuit, reflecting a buildup of metal inventory in the CIL tanks. The Company reported 884 ounces of gold in circuit at November 30, 2023, which reflected an increase of 31 ounces from August 31, 2023 following gold elution and smelting activity during Q1 2024. The stockpile and gold in circuit balance provides support for the Company to meet its production guidance in F2024.

5

Management’s Discussion and Analysis November 30, 2023

· Phase 1 of TSF 2.2 construction has been completed and the bulk of the Phase 2 construction work has been substantially completed. Remaining work to be completed includes completion of the seepage cut-off drain line (90% completed), final connections for the solution drain line and seepage cut-off drain line in the return water pond, minor slope dressing and lining of the return water pond. Once completed, Phase 2 of TSF 2.2 will provide storage into Q2 2025. The final phase of TSF 2.2 construction is planned for Q1 of 2025, which will provide further storage until the beginning of Q1, 2026. Long term solutions are being pursued, including two sites for long term tailings deposition, as well as using thickened tails (dry stacking) with co-disposal with pit waste.

· Subsequent to Q1 2024, Buckreef Gold achieved, for a second time, 1 million hours lost time injury free work.

Exploration

· In Q1 2024, the Company primarily focused on grade control drilling to support mining activity during the quarter. Exploration drilling for F2024 is expected to commence beginning in H2 F2024, and will focus on infill and expansion drilling at Eastern Porphyry, Buckreef West, inferred mineral resources and strike extensions, both to the NE and SW of the Main Zone – which, if successful, has the potential to increase tonnes to higher mineral resource categories.

Larger Project

· Buckreef Gold has commenced the long-lead items for de-risking the larger project, including: (i) geotechnical characterization to determine the ultimate pit slopes of the 2-kilometre-long open pit. The field work was completed in early Q3 2023 with consultants SGS Canada Inc (“SGSC”) and Terrane Geoscience Inc; and (ii) the variability metallurgical study for the first 5 - 7 years of potential production of the larger project. To date a total of 19 metallurgical holes (2,367 meters) have been completed along the entire strike of the Buckreef Main deposit. These holes were shipped to SGS South Africa for metallurgical testing. Both projects are nearing completion.

· The Company, in conjunction with Ausenco Engineering Canada Inc. (“Ausenco”), has identified potential locations for the larger processing plant, tailing storage facilities, potential dry stack tailings facility, waste rock piles and other associated infrastructure. All locations are subject to successful ‘sterilization drilling’, which commenced in Q2 2023, and ongoing planning.

· During fiscal 2023 (“F2023”), the Company received significant assay results for the metallurgical testing program, the results of which demonstrate: (i) continuity of mineralization down dip and along strike of the deposit; and (ii) excellent width and grade of mineralization. As part of the upcoming metallurgical variability study, using core from this program, the Company plans to confirm the amenability of the sulphide material to be processed through the existing processing plant, using its relatively simple flowsheet. This study, in conjunction with the previously reported 6,500 tonne bulk sample results, is expected to have positive implications for potential plant expansions and a straightforward flow sheet similar to the existing processing plant.

Environmental, Social and Corporate Governance

· The Company is committed to working to high ESG standards and is implementing several community programs, while continuing to develop a broader framework and policies. There were no reportable environmental or community related incidents during the three months ended November 30, 2023. Buckreef Gold continued to develop its ESG program during the quarter, after successfully partnering with the Geita District and District Commissioners on school, water and health projects.

6

Management’s Discussion and Analysis November 30, 2023

· Buckreef Gold worked with Geita District Council and local wards to collaboratively identify programs that focus on short to long term educational needs, which in turn is aligned with Buckreef Gold’s local hiring practices and includes Science, Technology, Engineering and Mathematics and gender goals.

· A Memorandum of Understanding was signed in Q2 2022 between Buckreef Gold and the Geita District Council to provide support around education in the wards of Lwamgasa, Kaseme, Busanda and Bugulula, being the host wards for the mine site. A total of 420 million Tanzania Shillings (approximately $180,000) was budgeted by Buckreef Gold for F2024 to support priority areas in agreement with the Geita District Council. The Company expects construction activities to commence in Q2 2024 on upgrades to the primary schools, secondary schools and health centers in the Busanda, Kaseme and Lwamgasa districts.

· Buckreef Gold’s operations: (i) are connected to the Tanzanian national electricity grid and utilize grid power which is significantly and increasingly sourced from hydroelectric facilities (in Tanzania); (ii) recycle all water used in its operations; (iii) do not discharge water from its operations; (iv) employ a workforce that comprises 100% Tanzanian citizens (122 full-time employees, 259 contract miners and project contractors); (v) include development and building activities that are focused on maximizing local content; and (vi) exhibit a ‘100 mile diet’ by procuring all food locally. In addition, the Company is evaluating utilization of dry stack tailings for the larger project.

· The Company supports local procurement in its activities by first sourcing within the immediate wards, then out to district, region and nation. Only those items or services not available in Tanzania are purchased externally, first prioritizing East Africa, Africa, then globally.

· The Company will continue to develop a broader ESG program, including reporting aligned with definitions from the World Economic Forum, and identifying its contributions to the United Nations Sustainable Development Goals over F2024.

Financial

· During Q1 2024, Buckreef Gold poured 4,927 ounces of gold and sold 4,895 ounces of gold at an average realized price¹ of $1,942 per ounce excluding the revenue and gold ounces sold related to the prepaid gold purchase agreement with OCIM Metals & Mining SA (“OCIM”) (“average realized price (net)¹”).

· During Q1 2024, the Company recognized revenue of $9.4 million, cost of sales of $5.7 million and cash cost¹ of $1,063 per ounce. The Company generated gross profit of $3.7 million (40% gross profit margin), quarterly net income (loss) of $nil, operating cash flow of $5.1 million and Adjusted EBITDA¹ of $2.6 million. The decrease in revenue, gross profit, operating cashflow and Adjusted EBITDA¹ compared to the prior comparative period is mainly related to lower ounces of gold sold during Q1 2024 (Q1 2023: 5,754 ounces).

· For F2024, to mitigate the impact of higher fuel cost associated with diesel genset power usage experienced during F2023, the Company engaged TANESCO, and the regional government to ensure better continuity of grid power as required by Buckreef Gold. In November 2023 a new 33 kilo-volt-ampere (“kVA”) powerline was commissioned by TANESCO, which accesses power from a substation closer to Buckreef (60 km from site as compared to the prior powerline which is located 250 km from site). The connection of the new power line to Buckreef Gold was completed during November 2023 and is expected to provide more stable, consistent power availability for the expanded plant. The Company is evaluating with local experts (CSI Energy) its short term and longer-term power requirements, which may include industrial scale battery power (that can act as a ‘power stabilizer’ and backup power source) to reduce reliance on diesel genset power in the future.

· As at November 30, 2023, the Company had cash of $8.3 million and working capital of $3.5 million after adjusting for derivative liabilities which will only be settled by issuing equity of the Company and for the current portion of deferred revenue related to the OCIM prepaid gold purchase agreement.

7

Management’s Discussion and Analysis November 30, 2023

· Subsequent to Q1 2024, the Company entered into a series of gold zero-cost collar contracts for 600 gold ounces per month for a total of 3,000 gold ounces to be settled from January 2024 to May 2024, at a maximum and minimum gold price of $2,150 and $1,850 per gold ounce, respectively.

· During Q4 2022, the Company entered into a $5.0 million prepaid Gold Doré Purchase Agreement (“Agreement”) with OCIM. The Agreement requires funds to be made available to the Company in two tranches. During the three months ended November 30, 2023, the Company fully settled $2.5 million drawn on the first tranche of the Agreement. On July 11, 2023, the Company drew $1.0 million from the second tranche of the Agreement in exchange for delivering 46.4 ounces of gold per month, commencing October 2023, for a total of 603 ounces of gold over 13 months. On September 26, 2023, the Company drew an additional $0.5 million from the second tranche of the Agreement in exchange for delivering 23.5 ounces of gold per month, commencing December 2023, for a total of 305.4 ounces of gold over 13 months. On November 29, 2023, the Company drew an additional $1.0 million from the second tranche of the Agreement in exchange for delivering 44.1 ounces of gold per month, commencing February 2024, for a total of 573.2 ounces of gold over 13 months.

· As at November 30, 2023, the Company recognized $5.2 million of sales tax receivable on the Consolidated Statements of Financial Position. Sales tax receivables consist of harmonized services tax and value added tax (“VAT”) due from Canadian and Tanzanian tax authorities, respectively. Tanzanian tax regulations allow for VAT receivable to be refunded or set-off against other taxes due to the Tanzania Revenue Authority ("TRA"). During the three months ended November 30, 2023, the Company received $1.3 million of VAT refunds from the TRA.

Board of Directors

· On October 9, 2023, the Company announced the passing of its founder and Chairman James E. Sinclair, at the age of 82. Mr. Sinclair founded TRX Gold and acted as Chairman and Director since 2000.

· On October 23, 2023, the Company announced the appointment of Shubo Rakhit as Chairman of the TRX Gold Board. Mr. Rakhit has had a prominent career as a highly respected strategist and sought after trusted advisor. His 30+ year career has included senior positions at several global and Canadian investment banks and advisory firms including CIBC, Bank of Nova Scotia, Bank of America Securities, KPMG Corporate Finance and Echelon Wealth Partners. Mr. Rakhit’s distinguished career includes leading over $90 billion of M&A transactions, and over $100 billion of global capital markets issuance, including many well-known transformational transactions and complex capital solutions, that have also encompassed mining companies. The strength of his relationships is characterized by authenticity and trust that will assist the Company in broadening its access to capital markets and its strategic direction at a time of rapid growth for the organization.

8

Management’s Discussion and Analysis November 30, 2023

Operational Overview

The Buckreef Gold Project

The Company is focused on the Buckreef Gold Project located in the Geita District of the Geita Region south of Lake Victoria, approximately 110 km southwest of the City of Mwanza, Tanzania (Figure 1). The Buckreef Gold Project area can be accessed by ferry across Smiths Sound, via a paved national road and, thereafter, via well maintained unpaved regional roads. The Buckreef Gold Project comprises five prospects, namely Buckreef (encompassing three prospects), Eastern Porphyry and Anfield. The Buckreef Gold Project itself encompasses three main mineralized zones: Buckreef South, Buckreef Main and Buckreef North. The Buckreef Gold Project is fully licensed for mining and the extraction of gold.

The Buckreef Gold Project Mineral Resources as of May 15, 2020, are as follows:

	Measured				Indicated				Inferred				Total (Measured + Indicated)
		Tonnes	Grade	Au		Tonnes	Grade	Au		Tonnes	Grade	Au		Tonnes	Grade	Au
Area		MT	g/t	Oz		MT	g/t	Oz		MT	g/t	Oz		MT	g/t	Oz
Buckreef		19.98	1.99	1,281,160		15.89	1.48	755,120		17.82	1.11	635,540		35.88	1.77	2,036,280
Eastern Porphyry		0.09	1.20	3,366		1.02	1.17	38,339		1.24	1.39	55,380		1.10	1.18	41,705
Tembo		0.02	0.99	531		0.19	1.77	10,518		0.27	1.92	16,461		0.20	1.70	11,048
Bingwa		0.90	2.84	82,145		0.49	1.48	23,331		0.22	1.49	10,541		1.39	2.36	105,477
Total		20.99	2.03	1,367,202		17.59	1.46	827,308		19.55	1.14	717,922		38.57	1.77	2,194,510

Note: Main Zone at 0.4 g/t cut-off, and Eastern Porphyry, Bingwa and Tembo at 0.5 g/t cut-off

 Mineral Resources inclusive of Mineral Reserves

 Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

 All resources below 540 mRL are classified as inferred

 Estimates over variable widths of 2 to 40 meters

 Bulk Density ranges 2.0 g/cm³ to 2.8 g/cm³

 55% attributable to the Company

 Effective Date: May 15, 2020

The Buckreef Gold Project Mineral Reserves remained as of the May 15, 2020 Technical Report and are tabulated below.

Buckreef Reserves	Tonnes	Grade	In Situ Gold Content
	(Mt)	Au (g/t/)	Kg	oz
Proven-Stockpile	119,726	1.86	223	7,160
Proven	9,352,183	1.72	16,092	517,358
Probable	9,730,764	1.36	13,265	426,492
Mineral Reserves	19,202,673	1.54	29,580	951,010

1) Mineral Reserves is inclusive of Mineral Reserve shapes, mining recovery, mining dilution and open pit preproduction development costs. Mineral Reserve estimate includes dilution.

2) Mineral Reserve was estimated using NI 43-101F compliant Standards on Mineral Resources and Reserves, Definitions.

3) Contained metal may differ due to rounding.

Mineral Resource and Reserve Statements

The Company did not complete any new work that would warrant reporting material changes in the previously reported MRE and Mineral Reserve statements during this reporting period. The Company has engaged two globally recognised and respected mining consulting groups to undertake a comprehensive review of the MRE. This in turn follows significant infill and exploration drilling, plus other required technical work undertaken over the prior 18 months. This work is currently being undertaken to be compliant with the November 2019 CIM Code for the Valuation of Mineral Properties, which are different with respect to the 2003 guidelines (refer to cautionary statement on page 2).

9

Management’s Discussion and Analysis November 30, 2023

Figure 1: Location of Buckreef Gold Project Licences in the Lake Victoria Greenstone Belt

10

Management’s Discussion and Analysis November 30, 2023

Processing Plant and Operations

In September 2022, Buckreef Gold announced that the 1,000+ tpd oxide mill circuit was commissioned and was ramping up production from its original 360 tpd capacity. First ore was introduced to the expanded processing plant in September 2022 and the team ramped up throughput reaching nameplate capacity of 1,000+ tpd at the end of October 2022. Commercial production of the 1,000+ tpd processing plant was declared in November 2022.

Select operating, financial and stockpile information from the expanded operation for the three months ended November 30, 2023 follows below:

Select Operating and Financial Data

	Unit		Three months ended November 30, 2023			Three months ended November 30, 2022
Operating Data
Ore Mined	k tonnes		102			68
Waste Mined	k tonnes		454			438
Total Mined	k tonnes		556			506
Strip Ratio	w:o		4.5			6.5
Mining Rate	tpd		6,112			5,557
Mining Cost (Variable)	US$/t	$	4.25		$	3.17
Plant Ore Milled	k tonnes		74			77
Head Grade	g/t		2.57			3.06
Plant Utilization	%		93			95
Plant Recovery Rate	%		81			91
Processing Cost (Variable)	US$/t	$	26.56		$	18.51
Plant Mill Throughput	tpd		817			847
Gold Ounces Poured	oz		4,927			5,395
Gold Ounces Sold	oz		4,895			5,754
Financial Data
Revenue1	$('000s)		9,404			9,718
Gross Profit	$('000s)		3,717			5,310
Net income (loss)	$('000s)		(39	)		5,160
Adjusted EBITDA2	$('000s)		2,587			4,412
Operating Cash Flow	$('000s)		5,139			6,648
Average Realized Price (gross)2	$/oz		1,921			1,689
Average Realized Price (net)2,3	$/oz		1,942			1,689
Cash Cost2	$/oz		1,063			733

¹ Revenue includes immaterial amounts from the sale of by-product silver and copper. 

² Refer to the "Non-IFRS Performance Measure" section. 

³ Net of revenue and ounces of gold sold related to OCIM gold prepaid purchase agreement. 

11

Management’s Discussion and Analysis November 30, 2023

Operations Discussion

Gold Production and Sales

During Q1 2024, Buckreef Gold poured 4,927 ounces of gold and sold 4,895 ounces of gold at an average realized price (net)¹ of $1,942 per ounce. Gold ounces produced and sold reflected a decrease relative to the prior year comparative period mainly due to a decrease in head grade of 2.57 g/t (Q1 2023: 3.06 g/t) and a lower average plant recovery rate of 81% in Q1 2024 (Q1 2023: 91%). While head grades remain above the average of the mineral resource estimate (of 2020), the higher grades processed in Q1 2023 reflect material that was prioritized concurrent with the commissioning of the 1,000 tpd processing plant. Additionally, in Q1 2023 the mill processed 100% oxide material at higher gold recoveries than the blended material processed in Q1 2024 (52% oxide / 48% sulphide). The Company is continuing its variable metallurgical work with SGS (South Africa) to determine gold recoveries and strategies across the deposit and at different depths. Following initial metallurgical test work findings (2021) and results from a recent bulk sample (2023) from sulphide ore, the Q1 2024 recovery of 81% is within the anticipated range of initial test-work gold recoveries for sulphide ore (refer to press release dated 6/9/2021) based on the grind size and retention time realized during the quarter. The Company prioritized a lower retention time in the CIL tanks to maximize ounces poured and cashflow realized during Q1 2024. Recoveries are expected to improve by improving the grind size to greater than 80% passing 75 microns (p80 of 75µ), which was realized in Q1 2024, and increasing retention times to those similar to the recent ‘bulk sample’ test (refer to press release dated 6/15/2023). In addition, the commissioning of the new crushing circuit with the capacity to process 3,600 to 4,800 tpd is designed to provide a steady and finer feed to the milling section thus improving the grindability. The new crushing circuit is scheduled to come online in Q2 2024. Later in the year, the commissioning of the new 630kW ball mill is also expected to improve grindability and gold recovery.  

Mining

Total ore tonnes mined in Q1 2024 increased to 102 kt from 68 kt in the prior year period due to a higher mining rate following the successful commissioning of the expanded 1,000+ tpd processing plant during Q1 2023. Mining activity in Q1 2024 provided access to a higher proportion of ore tonnes to waste tonnes, contributing to an improved strip ratio in Q1 2024 (4.5 waste:ore tonnes) compared to the prior year period (6.5 waste:ore tonnes).

Mining costs per tonne (variable) primarily reflect contractor mining costs following the hiring of FEMA on a contract basis to mine ore, waste, and to construct the TSF at Buckreef Gold. Mining costs per tonne (variable) of $4.25 in Q1 2024 was higher than the prior year comparative period ($3.17) primarily due to an increase in drilling and blasting cost (per tonne), as mining activity in Q1 2024 accessed a higher proportion of transitional and sulphide material compared to the prior year period which was mainly oxide material.

Processing

During Q1 2024 the 1,000+ tpd processing plant achieved the following statistics: (i) average throughput of 817 tpd; (ii) plant availability of 93%; and (iii) an average recovery rate of 81%. In Q1 2023 the mill processed 100% oxide material at higher gold recoveries than the blended material (52% oxide / 48% sulphide) processed in Q1 2024 as the Company continues to mine at greater depths.

As the Company expects to process a higher proportion of sulphide ore as mining takes place at greater depths, Buckreef Gold has accelerated construction of a new crushing circuit as an initial phase of the plant expansion project to 2,000+ tpd. The new crushing plant is rated to process 3,600 to 4,800 tpd of ore and will replace the existing circuit. The new ROM bin, apron feeder, vibrating grizzly, primary jaw crusher and secondary and tertiary cone crushers are configured to produce a finely crushed ore ‘product’ suitable for the existing and future ball mills. The new crushing circuit is also expected to help drive increased throughput and recovery percentages. It is expected that the new crushing circuit will provide capacity for increased production, improve options for material handling, provide equipment redundancy to eliminate or reduce plant downtime, and improve grind size allowing for more efficient, cost effective processing of sulphide ore. Concrete construction has been completed and is being cured. Steel design, fabrication and construction continues at a rapid pace, and completion is expected early in Q2 2024.

12

Management’s Discussion and Analysis November 30, 2023

For the three months ended November 30, 2023, processing costs per tonne of $26.56 were higher than the prior year comparative period (Q1 2023: $18.51 per tonne) predominantly due to higher power costs, higher reagent costs, unplanned maintenance, lower head grade, and the impact of lower processing plant throughput due to mill downtime (817 tpd vs 1,000+ tpd plant capacity) on overhead plant cost absorption. Higher power costs were mainly due to an increase in fuel expense, resulting from a higher proportion of diesel genset power usage than expected, due to inconsistent and unstable grid power availability, low voltage and load shedding from the TANESCO grid powerline during September and October 2024 (~$4/tonne impact compared to prior year). The connection of the new powerline to Buckreef Gold was completed during November 2023 and is expected to provide more stable, consistent power availability for the expanded plant and improve power and fuel costs over the remainder of the year. Higher reagent costs were mainly due to increased grinding ball and cyanide consumption to process sulphide ore compared to the prior year period which was mainly oxide and transitional material. Higher maintenance costs were mainly related to plant refurbishments, including an overhaul of the crushing circuit, including installation of a new cone crusher, vibrating screen, and mill reline. The plant maintenance and overhaul of the crushing circuit are expected to accommodate longer-term processing of sulphide ore and to de-risk the longer-term production profile.

Following commissioning of the expanded 2,000 tpd processing facility, it is expected that the higher processing plant throughput will provide greater economies of scale, through higher overhead cost absorption, and therefore benefit processing cost per tonne in F2024.

Stockpile, Gold in Circuit (GIC) and Finished Goods Inventory

As at November 30, 2023, the ROM pad stockpile contained 294,715 tonnes at an average grade of 1.14 g/t with an estimated 10,776 ounces of contained gold. A further stockpile of crushed mill feed of 2,175 tonnes at 2.52 g/t containing an estimated 176 ounces of gold has been accumulated between the crusher and mill. The fair market value of the ounces of gold on the ROM pad stockpile and crushed ore stockpile is approximately $22 million using the London PM Fix gold price of $2,035 per ounce as at November 30, 2023. Since year-end August 31, 2023, the Company added to the ROM pad stockpile (2,034 ounces) but drew down 244 ounces on the crushed ore stockpile to support mill feed. These fluctuations in ROM pad inventory are anticipated throughout the course of the year and are designed to ensure steady state processing. During Q1 2024, the Company processed stockpiled and mined material through the 1,000+ tpd processing plant (which includes 7 large CIL tanks) and consequently reported gold in circuit, reflecting a buildup of metal inventory in the CIL tanks. The Company reported 884 ounces of gold in circuit at November 30, 2023, which reflected an increase of 31 ounces from August 31, 2023 following gold elution and smelting activity during Q1 2024. The stockpile and gold in circuit balance provides support for the Company to meet its production guidance in F2024. A summary of the ROM pad and crushed ore stockpile statistics are contained in Table 1 below:

Table: RoM Stockpile Summary (as at 30 November 2023)
Summary RoM Stockpile	Volume (m3)	Tonnes	Grade (g/t Au)	Metal (oz)
High Grade	2,111	3,963	5.09	648
Medium Grade	63,610	115,749	1.35	5,034
Low Grade	91,528	154,623	0.78	3,898
Total (RoM)	170,609	294,715	1.14	10,776
Crushed Ore (COS)	1,539	2,175	2.52	176
Total	172,148	296,890	1.15	10,952

13

Management’s Discussion and Analysis November 30, 2023

Figure 2: Buckreef Gold Mine Mineral Reserve Open Pit (Q1 2024)

Figure 3: 1,000+ tpd Processing Plant at Buckreef Gold Mine, showing new CIL tanks and conveyor feed to the new ball mills (Q1 2024)

14

Management’s Discussion and Analysis November 30, 2023

Figure 4a: Buckeef Gold new and expanded crushing circuit under construction (Q1 2024)

Figure 4b: Buckeef Gold new jaw crusher and site construction underway (Q1 2024)

15

Management’s Discussion and Analysis November 30, 2023

Figure 4c: Buckeef Gold new cone crusher and site construction underway (Q1 2024)

Figure 5: Buckreef Gold Tailings Storage Facility Expansion at TSF 2.2 (Q1 2024 – first lift completed and TSF is now operational)

16

Management’s Discussion and Analysis November 30, 2023

Figure 6: Google Earth Satellite Image of Buckreef Gold Infrastructure (July 3^rd, 2023)

Note: Google Earth image retrieved on 13 November 2023. Image can be retrieved by entering “Buckreef Gold” into the search engine on Google Earth.

17

Management’s Discussion and Analysis November 30, 2023

Exploration & Mineral Resources

The Company continues to evaluate the full potential of the Buckreef Gold property and identify opportunities for the discovery of additional mineral resources and their conversion to mineral reserves. Successful exploration will also provide greater production flexibility and growth. To achieve this goal the Company, in conjunction with Buckreef Gold, has:

· Announced in F2023 near surface drilling results from the Anfield and Eastern Porphyry Zones, with highlights of 14 meters @ 3.5 g/t including 3.0 meters @ 10.9 g/t from 47 meters from the Eastern Porphyry, and 2.94 meters grading at 13.74 g/t, from 43.00 meters in the Anfield zone (full results provided in Table 3). The zones are located at the northern end of a 3-kilometer-long zone of identified gold mineralization that is subparallel to the east of Buckreef Main Zone (Figure 7). The intercepts confirm multiple zones of strong mineralization towards the south-west of the known Eastern Porphyry deposit and the first diamond drill hole intersections on the Anfield Zone. Both mineralized zones are in close proximity to the Buckreef Main Zone and present an opportunity (assuming exploration success) to host future mineral resources outside of the Buckreef Main Zone.

· Re-evaluated the Buckreef Main Zone for strike extensions, off-shoot splays, and at depth potential. The deposit is open in all directions (See Figure 7). To date, the Company has tested the NE Extension and successfully identified gold mineralization over an additional 300 meters. The deposit remains open along strike to the NE and future infill drilling is warranted. The SW extension has also been tested with wide-spaced drilling and the exploration program has returned encouraging results. The deposit now remains open along strike to the SW.

· Collectively, between the NE extension and SW drilling the known strike extent of gold mineralization on the deposit structure has been expanded approximately 500 meters, or by nearly 30% since exploration recommenced. The Company will continue to identify areas offering the best opportunity to add gold ounces to the mineral resource inventory and commence an infill drilling program.

Buckreef Gold Exploration – First Quarter 2024

In Q1 2024, the Company primarily focused on grade control drilling to support mining activity during the quarter. Exploration drilling for F2024 is expected to commence beginning in H2 F2024, and will focus on infill and expansion drilling at Eastern Porphyry, Buckreef West, inferred mineral resources and strike extensions, both to the NE and SW of the Main Zone – which, if successful, has the potential to increase tonnes to higher mineral resource categories.

Buckreef Gold Main Zone Drilling Results and Interpretation

The significant mineralized intercepts of the Buckreef Main Zone are as shown in Figure 7. It is evident that the deposit remains open on trend to the NE and SW. As previously noted, the Company had initiated a drill program, specifically to explore potential mineralization extensions to the NE and SW.

During F2023, the Company received assay results from its exploration program which has provided another extension of known mineralization on the Buckreef Gold Main Zone to the south.

The results are positive and significant for the Company as they continue to demonstrate: (i) continuity of gold mineralization along strike to the southwest of the Main Zone deposit; and (ii) continued gold mineralization under the (historical) South Pit. The deposit, therefore, remains ‘open at depth and on strike,’ and in combination with the 300 meter extension of the NE (announced previously) represents approximately a 30% increase in the Main Zone deposit strike length to over 2.0 kms.

18

Management’s Discussion and Analysis November 30, 2023

Highlights include:

· Hole BMDD250 intersected 34.8 m grading @ 1.26 g/t Au from 87.2 m, including 10.0 m grading @ 3.08 g/t from 89.9 m; and

· Hole BMDD275 intersected 16.5 m grading @ 2.01 g/t Au from 53.7 m, including 7.0 m grading @ 3.28 g/t from 56.0 m.

Notes: Sample Protocol QA/QC – see endnotes. Sampled widths are not true widths.

· Extension of Buckreef Main Zone South by a further 200 meters: Expansion of the gold deposit mineralization by 300 meters in the NE and 200 meters in the southwest (increases in the strike length of the Buckreef Main Zone deposit, or known gold mineralization, to over 2.0 kms) on the Buckreef Gold deposit which contains over 2.0 million ounces of gold in the Measured and Indicated Mineral Resources in the Buckreef Main Zone. The Company has drilled a total of 24 drill holes representing 4,255 meters in the southwest area, with full results provided in Table 2. The Buckreef Main Zone continues to be open further to the NE and extending to the Buckreef Special Mining License boundary and to the SW (see Figure 8). In the latter the trend is aligned to several historical artisanal scale miner pits.

19

Management’s Discussion and Analysis November 30, 2023

Table 2: Buckreef Main Zone South Drill Hole Sample Results Summary

Buckreef South Assays
Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
		Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BMDD248	DD	391,071.5	9,657,427.0	1,214.5	306	-58	143.0	148.0	5.0	0.45	Msz	Shear zone with Mild alteration
							192.5	198.0	5.5	0.38	Msz	Shear zone with mild alteration
BMDD249	DD	391,042.0	9,657,447.3	1,215.5	306	-54	120.4	128.0	7.6	0.41	Msz	Shear zone with mild alteration
BMDD250	DD	391,114.5	9,658,259.0	1,227.8	306	-60	30.0	33.0	3.0	0.42	Msz	Shear zone with mild alteration
							87.2	122.0	34.8	1.26	Msz	Mineralised shear zone with mild to strong alteration
							89.0	99.0	10.0	3.08	Msz	Shear zone with strong alteration
BMDD252	DD	391,061.7	9,657,528.7	1,216.3	306	-48	34.0	38.7	4.7	0.32	Msz	Shear zone with mild alteration
							79.5	99.0	19.5	0.74	Msz	Mineralised Shear zone with mild alteration
BMDD253	DD	390,927.6	9,657,500.0	1,218.1	126	-51	82.1	85.5	3.4	0.96	Msz	Mineralised shear zone with mild alteration
BMDD254	DD	391,137.4	9,657,821.0	1,220.2	306	-57	56.0	59.8	3.8	1.3	Msz	Mineralised shear zone with mild alteration
BMDD256	DD	391,122.7	9,657,787.0	1,219.6	306	-57	27.9	30.0	2.1	1.21	Msz	Mineralised shear zone with mild to strong alteration
							43.3	45.0	1.7	0.56
							54.0	57.7	3.7	1.73
							77.0	81.0	4.0	0.5
BMDD258	DD	391,078.9	9,657,620.0	1,217.3	306	-50	23.0	25.0	2.0	1.76	Msz	Mineralised shear zone with mild alteration
							41.0	44.0	3.0	0.47
BMDD259	DD	391,156.0	9,657,714.0	1,217.7	306	-53	82.0	83.5	1.5	0.82
							108.0	110.0	2.0	0.71	Msz	Mineralised shear zone with mild alteration
							131.0	136.0	5.0	0.52
BMDD267	DD	390,966.4	9,657,379.9	1,213.7	305	-62	165.0	167.0	2.0	1.41	Msz	Shear zone with mild alteration
BMDD273	DD	390,969.4	9,657,256.9	1,210.3	306	-57	36.1	37.7	1.6	0.49	Msz	Shear zone with mild alteration
BMDD274	DD	390,918.3	9,657,289.7	1,212.0	306	-57	39.4	41.0	1.7	0.78	Msz	Shear zone with mild alteration
BMDD275	DD	390,940.4	9,657,216.0	1,210.0	306	-57	27.5	29.2	1.8	0.51
							43.0	52.1	9.1	0.58
							53.7	70.2	16.5	2.01	Msz	Mineralised shear zone with mild to strong alteration
							56.0	63.0	7.0	3.27
							80.3	84.6	4.3	0.96
BMDD278	DD	390,967.1	9,657,195.1	1,209.2	306	-57	63.6	71.6	8.1	0.65
							83.0	89.3	6.3	1.00	Msz	Mineralised shear zone with mild alteration
							128.0	131.0	3.0	0.74
BMDD279	DD	390,996.1	9,657,175.3	1,208.9	306	-57	41.0	46.0	5.0	1.13
							48.0	51.0	3.0	0.63
							140.6	142.0	1.4	2.72	Msz	Mineralised shear zone with mild to strong alteration
							148.9	159.4	10.5	0.96

Notes: Sample Protocol QA/QC – see endnotes. Sampled widths are not true widths.

20

Management’s Discussion and Analysis November 30, 2023

Table 3: Buckreef Eastern Porphyry and Anfield Zone Sample Results Summary

Eastern Porphyry Significant Assay Results
Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
		Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BMDD297	DD	391955	9657841	1223	126	55	12.90	19.00	6.10	1.41	FP	Oxidised Felsic pophyry with preserved shear fabric hosting quartz veins
							61.40	64.00	2.60	2.08	FP
							70.00	73.82	3.82	3.10	FP	Slightly sheared felsic porphyry with Quartz, Carbonate pyrite alterations.
							98.80	113.50	14.70	1.22	FP	Sheared unit of Felsic intrussive interfingering with mafic volanics. Quartz carbonate and pyrite altered.
BMDD298	DD	391997	9657844	1223	124	60	27.00	41.00	14.00	3.48	FP	Oxidised Felsic porphyry with preserved shear fabric hosting quartz veins
				Including			27.00	30.00	3.00	10.96
							47.00	72.23	25.23	1.62	FP	Weakly sheared felsic porphyry with moderate to strong Quatrz, Carbonate pyrite alterations.
							84.00	89.00	5.00	1.07	FP
BMDD299	DD	391901	9657813	1223	126	60	21.61	28.00	6.39	1.04	FP	Moderate to weakly oxidised Felsic pophyry with preserved shear fabric
BMDD300	DD	391989	9657821	1191	126	55	33.65	37.26	3.61	6.80	FP	Moderately oxidised Felsic pophyry with preserved shear fabric and hosting quartz vein

Anfield Prospect Significant Intercept Assay Results
Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
		Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
AFDD001	DD	391180.90	9657185.00	1210.275	135	-60	43	45.94	2.94	13.74	MB	Sheared mafic volcanic rock hosting quartz vein
AFDD002	DD	391164.50	9657169.00	1210.136	135	-60	42.71	44.54	1.83	1.17	MB	Sheared mafic volcanic rock
							83.42	88.34	4.92	0.9
AFDD004	DD	391209.40	9657173.00	1209.381	315	-60	32.45	38.54	6.09	1.41	MB	Sheared mafic volcanic rock
AFDD005	DD	391191.90	9657155.00	1209.368	315	-60	17.09	21.35	4.26	1.01	MB	Sheared mafic volcanic rock hosting quartz vein
							42.8	44.8	2.00	2.53		Sheared mafic volcanic rock
							47.09	51.15	4.06	1.27
AFDD007	DD	391108.36	9657186.36	1210.026	126	-55	137.5	138.5	1.00	5.71	MB	Sheared mafic volcanic rock with strong quartz carbonate pyrite alteration

Notes: Sample Protocol QA/QC – see endnotes. Sampled widths are not true widths.

21

Management’s Discussion and Analysis November 30, 2023

Figure 7: NE Buckreef Main Zone and location of the Eastern Porphyry - Anfield Zone trend

22

Management’s Discussion and Analysis November 30, 2023

Figure 8: Map Showing Mineralization Extension and Location of Drill Results at Buckreef Main Zone Southwest Extension

23

Management’s Discussion and Analysis November 30, 2023

Larger Project – Preliminary Metallurgical Results, Ongoing Test Work and Preliminary Results of a Bulk Sample

The Company continues to work on its mid-to-long-term larger project and has received assay results from its 19-hole metallurgical variability sampling program on the Buckreef Main Zone. The samples were dispatched to SGS South Africa for the metallurgical test work.

The results are positive and significant for the Company because they continue to demonstrate: (i) continuity of mineralization down dip and along strike of the deposit; and (ii) excellent width and grade of mineralization.

Highlights include:

· Hole BMMT015 intersected 28.0 m grading @ 10.68 g/t Au from 0 m;

· Hole BMMT020 intersected 123.0 m grading @ 2.69 g/t Au from 3 m;

· Hole BMMT009 intersected 121.0 m grading @ 2.96 g/t Au from 3 m;

· Hole BMMT022 intersected 106.0 m grading @ 4.19 g/t Au from 85 m, 77 m grading @ 3.09 g/t from 241 m; and

· Hole BMMT021 intersected 90.0 m grading @ 1.56 g/t Au from 139 m.

Detailed results are shown in Table 4 and locations are shown in Figure 9.

Figure 9: Map Showing Location of Metallurgical Drill Holes and Their Result Highlights

24

Management’s Discussion and Analysis November 30, 2023

Table 4: Metallurgy Drill Hole Sample Results Summary

Metallurgy Samples Assay Results
Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
		Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BMMT004	DD	391,096.8	9,657,894.8	1,217.7	127	-72	4.0	22.0	17.0	2.17	Msz	Oxidised and Mineralised shear zone
BMMT005	DD	391,134.7	9,657,947.9	1,217.6	119	-88	0.0	21.0	21.0	0.52	Msz	Oxidised and Mineralised Shear zone
BMMT006	DD	391,184.0	9,658,008.0	1,217.7	303	-77	4.0	15.6	11.6	0.68	Msz	Oxidised and Mineralised Shear zone
BMMT007	DD	391,223.8	9,658,080.1	1,214.7	304	-81	0.0	8.0	8.0	0.39	Msz	Oxidised and Mineralised Shear zone
BMMT008	DD	391,292.3	9,658,148.7	1,220.1	306	-77	2.0	94.0	89.0	1.72	Msz	Mineralised shear zone with Quartz Veining
BMMT009	DD	391,337.4	9,658,225.5	1,222.1	303	-82	3.0	124.0	121.0	2.96	Msz	Oxidised and Mineralised shear zone
							127.0	148.0	21.0	0.79	Msz	Shear zone with mild alteration
							152.0	157.0	5.0	0.2	Msz	Shear zone with mild alteration
BMMT010	DD	391,194.4	9,658,008.3	1,217.5	329	-87	69.0	86.0	17.0	3.82	Msz	Mineralised shear zone with strong alteration
							87.0	97.0	10.0	0.82	Msz	Shear zone with mild alteration
							100.0	129.0	29.0	3.28	Msz	Mineralised shear zone with strong alteration
							144.0	170.0	26.0	3.59	Msz	Mineralised shear zone with strong alteration
BMMT011	DD	391,112.2	9,657,940.2	1,217.5	136	-67	20.0	84.0	64.0	1.17	Msz	Mineralised shear zone with strong alteration
							85.0	114.0	29.0	0.37	Msz	Shear zone with mild alteration
							127.0	137.0	10.0	2.08	Msz	Mineralised shear zone with strong alteration
BMMT012	DD	391,253.7	9,658,097.7	1,215.1	242	-75	4.0	28.0	24.0	2.28	Msz	Mineralised shear zone with Quartz Veining
BMMT014	DD	391,055.0	9,657,666.9	1,218.3	90	-78	27.0	42.0	15.0	0.59	Msz	Mineralised shear zone with mild alteration
BMMT015	DD	391,231.1	9,658,072.9	1,215.3	310	-80	0.0	28.0	28.0	10.68	Msz	Mineralised shear zone with Quartz Veining
BMMT016	DD	391,353.7	9,658,331.9	1,223.4	306	-81	7.0	41.0	34.0	2.03	Msz	Mineralised shear zone with strong alteration
							49.0	76.0	27.0	1.45		Mineralised shear zone with strong alteration
							96.0	101.0	5.0	0.37	Msz	Shear zone with mild alteration
BMMT017	DD	391,469.3	9,658,387.0	1,219.9	142	-80	4.0	26.0	22.0	3.30	Msz	Oxidised and Mineralised shear zone
BMMT018	DD	391,521.8	9,658,681.8	1,218.6	126	-82	4.0	33.0	29.0	2.97	Msz	Mineralised shear zone with Quartz Veining
							43.0	53.0	10.0	0.34	Msz	Mineralised shear zone with mild alteration
							57.0	141.8	84.8	0.64	Msz	Mineralised shear zone with mild alteration
							143.0	169.0	26.0	0.63	Msz	Mineralised shear zone with mild alteration
BMMT019	DD	391,464.1	9,658,771.4	1,220.0	130	-67	50.0	78.0	28.0	2.33	Msz	Mineralised shear zone with strong alteration
							86.0	91.0	5.0	0.43	Msz	Mineralised shear zone with mild alteration
							100.0	111.0	11.0	0.55	Msz	Mineralised shear zone with mild alteration
							135.0	142.0	7.0	0.77	Msz	Mineralised shear zone with mild alteration
							161.0	167.0	6.0	0.55	Msz	Mineralised shear zone with mild alteration
							200.0	212.0	12.0	0.75	Msz	Mineralised shear zone with mild alteration
							214.0	218.0	4.0	0.32	Msz	Mineralised shear zone with mild alteration
							222.0	229.8	7.8	0.55	Msz	Mineralised shear zone with mild alteration
BMMT020	DD	391,519.4	9,658,607.6	1,219.9	126	-80	3.0	126.0	123.0	2.69	Msz	Mineralised shear zone with strong alteration
							128.0	130.0	2.0	1.55	Msz	Mineralised shear zone with strong alteration
							152.0	154.0	2.0	2.00	Msz	Mineralised shear zone with strong alteration
							202.0	208.0	6.0	2.82	Msz	Mineralised shear zone with strong alteration
BMMT021	DD	391,493.7	9,658,549.5	1,220.9	134	-85	2.0	80.0	78.0	0.58	Msz	Mineralised shear zone with quartz veining
							88.0	91.0	3.0	0.33	Msz	Mineralised shear zone with quartz veining
							118.0	126.0	8.0	0.54	Msz	Mineralised shear zone with mild alteration
							139.0	229.0	90.0	1.56	Msz	Mineralised shear zone with strong alteration
							238.0	245.0	7.0	0.95	Msz	Mineralised shear zone with mild alteration
BMMT022	DD	391,467.7	9,658,451.6	1,221.0	127	-82	42.0	54.0	12.0	0.3	Msz	Mineralised shear zone with mild alteration
							58.0	72.0	14.0	0.76	Msz	Mineralised shear zone with mild alteration
							85.0	191.0	106.0	4.19	Msz	Mineralised shear zone with strong alteration
							194.0	211.0	17.0	1.16	Msz
							213.0	240.0	27.0	1.78	Msz	Mineralised shear zone with strong alteration
							241.0	318.0	77.0	3.09	Msz	Mineralised shear zone with strong alteration
							321.0	338.0	17.0	2.95	Msz	Mineralised shear zone with strong alteration

Notes: Sample Protocol QA/QC – see footnote below. Sampled widths are not true widths. Of 19 holes drilled, 18 are reported, with the remaining hole unreported due to an incomplete intersection of the Main Zone.

25

Management’s Discussion and Analysis November 30, 2023

As part of the metallurgical variability study, using core from the 19 hole drill program (18 sampled), the Company plans to assess the amenability of the sulphide material to be processed through the existing processing plant, using its relatively simple flowsheet. In turn, this may have positive implications for potential plant expansions. During F2023, the Company, working with Ausenco, identified a metallurgical laboratory of good renown to complete this work which will encompass the first 5-7 years of production from the sulphide mine and processing operations at Buckreef Gold. This study will build on the prior work of SGSC on deeper parts of the mineral resource and data gathered during processing of the oxide, transitional mineral reserve. The samples were dispatched to SGS South Africa for the metallurgical test work, and the work is progressing well and near to completion.

The samples are being analyzed for:

· Overall gold recoveries;

· Process design to achieve those recoveries (grindability, retention times, straight CIL or
flotation/regrind);

· Any pregnant solution robbing or refractory mineralogy;

· Acid Mine Drainage (if any) characteristics; and

· Dry stack tailings characteristics.

Preliminary Bulk Sample Results

During the period May 3rd to May 13th 2023, Buckreef Gold took advantage of adverse wet weather conditions impacting the mine schedule to pivot and process over 6,615 tonnes of fresh (sulphide) ore through the existing processing circuit. The fresh (sulphide) ore performed as expected per the SGS metallurgical study reported previously on December 12, 2023. The results are preliminary, and indicative that the mine can successfully process both oxide and sulphide ore through its existing processing plant circuit.

Highlights include:

· 88.7% gold recovery on fresh (sulphide) mill feed. Early indications are that fresh (sulphide) ore can successfully be processed through existing processing circuit. This is consistent with results from the SGS preliminary study which indicated an 88% gold recovery on a crush – grind – CIL circuit;

· At a throughput rate of 33.4 tonnes per hour the grinding circuit achieved 80.4% passing 75 microns

· Approximately 6,615 tonnes of fresh ore processed during the 11-day test period of 3rd May to 13th May 2023;

· Encouraged by these results to date, the Company will continue to refine the processing circuit in the belief that higher gold recoveries can be achieved.

Geotechnical Analysis Field Work

SGSC – Terrane Geoscience was awarded the geotechnical analysis work for the deeper pit design. Field work included a drilling program that constituted 5 holes for 1,571 meters. Associated detailed field work involving packer tests, downhole televiewer, co-axial rock strength testing and standard geotechnical logging of the footwall and hanging wall lithologies has been completed and analysis of results continues. Selected samples have been sent to a geomechanical laboratory in Canada for further analysis. The results of this work will be instrumental in determining pit slope angles for the ultimate pit. This work is now close to completion.

26

Management’s Discussion and Analysis November 30, 2023

Financial Highlights – Fourth Quarter and Year End 2023

For the three months ended November 30, 2023, Buckreef Gold poured 4,927 ounces of gold and sold 4,895 ounces of gold at an average realized price (net)¹ of $1,942 per ounce. The Company recognized revenue of $9.4 million for the three months ended November 30, 2023.

Cost of sales, which includes production costs, royalties and depreciation, was $5.7 million generating a gross profit of $3.7 million or 40% during Q1 2024. After general and administrative expenses, revaluation of derivative financial instruments, foreign exchange, interest and other expenses, and income taxes, the Company recorded net income (loss) of $nil for Q1 2024.

Q1 2024 ounces sold (4,895 ounces) generated positive operating cash flow of $5.1 million. Positive operating cash flow is being used to fund value creating activities, including plant expansions, exploration, and advancing the larger project.

At November 30, 2023, the Company had a cash balance of $8.3 million and working capital of $3.5 million after adjusting for derivative liabilities which will only be settled by issuing equity of the Company and for the current portion of deferred revenue related to the OCIM prepaid gold purchase agreement (non-cash).

Capital Expenditures

During the three months ended November 30, 2023, the Company incurred a total of $3.8 million in cash capital expenditures (including value added tax). Net additions increased as the Company continued to invest in infrastructure and development for the Buckreef Gold property during the quarter, including construction of a significantly expanded TSF ($0.8 million), expenditures related to the plant expansion to 2,000 tpd ($1 million), including crushing equipment, construction activities and steel fabrication, study costs related to the larger project ($0.2 million), dewatering pumps ($0.2 million) to ensure access to the pit during wet seasons, and capitalized pre-stripping mine development activity with FEMA to access a greater extent of ore, including higher grade blocks, which is expected to benefit production in F2024.

27

Management’s Discussion and Analysis November 30, 2023

Selected Financial Information

The following information has been extracted from the Company’s interim condensed consolidated financial statements for the three months ended November 30, 2023 prepared in accordance with IFRS.

$(000's)	As at and for the three months ended November 30, 2023		As at and for the three months ended November 30, 2022
Net (loss) income and comprehensive (loss) income attributable to shareholders	(966	)	3,512
Basic (loss) income per share	(0.00	)	0.01
Total assets	87,063		75,338
Total long term financial liabilities	6,382		4,056

Financial Results

Three months ended November 30, 2023

	Three months ended
	November 30,
		2023			2022
Revenue	$	9,404		$	9,718
Cost of sales		(5,687	)		(4,408	)
Gross profit		3,717			5,310
General and administrative expense		(2,211	)		(1,837	)
Change in fair value of derivative financial instruments		199			3,365
Foreign exchange		(80	)		(7	)
Interest, net and other expense		(473	)		(185	)
Income tax expense		(1,191	)		(1,486	)
Net income (loss) and comprehensive income (loss)	$	(39	)	$	5,160
Net income and comprehensive income attributable to non-controlling interests		927			1,648
Net (loss) income and comprehensive (loss) income attributable to shareholders		(966	)		3,512

Revenue

For the three months ended November 30, 2023, the Company recognized revenue of $9.4 million (Q1 2023: $9.7 million). The decrease in revenue compared to the prior year comparative period is primarily related to lower gold production and lower ounces of gold sold, partially offset by an increase in average realized price. During the period, the Company sold 4,895 ounces of gold (Q1 2023: 5,754 ounces) at an average realized price (net)¹ of $1,942 per ounce (Q1 2023: $1,689 per ounce).

Cost of sales

Cost of sales for the three months ended November 30, 2023 was $5.7 million (Q1 2023: $4.4 million) and is comprised of production costs, (including mining, processing and site general and administrative costs), royalties and depreciation. Assets are depreciated on a straight-line basis over their useful life or depleted on a units-of-production basis over the reserves to which they relate.

28

Management’s Discussion and Analysis November 30, 2023

For the three months ended November 30, 2023, the Company recorded production costs of $4.5 million (Q1 2023: $3.5 million) and royalties of $0.7 million (Q1 2023: $0.7 million) based on a 7.3% statutory royalty rate in Tanzania.

The increase in cost of sales, including production costs and royalties, compared to the prior year comparative period is primarily related to higher mining costs and processing costs incurred during Q1 2024. Mining costs in Q1 2024 was $4.25 per tonne, which was higher than the prior year comparative period ($3.17) primarily due to an increase in drilling and blasting cost, as mining activity in Q1 2024 accessed a higher proportion of sulphide ore compared to the prior year period which was mainly oxide ore and transitional material. Processing costs in Q1 2024 was $26.56 per tonne, which was higher than the prior year comparative period (Q1 2023: $18.51 per tonne) predominantly due to higher power costs (related to increased fuel consumption from genset usage compared to grid power in the prior period), higher reagent costs (due to processing of sulphide ore compared to oxide ore in the prior period), and unplanned maintenance due to mill refurbishments, following a full year of the 1,000+ tpd processing plant operating at commercial levels.

On November 1, 2022, the Company declared commercial production for the 1,000+ tpd processing plant at Buckreef after successful construction, commissioning and ramp-up of processing to a steady state throughput of 1,000+ tpd. Upon declaration of commercial production, capitalization of mine development costs ceases, and depreciation of capitalized mine development costs commences. For the three months ended November 30, 2023, the Company recorded depreciation of $0.5 million (Q1 2023: $0.2 million). The increase in depreciation compared to the prior year comparative period is mainly related to Q1 2024 reflecting a full quarter of depreciation relative to Q1 2023 which reflected one month of depreciation, following commercial production declaration on November 1, 2022.

General and administrative expense

During the three months ended November 30, 2023, the Company recorded general and administrative expense of $2.2 million compared to $1.8 million for the prior year period. The variance compared to the prior year period was mainly due an increase in consulting expenses ($0.1 million), which includes additional internal controls and ESG advisory services, an increase in professional fees ($0.1 million), due to an increase in audit related expenses, and an increase in salaries and benefits ($0.1 million) due to the addition of corporate personnel, and an increase in share based expense as a result of vesting of equity based compensation for certain key management personnel in connection with their employment contracts.

Change in fair value of derivative financial instruments

During the three months ended November 30, 2023, the Company recorded a gain on change in fair value of derivative financial instruments of $0.2 million compared to a gain of $3.4 million in the prior year period. The gain on revaluation of derivative financial instruments is mainly related to revaluation of derivative warrant liabilities (valued using the Black Scholes option pricing model) and was principally due to a reduction in the remaining term of the warrants (due to the passage of time), partially offset by a quarterly increase in the Company’s share price (Q1 2024: $0.40, Q4 2023: $0.39).

Interest and other expense

During the three months ended November 30, 2023, the Company recorded interest and other expense of $0.5 million compared to $0.2 million in the prior year period. The increase is primarily related to accretion of the provision for reclamation recorded during Q4 2023 as well as tax related fees and advisory services recorded in Tanzania recorded during the quarter.

Income tax expense

Income tax expense is recognized based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. During the three months ended November 30, 2023, the Company recorded net income (loss) at Buckreef Gold and recognized income tax expense of $1.2 million (Q1 2023: $1.5 million), comprised of a current income tax expense of $0.3 million (Q1 2023: $0.4 million) and deferred income tax expense of $0.9 million (Q1 2023: $1.1 million) based on current Tanzanian statutory tax rates.

29

Management’s Discussion and Analysis November 30, 2023

Net income and comprehensive income

The Company reported net income (loss) for the three month period ended November 30, 2023 of $nil million ($1.0 million net loss attributable to shareholders, basic and diluted loss per share of $0.00) compared to net income of $5.2 million in the prior year period ($3.5 million net income attributable to shareholders, basic and diluted earnings per share of $0.01).The decrease in net income compared to the prior year comparative period is primarily due to a lower gain on change in fair value of derivative financial instruments of $0.2 million (Q1 2023: $3.4 million gain), and a decrease in gross profit of $3.7 million (Q1 2023: $5.3 million) due lower revenue as a result of lower ounces of gold sold, combined with higher production costs as a result of higher mining and processing cost per tonne.

Summary of Quarterly Results

($(000's), except per share amounts)
US$ unless otherwise stated	2024 Q1		2023 Q4	2023 Q3		2023 Q2		2023 Q1	2022 Q4		2022 Q3	2022 Q2
Net income (loss) and comprehensive income (loss)	(39	)	2,309	(374	)	(50	)	5,160	(2,350	)	3,188	(1,002	)
Net income (loss) and comprehensive (income) loss attributable to:
Non-controlling interests	927		908	890		1,349		1,648	1,857		1,217	956
Common shareholders	(966	)	1,401	(1,264	)	(1,399	)	3,512	(4,207	)	1,971	(1,958	)
Net income (loss) and comprehensive income (loss)	(39	)	2,309	(374	)	(50	)	5,160	(2,350	)	3,188	(1,002	)

During the three months ended November 30, 2023, the Company reported net income (loss) of $nil ($1.0 million net loss attributable to shareholders), compared to net income of $2.3 million ($1.4 million net income attributable to shareholders) in the prior quarter (Q4 2023). The decrease in net income compared to the prior quarter is primarily due to a lower gain on change in fair value of derivative financial instruments of $0.2 million (Q4 2023: $1.6 million gain) due to a larger decrease in the Company’s share price from Q3 2023 to Q4 2023.

Liquidity and Capital Resources

At November 30, 2023 the Company had $8.3 million of cash (August 31, 2023 - $7.6 million) and working capital of $3.5 million after adjusting for derivative liabilities which will only be settled by issuing equity of the Company and for the current portion of deferred revenue related to the OCIM prepaid gold purchase agreement (non-cash) (August 31, 2023 - $4.5 million).

The increase in cash of $0.7 million over August 31, 2023 was primarily due to an increase in operating cash flow (Q1 2024: $5.1 million), partially offset by capital investment in infrastructure and development for Buckreef Gold (Q1 2024: $4.1 million). During Q1 2024, the Company poured 4,927 ounces of gold, sold 4,895 ounces of gold, and drew down $1.5 million from the second tranche of the OCIM Agreement, all of which contributed to positive operating cash flow of $5.1 million. The increase in operating cash flow was partially offset by an increase in capital expenditures related to construction of a significantly expanded TSF ($0.8 million), expenditures related to the plant expansion to 2,000 tpd ($1 million), including crushing equipment, construction activities and steel fabrication, study costs related to the larger project ($0.2 million), dewatering pumps ($0.2 million) to ensure access to the pit during wet seasons, and capitalized pre-stripping mine development activity with FEMA to access a greater extent of ore, including higher grade blocks, which is expected to benefit production in F2024.

30

Management’s Discussion and Analysis November 30, 2023

To help supplement the Company’s liquidity and to fund productivity enhancing purchases, during Q4 2022 the Company entered into a $5.0 million prepaid Gold Doré Purchase Agreement with OCIM. The Agreement requires funds to be made available to the Company in two tranches. During the three months ended November 30, 2023, the Company fully settled $2.5 million drawn on the first tranche of the Agreement. On July 11, 2023, the Company drew $1.0 million from the second tranche of the Agreement in exchange for delivering 46.4 ounces of gold per month, commencing October 2023, for a total of 603 ounces of gold over 13 months. On September 26, 2023, the Company drew an additional $0.5 million from the second tranche of the Agreement in exchange for delivering 23.5 ounces of gold per month, commencing December 2023, for a total of 305.4 ounces of gold over 13 months. On November 29, 2023, the Company drew an additional $1.0 million from the second tranche of the Agreement in exchange for delivering 44.1 ounces of gold per month, commencing February 2024, for a total of 573.2 ounces of gold over 13 months.

Subsequent to Q1 2024, the Company entered into a series of gold zero-cost collar contracts for 600 gold ounces per month for a total of 3,000 gold ounces to be settled from January 2024 to May 2024, at a maximum and minimum gold price of $2,150 and $1,850 per gold ounce, respectively.

To provide the Company with access to additional liquidity, during Q3 2023, the Company announced that it entered into an At The Market Offering Agreement (“ATM”) with H.C. Wainwright & Co., LLC as Lead Agent and Roth Capital Partners, LLC as Co-Agent, pursuant to which the Company, at its discretion, may offer and sell, from time to time, common shares having an aggregate offering price of up to $10 million. If the Company chooses to sell shares under the ATM Offering, the Company intends to use the net proceeds of this offering for working capital and for other general corporate purposes. To date, no shares have been sold under the ATM agreement.

In addition, to provide the Company with access to supplementary liquidity, during Q2 2022, TRX Gold entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). This agreement provides TRX Gold with the right to sell up to $10 million of its shares to Lincoln Park over a 36-month period at its sole discretion. TRX Gold will control the timing and amount of any sales to Lincoln Park and will use the proceeds as needed to develop the Buckreef Gold asset. During Q3 2023, the Company made one sale totaling 200,000 of its common shares to Lincoln Park for total proceeds of $110,000.

As of November 30, 2023, the Company has accumulated losses of $122.4 million since inception (August 31, 2023: $121.4 million).

Commitments

In order to maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at November 30, 2023 these licenses remained in good standing and the Company is up to date on license payments.

Contingencies

The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, no provisions for the settlement of outstanding litigation and potential claims have been accrued.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions with Related Parties

The Company may enter into related party transactions that are in the normal course of business. Transactions with Related Parties disclosure can be found in Note 15 of the Unaudited Interim Consolidated Financial Statements for the three months ended November 30, 2023.

31

Management’s Discussion and Analysis November 30, 2023

Omnibus Equity Incentive Plan

Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders on August 16, 2019, subsequently updated and approved by the shareholders on February 25, 2022.

The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to consider the long-term corporate performance of the Company.

The Omnibus Plan provides for the grant of options, restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”) (collectively, the “Omnibus Plan Awards”), all of which are described in detail in the Form 40-F Annual Report for the year ended August 31, 2022, and the Information Circular dated January 21, 2022, filed on SEDAR+ on January 27, 2022.

The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.

For more particulars about the Omnibus Plan, we refer you to the copy of the Omnibus Plan previously filed as an exhibit with the SEC and on SEDAR+. The Omnibus Plan replaces all previous equity compensation plans of the Company, including the Restricted Stock Unit Plan and Stock Option Plan.

Changes in Accounting Polices and Critical Accounting Estimates and Judgements

Significant accounting policies as well as any changes in accounting policies are discussed in Note 3 “Significant Accounting Policies” of the Company’s Unaudited Interim Consolidated Financial Statements for the three months ended November 30, 2023.

32

Management’s Discussion and Analysis November 30, 2023

Non-IFRS Performance Measures

Average realized price per ounce of gold sold

Average realized price per ounce of gold sold is a non-IFRS measure and does not constitute a measure recognized by IFRS and does not have a standardized meaning defined by IFRS. Average realized price per ounce of gold sold is calculated by dividing revenue by ounces of gold sold. It may not be comparable to information in other gold producers’ reports and filings.

	Three Months Ended			Three Months Ended
	November 30, 2023			November 30, 2022
Revenue per financial statements	$	9,404		$	9,718
Revenue recognized from OCIM prepaid gold purchase agreement		(922	)		-
Revenue from gold spot sales		8,482			9,718
Ounces of gold sold		4,895			5,754
Ounces of gold sold from OCIM prepaid gold purchase agreement		(527	)		-
Ounces from gold spot sales		4,368			5,754
Average realized price (gross)	$	1,921		$	1,689
Average realized price net OCIM prepaid gold purchase agreement	$	1,942		$	1,689

Cash cost per ounce of gold sold

Cash cost per ounce of gold sold is a non-IFRS performance measure and does not constitute a measure recognized by IFRS and does not have a standardized meaning defined by IFRS. Cash cost per ounce may not be comparable to information in other gold producers’ reports and filings. Upon declaration of commercial production of the 1,000+ tpd processing plant in Q1 2023, capitalization of mine development costs ceased, and depreciation of capitalized mine development costs commenced. As the Company uses this measure to monitor the performance of our gold mining operations and its ability to generate positive cash flow, beginning in Q1 2023, total cash cost per ounce of gold sold starts with cost of sales related to gold production and removes depreciation. The following table provides a reconciliation of total cash cost per ounce of gold sold to cost of goods sold per the financial statements for the three months ended November 30, 2023.

	Three Months Ended			Three Months Ended
	November 30, 2023			November 30, 2022
Cost of sales per financial statements	$	5,687		$	4,408
Less: Depreciation	$	(484	)	$	(193	)
Total cash cost	$	5,203		$	4,215
Ounces of gold sold1		4,895			5,754
Cash cost per ounce of gold sold	$	1,063		$	733

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS performance measure and does not constitute a measure recognized by IFRS and does not have a standardized meaning defined by IFRS. Adjusted EBITDA may not be comparable to information in other gold producers’ reports and filings. Adjusted EBITDA is presented as a supplemental measure of the Company’s performance and ability to service its obligations. Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry, many of which present Adjusted EBITDA when reporting their results. Issuers present Adjusted EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet their obligations. Adjusted EBITDA represents net income (loss) before interest, income taxes, and depreciation and also eliminates the impact of a number of items that are not considered indicative of ongoing operating performance.

33

Management’s Discussion and Analysis November 30, 2023

Certain items of expense are added, and certain items of income are deducted from net income that are not likely to recur or are not indicative of the Company’s underlying operating results for the reporting periods presented or for future operating performance and consist of:

· Change in fair value of derivative financial instruments;

· Accretion related to the provision for reclamation;

· Share-based compensation expense; and

· Tax adjustments related to a prior period tax assessment (2012-2020).

The following table provides a reconciliation of net income (loss) and comprehensive income (loss) to Adjusted EBITDA per the financial statements for the three months ended November 30, 2023.

	Three Months Ended			Three Months Ended
	November 30, 2023			November 30, 2022
Net (loss) income and comprehensive (loss) income per financial statements		(39	)		5,160
Add:
Depreciation		484			193
Interest and other non-recurring expenses		340			180
Income tax expense		1,191			1,486
Change in fair value of derivative financial instruments		(199	)		(3,365	)
Share-based payment expense		810			753
Adjusted EBITDA		2,587			4,407

The Company has included “average realized price per ounce of gold sold”, “cash cost per ounce of gold sold” and “Adjusted EBITDA” as non-IFRS performance measures throughout this MD&A as TRX Gold believes that these generally accepted industry performance measures provide a useful indication of the Company’s operational performance. The Company believes that certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Disclosure of Outstanding Share Data

As at November 30, 2023, there were 279,090,734 common shares outstanding, 38,968,037 share purchase warrants outstanding, 2,773,077 RSUs outstanding, nil PSUs/DSUs outstanding, and 15,436,000 stock options outstanding.

Risks Factors

The Company is subject to a number of extraneous risk factors over which it has no control. These factors are common to most mineral exploration and development companies and include, among others: project ownership, exploration and development risk, depressed equity markets and related financing risk, commodity price risk, fluctuating exchange rates, environmental risk, insurance risk, sovereign risk. For further details on the risk factors affecting the Company, please see the Company’s Form 40-F Annual Report for the year ended August 31, 2023 filed with the SEC on November 29, 2023 and on SEDAR+ as the Company’s Annual Information Form on November 29, 2023.

34

Management’s Discussion and Analysis November 30, 2023

Internal Control Over Financial Reporting (“ICFR”)

Management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”) for the Company as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. The Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have conducted an evaluation of the design and effectiveness of the Company’s ICFR as of August 31, 2023. In making this assessment, the Company’s management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). This evaluation included review of the documentation of controls, evaluation of the design and operating effectiveness of controls, and a conclusion on this evaluation. Based on this evaluation, management concluded that ICFR were not effective for the year ended August 31, 2023 due to the following material weaknesses: (i) the Company had not implemented and tested all of the Company’s key controls, including information technology general controls, ICFR and disclosure controls and procedures as per the criteria established in the COSO 2013 Framework.

Remediation of Material Weaknesses

The control deficiencies described above were concluded on by management during the year ended August 31, 2023. The Company has prioritized the remediation of the material weaknesses and is working under the oversight of the Audit Committee to resolve the issue.

During the year ended August 31, 2023, the Company continued to strengthen its internal controls and are committed to ensuring that such controls are designed and operating effectively. The Company is implementing process and control improvements and management made the following changes during the year to improve the internal control framework, including the following:

· Engaged a third-party service provider to design and implement an enhanced internal control environment framework. During the year, the Company continued to develop a set of key risk control matrices by business cycle and by entity, including key controls, business processes and policies to enhance the maturity level of the Company’s internal control environment. The Company also continued to develop narratives and process maps for each key business cycle as conducted through walkthroughs with management, staff and its third-party information technology services provider within all key business cycles. Management has been implementing the newly designed internal control framework, conducting testing to ensure implemented controls are operating as intended, and is remediating any identified control gaps.

· The Company implemented a new enterprise resource planning (“ERP”) system during the year ended August 31, 2023 across the entire group to help automate certain reconciliations and manual processes and to increase the efficiency and accuracy of the financial statement preparation and review process. The ERP also reduced the risk of manual spreadsheet errors and formalize procedures around validation of completeness and accuracy of spreadsheets related to account reconciliations. The Company will continue to expand on the use of the software tool to help manage month-end and quarter-end activities.

· Continued to build an experienced finance team at Buckreef Gold Company Limited, the Company’s operating subsidiary, with several internal personnel changes, including a new site Finance Superintendent and additional headcount to enhance review and approval of invoices, journal entries and reconciliations, improve segregation of duties and to optimize the Company’s financial reporting close process.

· Continued focus related to preparation of formal accounting memorandums and accounting models to support conclusions on technical accounting matters, and the development and use of checklists and research tools to assist in compliance with IFRS with regard to complex accounting issues.

35

Management’s Discussion and Analysis November 30, 2023

During the year ended August 31, 2023, the Company worked with a third-party service provider to design and document a new and improved system of internal controls and is currently in the process of implementing and testing the operating effectiveness of these newly designed key controls with the goal of remediating the material weakness identified. However, as at August 31, 2023, the Company has been unable to complete this implementation by the required reporting date due to limited time and resources. Proposed changes to address the material weaknesses will take time to implement due to, amongst other things, a limited number of staff at the Company.

It is the Company’s intention to remediate the material weakness and has engaged a third-party service provider to assist in the review, evaluation and testing of the Company’s controls and procedures in a timely manner over the course of F2024.

Additional Information

The Company is a Canadian public company listed on the Toronto Stock Exchange trading under the symbol “TNX” and also listed on the NYSE American trading under the symbol “TRX”. Additional information about the Company and its business activities is available on SEDAR+ at www.sedarplus.ca; with the SEC at sec.gov; and the Company’s website at www.TRXgold.com.

Approval

The Board of Directors of TRX Gold Corporation has approved the disclosure contained in this Q1 2024 MD&A. A copy of this Q1 2024 MD&A will be provided to anyone who requests it. It is also available on the SEDAR+ website at www.sedarplus.ca.

36

Management’s Discussion and Analysis November 30, 2023

Endnotes

¹ Refer to “Non-IFRS Performance Measures” section.

² Notes Regarding Sample Protocol QA/QC: The sample chain of custody is managed by the Buckreef Gold geology team on site. Reported results are from diamond drilled core samples. Intervals of core to be analyzed are split into half using a mechanized core cutter, with one half sent to the Laboratory for geochemical analysis and the remaining half kept in storage for future reference and uses. Diamond drilled core has been a HQ size and recoveries are consistently 100% across all drill holes intercept reported.

Sampling and analytical procedures are subject to a comprehensive quality assurance and quality control program. The QA/QC program involves insertion of duplicate samples, blanks and certified reference materials in the sample stream. Gold analyses are performed by standard fire assaying protocols using a 50-gram charge with atomic absorption (AAS) finish and a gravimetric finish performed for assays greater than 10 grams per tonne.

Sample Preparation and analysis are performed by independent SGS Laboratory in Mwanza, Tanzania. SGS Laboratory is ISO17025 accredited and employs a Laboratory Information Management System for sample tracking, quality control and reporting.

The results summarized in this MD&A are from Buckreef Main Zone NEE prospect. The prospect is an extension of the known Buckreef Main Zone. The intercepts confirm a continuity of over 200 m of known Buckreef main deposit to the North east. The intersections reported here are a down-hole length and may not represent true width, however the true width is estimated to be between 50% - 60% of the length.

37

XML

Cover	3 Months Ended
	Nov. 30, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--08-31
Entity File Number	001-32500
Entity Registrant Name	TRX GOLD Corporation
Entity Central Index Key	0001173643
Entity Address, Address Line One	277 Lakeshore Road East
Entity Address, Address Line Two	Suite 403
Entity Address, City or Town	Oakville
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	L6J 1H9

XML

Interim Condensed Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Current assets
Cash	$ 8,327	$ 7,629
Amounts receivable	2,062	3,140
Prepayments and other assets	1,384	1,463
Inventories	5,408	4,961
Total current assets	17,181	17,193
Other long-term assets	3,234	2,948
Mineral property, plant and equipment	66,648	64,059
Total assets	87,063	84,200
Current liabilities
Amounts payable and accrued liabilities	12,972	11,571
Income tax payable	670	1,081
Current portion of deferred revenue	2,108	1,549
Current portion of lease liabilities	51	65
Derivative financial instrument liabilities	3,345	3,544
Total current liabilities	19,146	17,810
Lease liabilities	27	36
Deferred revenue	309	178
Deferred income tax liability	5,186	4,287
Provision for reclamation	860	833
Total liabilities	25,528	23,144
Equity
Share capital	165,458	164,816
Share-based payments reserve	8,683	8,807
Warrants reserve	1,700	1,700
Accumulated deficit	(122,389)	(121,423)
Equity attributable to shareholders	53,452	53,900
Non-controlling interest	8,083	7,156
Total equity	61,535	61,056
Total equity and liabilities	$ 87,063	$ 84,200

XML

Interim Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Profit or loss [abstract]
Revenue	$ 9,404	$ 9,718
Cost of sales
Production costs	(4,508)	(3,518)
Royalty	(695)	(697)
Depreciation	(484)	(193)
Total cost of sales	(5,687)	(4,408)
Gross profit	3,717	5,310
General and administrative expenses	(2,211)	(1,837)
Change in fair value of derivative financial instruments	199	3,365
Foreign exchange losses	(80)	(7)
Interest and other expenses	(473)	(185)
Income before tax	1,152	6,646
Income tax expense	(1,191)	(1,486)
Net (loss) income and comprehensive (loss) income	(39)	5,160
Net (loss) income and comprehensive (loss) income attributable to:
Shareholders	(966)	3,512
Non-controlling interest	927	1,648
Net (loss) income and comprehensive (loss) income	$ (39)	$ 5,160
Basic (loss) earnings per share	$ (0.00)	$ 0.01

XML

Interim Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Issued capital [member]	Reserve of share-based payments [member]	Reserve For Warrants [member]	Accumulated deficit [member]	Shareholders' equity [member]	Non-controlling interests [member]	Total
Beginning balance, value at Aug. 31, 2022	$ 163,946	$ 6,825	$ 1,700	$ (123,673)	$ 48,798	$ 2,361	$ 51,159
Balance, number (in shares) at Aug. 31, 2022	276,146,184
IfrsStatementLineItems [Line Items]
Shares issued for share-based payments	$ 227	(227)
Shares issued for share-based payments, (In Shares)	442,500
Share-based compensation expense		809			809		809
Witholding tax impact on RSUs		(94)			(94)		(94)
Net income for the period				3,512	3,512	1,648	5,160
Ending balance, value at Nov. 30, 2022	$ 164,173	7,313	1,700	(120,161)	53,025	4,009	57,034
Balance, number (in shares) at Nov. 30, 2022	276,588,684
IfrsStatementLineItems [Line Items]
Shares issued for share-based payments	$ 448	(452)			(4)		(4)
Shares issued for share-based payments, (In Shares)	681,014
Share-based compensation expense		1,888			1,888		1,888
Witholding tax impact on RSUs		148			148		148
Shares issued for cash, net of share issuance costs	$ 105				105		105
Shares issued for cash, net of share issuance costs, (In Shares)	200,000
Shares issued for cashless exercise of options	$ 90	(90)
Shares issued for cashless exercise of options, (In shares)	155,619
Net (loss) income for the period				(1,262)	(1,262)	3,147	1,885
Ending balance, value at Aug. 31, 2023	$ 164,816	8,807	1,700	(121,423)	53,900	7,156	61,056
Balance, number (in shares) at Aug. 31, 2023	277,625,317
IfrsStatementLineItems [Line Items]
Shares issued for share-based payments (Note 12)	$ 642	(632)			10		10
Shares issued for share-based payments, (In Shares)	1,465,417
Share-based compensation expense (Note 12)		865			865		865
Witholding tax impact on share-based payments		(357)			(357)		(357)
Net (loss) income for the period				(966)	(966)	927	(39)
Ending balance, value at Nov. 30, 2023	$ 165,458	$ 8,683	$ 1,700	$ (122,389)	$ 53,452	$ 8,083	$ 61,535
Balance, number (in shares) at Nov. 30, 2023	279,090,734

XML

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Operating
Net (loss) income	$ (39)	$ 5,160
Adjustments for items not involving cash:
Non-cash items	2,955	(1,016)
Changes in non-cash working capital:
Decrease in amounts receivable	1,032	915
Increase in inventories	(343)	(125)
Decrease (increase) in prepaid and other assets	79	(14)
Increase in amounts payable and accrued liabilities	1,863	1,371
(Decrease) increase in income tax payable	(408)	357
Cash provided by operating activities	5,139	6,648
Investing
Purchase of mineral property, plant and equipment	(3,774)	(5,419)
Increase in other long-term assets	(286)	(617)
Cash used in investing activities	(4,060)	(6,036)
Financing
Withholding taxes on settlement of share-based payments	(357)	(94)
Lease payments	(24)	(64)
Cash used in financing activities	(381)	(158)
Net increase in cash	698	454
Cash at beginning of the period	7,629	8,476
Cash at end of the period	8,327	8,930
Taxes paid in cash	$ 700

XML

Nature of operations

3 Months Ended

Nov. 30, 2023

Nature Of Operations

Nature of operations

1. Nature of operations

TRX Gold Corporation (“TRX Gold” or the “Company”) was incorporated in the Province of Alberta on July 5, 1990 under the Business Corporations Act (Alberta). The Company’s principal business activity is the exploration, development and production of mineral property interests in the United Republic of Tanzania (“Tanzania”).

The Company’s registered office is 400 3^rd Avenue SW, Suite 3700, Calgary, Alberta, T2P 4H2, Canada and the Company’s principal place of business is 277 Lakeshore Road E, Suite 403, Oakville, Ontario, L6J 6J3, Canada.

The Company’s common shares are listed on the Toronto Stock Exchange in Canada (TSX: TNX) and NYSE American in the United States of America (NYSE American: TRX).

The Company is primarily focused on development and mining operations, exploring, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.

XML

Basis of preparation

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Basis of preparation

2. Basis of preparation

a) Statement of compliance

The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements do not include all disclosures required by International Financial Reporting Standards (“IFRS”) for annual financial statements and should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2023.

These interim condensed consolidated financial statements were approved by the Board of Directors of the Company on January 11, 2024.

b) Basis of presentation and measurement

These interim condensed consolidated financial statements have been prepared on a going concern basis under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value as disclosed in Note 17. All amounts in these interim condensed consolidated financial statements are presented in U.S. dollars with all amounts rounded to the nearest thousand, except for share and per share data, or as otherwise noted. Reference herein of $ or USD is to U.S. dollars and C$ or CAD is to Canadian dollars.

XML

Significant accounting policies, judgements and estimates

3 Months Ended

Nov. 30, 2023

Significant Accounting Policies Judgements And Estimates

Significant accounting policies, judgements and estimates

3. Significant accounting policies, judgements and estimates

The accounting policies, judgements and estimates applied in these interim condensed consolidated financial statements are consistent with those set out in Notes 3 and 4 of the Company’s annual consolidated financial statements for the year ended August 31, 2023, except as described below:

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements, and IFRS Practice Statement 2, Making Materiality Judgements, requiring that an entity discloses its material accounting policies, instead of its significant accounting policies. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. Accounting policy information that relates to immaterial transactions, events or conditions is immaterial and need not be disclosed. The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

The amendments to IAS 1 and IFRS Practice Statement 2 were adopted on September 1, 2023 and did not have a material impact on the Company’s interim condensed consolidated financial statements.

Definition of Accounting Estimates (Amendments to IAS 8)

In February 2021, the IASB issued amendments to IAS 8, Accounting policies, changes in accounting estimates and errors. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error and effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors.

The amendments to IAS 8 were adopted on September 1, 2023 and did not have a material impact on the Company’s interim condensed consolidated financial statements.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

In May 2021, the IASB issued amendments to IAS 12, Income Taxes. The amendments to IAS 12 narrow the scope of the initial recognition exemption so that it no longer applies to transactions which give rise to equal amounts of taxable and deductible temporary differences. The Company is to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition for certain transactions, including leases and reclamation provisions.

The amendments to IAS 12 were adopted on September 1, 2023 and did not have a material impact on the Company’s interim condensed consolidated financial statements.

XML

Amounts receivable

3 Months Ended

Nov. 30, 2023

Amounts Receivable

Amounts receivable

4. Amounts receivable

		November 30, 2023			August 31, 2023
Receivable from precious metal sales	$	—		$	488
Sales tax receivable(1)		5,221			5,554
Other		75			46
Other receivable		5,296			6,088
Less: Long-term portion		(3,234	)		(2,948	)
Total amounts receivable	$	2,062		$	3,140

(1) Sales tax receivables consist of harmonized services tax and value added tax ("VAT") due from Canadian and Tanzanian tax authorities, respectively. Tanzanian tax regulations allow for VAT receivable to be refunded or set-off against other taxes due to the Tanzania Revenue Authority ("TRA"). The Company has historically experienced delays in receiving payment or confirmation of offset against other taxes. The Company is in communication with the TRA and there is an expectation for either cash payments or offsetting of VAT receivable against other taxes in the future. VAT which the Company does not expect to recover within the next 12 months has been classified as long-term assets.

The Company held no collateral for any receivables. During the three months ended November 30, 2023, the Company recovered $1.3 million of VAT refunds from the TRA.

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Prepayments and other assets

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Prepayments and other assets

5. Prepayments and other assets

		November 30, 2023		August 31, 2023
Prepaid expenses	$	717	$	796
Deferred financing costs(1)		667		667
Total prepayments and other assets	$	1,384	$	1,463

(1) Consists of $0.5 million in commitment fees paid with respect to a share purchase agreement whereby the Company, at its sole discretion, has the right to sell up to $10 million of its common shares over a 36-month period and $0.2 million in deferred financing costs related to an At-the-Market Offering Agreement entered on May 12, 2023.

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Inventories

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Inventories

6. Inventories

		November 30, 2023		August 31, 2023
Ore stockpile	$	3,772	$	3,361
Gold in circuit		614		689
Gold doré		25		52
Total precious metals inventories		4,411		4,102
Supplies		997		859
Total inventories	$	5,408	$	4,961

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Mineral property, plant and equipment

3 Months Ended

Nov. 30, 2023

Mineral Property Plant And Equipment

Mineral property, plant and equipment

7. Mineral property, plant and equipment

		Exploration and evaluation expenditures(1)		Mineral properties		Processing plant and related infrastructure		Machinery and equipment(2)		Other(3)		Total
Cost
As at August 31, 2023	$	1,864	$	41,202	$	23,063	$	1,624	$	351	$	68,104
Additions		91		813		2,282		2		—		3,188
As at November 30, 2023	$	1,955	$	42,015	$	25,345	$	1,626	$	351	$	71,292
Accumulated depreciation
As at August 31, 2023	$	—	$	899	$	2,138	$	828	$	180	$	4,045
Depreciation		—		476		52		57		14		599
As at November 30, 2023	$	—	$	1,375	$	2,190	$	885	$	194	$	4,644
Net book value
As at August 31, 2023	$	1,864	$	40,303	$	20,925	$	796	$	171	$	64,059
As at November 30, 2023	$	1,955	$	40,640	$	23,155	$	741	$	157	$	66,648

(1) Represents exploration and evaluation expenditures related to the Eastern Porphyry and Anfield deposits on the Buckreef property.

(2) Includes automotive and computer equipment and software.

(3) Includes leasehold improvements and right-of-use assets.

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Deferred revenue

3 Months Ended

Nov. 30, 2023

Deferred Revenue

Deferred revenue

8. Deferred revenue

On August 11, 2022, the Company entered into a $5.0 million prepaid Gold Doré Purchase Agreement (“Agreement”) with OCIM Metals and Mining S.A. (“OCIM”). The Agreement requires funds to be made available to the Company in two tranches. During the three months ended November 30, 2023, the Company fully settled $2.5 million drawn on the first tranche of the Agreement. On July 11, 2023, the Company drew $1.0 million from the second tranche of the Agreement in exchange for delivering 46.4 ounces of gold per month, commencing October 2023, for a total of 603 ounces of gold over 13 months. On September 26, 2023, the Company drew an additional $0.5 million from the second tranche of the Agreement in exchange for delivering 23.5 ounces of gold per month, commencing December 2023, for a total of 305.4 ounces of gold over 13 months. On November 29, 2023, the Company drew an additional $1.0 million from the second tranche of the Agreement in exchange for delivering 44.1 ounces of gold per month, commencing February 2024, for a total of 573.2 ounces of gold over 13 months.

		Amount
As at August 31, 2023	$	1,727
Drawdown		1,500
Accretion of deferred revenue		112
Revenue recognized		(922	)
As at November 30, 2023	$	2,417

		November 30, 2023		August 31, 2023
Current portion of deferred revenue	$	2,108	$	1,549
Deferred revenue		309		178
Balance at end of period	$	2,417	$	1,727

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Derivative financial instrument liabilities

3 Months Ended

Nov. 30, 2023

Derivative Financial Instrument Liabilities

Derivative financial instrument liabilities

9. Derivative financial instrument liabilities

		November 30, 2023		August 31, 2023
Derivative warrant liabilities	$	3,345	$	3,544
Total derivative financial instrument liabilities	$	3,345	$	3,544

a) Derivative warrant liabilities

		Amount
As at August 31, 2023	$	3,544
Change in fair value		(199	)
As at November 30, 2023	$	3,345

Derivative warrant liabilities of $3.3 million will only be settled by issuing equity of the Company. For the three months ended November 30, 2023, fair value changes amounted to a gain of $0.2 million (2022 – gain of $3.4 million).

Fair values of derivative warrant liabilities were calculated using the Black-Scholes Option Pricing Model with the following assumptions:

		November 30, 2023			August 31, 2023
Share price	$	0.40		$	0.39
Risk-free interest rate		4.42% - 4.63%			4.43% - 4.66%
Dividend yield		0	%		0	%
Expected volatility		51	%		52	%
Remaining term (in years)		2.2 – 3.2			2.5 – 3.4

The fair value is classified as level 3 as expected volatilities is determined using adjusted historical volatilities and were therefore not an observable input.

Sensitivity analysis

If expected volatility, the significant unobservable input, had been higher or lower by 10% and all other variables were held constant, net loss and net assets for the three months ended November 30, 2023 would increase or decrease by:

		November 30, 2023
10% change in expected volatilities		Increase			Decrease
(Loss) income	$	(814	)	$	786

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Income tax

3 Months Ended

Nov. 30, 2023

Income Tax

Income tax

10. Income tax

Income tax expense is recognized based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. The maximum amount of tax losses that a business can utilize in Tanzania is 70% of its taxable profit for the current year. The remaining 30% of taxable profit is subject to a statutory tax rate of 30%. As a result, Buckreef’s current income tax is calculated at an effective tax rate of 9% until Buckreef’s tax loss carryforwards are fully utilized. Tax losses in Tanzania can only be utilized by the entity to which the tax losses relate to.

The carrying value of Buckreef’s Mineral Property, Plant and Equipment is higher than their tax written down values due to historical mining incentives in Tanzania and accelerated depreciation for tax purposes. The taxable temporary difference between the carrying value of Mineral Property, Plant and Equipment and its tax basis in excess of available tax loss carryforwards resulted in a deferred tax liability.

For the three months ended November 30, 2023, the Company recorded income tax expense of $1.2 million, comprised of current income tax expense of $0.3 million and deferred income tax expense of $0.9 million (2022 – $1.5 million income tax expense comprised of current income tax expense of $0.4 million and deferred income tax expense of $1.1 million).

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(Loss) earnings per share

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

(Loss) earnings per share

11. (Loss) earnings per share

		Three months ended November 30,
		2023			2022
Net (loss) income attributable to shareholders	$	(966	)	$	3,512
Weighted average number of common shares for basic EPS(1)		285,283,429			276,477,860
Effect of dilutive stock options, warrants, RSUs and share awards		—			1,221,178
Weighted average number of common shares for diluted EPS(1)		285,283,429			277,699,038

⁽¹⁾ The weighted average number of common shares for basic and diluted EPS include 6.3 million gross number of vested, but unissued, common shares relating to common share awards.

For the three months ended November 30, 2023, the weighted average number of common shares for diluted EPS excluded 15.4 million stock options, 2.8 million RSUs, 4.6 million common share awards and 39.0 million warrants that were anti-dilutive for the period (2022: 7.4 million stock options and 42.0 million warrants).

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Share-based payments reserve

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Share-based payments reserve

12. Share-based payments reserve

Share-based compensation expense for the three months ended November 30, 2023 totalled $0.9 million (2022: $0.8 million).

As at November 30, 2023, the Company had 5,225,271 (August 31, 2023 – 3,617,450) share awards available for issuance under the Omnibus Equity Incentive Plan.

a) Stock options

Canadian Dollars denominated stock options

	Number of stock options	Weighted average exercise price per share
Balance – November 30, 2023 and August 31, 2023	4,986,000	CAD $0.41

Options to purchase common shares carry exercise prices and terms to maturity as follows:

				Remaining
	Number of options		Expiry	contractual
Exercise price	Outstanding	Exercisable	Date	life (years)
C$0.40	2,259,000	2,259,000	October 11, 2026	2.9
C$0.40	95,000	95,000	October 6, 2024	0.9
C$0.43	2,065,000	2,065,000	September 29, 2026	2.8
C$0.43	467,000	467,000	October 6, 2024	0.9
C$0.35	100,000	100,000	January 2, 2027	3.1
C$0.41(1)	4,986,000	4,986,000		2.6 (1)

(1)  Total represents weighted average.

US Dollars denominated stock options

	Number of stock options		Weighted average exercise price per share
Balance – November 30, 2023 and August 31, 2023	10,450,000	$	0.49

Options to purchase common shares carry exercise prices and terms to maturity as follows:

					Remaining
	Number of options			Expiry	contractual
Exercise price		Outstanding	Exercisable	Date	life (years)
USD $0.50		7,375,000	2,950,000	August 17, 2027	3.7
USD $0.45		3,075,000	615,000	August 28, 2028	4.8
USD $0.49(1)		10,450,000	3,565,000		4.0(1)

For the three months ended November 30, 2023, share-based compensation expense related to stock options totalled $0.2 million (2022 – $0.1 million).

b) Restricted Share Units:

The following table sets out activity with respect to outstanding RSUs:

	Number of RSUs
Balance – August 31, 2023	3,473,077
Vested	(700,000	)
Balance – November 30, 2023	2,773,077

For the three months ended November 30, 2023, share-based payment expenses related to RSUs totalled $0.5 million (2022 - $0.2 million).

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Warrants reserve

3 Months Ended

Nov. 30, 2023

Warrants Reserve

Warrants reserve

13. Warrants reserve

	Number of warrants		Weighted average exercise price per share	Weighted average remaining contractual life (years)
Balance – August 31, 2023	38,968,037	$	0.68	2.8
Balance – November 30, 2023	38,968,037	$	0.68	2.5

As at November 30, 2023, the following warrants were outstanding:

	Number of Warrants		Exercise price		Expiry date
Private placement financing warrants - December 23, 2020	2,777,268	$	1.50		December 23, 2023
Private placement financing warrants - February 11, 2021	16,461,539	$	0.80		February 11, 2026
Private placement financing broker warrants - February 11, 2021	1,152,307	$	0.80		February 11, 2026
Private placement financing warrants – January 26, 2022	17,948,718	$	0.44		January 26, 2027
Private placement financing placement agent warrants – January 26, 2022	628,205	$	0.44		January 26, 2027
Balance – November 30, 2023	38,968,037	$	0.68	(1)

(1)   Total represents weighted average.

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Non-controlling interest

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Non-controlling interest

14. Non-controlling interest

Summarized financial information for Buckreef is disclosed below:

		Three months ended November 30,
Income Statement		2023		2022
Revenue	$	9,404	$	9,718
Depreciation		484		193
Accretion expense		140		163
Income tax expense		1,191		1,486
Comprehensive income for the period		2,061		3,662

Statement of Financial Position		November 30, 2023			August 31, 2023
Current assets	$	11,542		$	11,238
Non-current assets		67,696			64,762
Current liabilities		(13,248	)		(12,113	)
Non-current liabilities		(6,354	)		(5,301	)
Advances from parent, net		(34,971	)		(36,049	)

		Three months ended November 30,
Statement of Cash Flows		2023			2022
Cash provided by operating activities	$	6,110		$	8,005
Cash used in investing activities		(4,057	)		(6,209	)
Cash used in financing activities		(1,089	)		(48	)

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Related party transactions

3 Months Ended

Nov. 30, 2023

Related party transactions [abstract]

Related party transactions

15. Related party transactions

Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

Remuneration of Directors and key management personnel of the Company was as follows:

		Three months ended November 30,
Directors and key management personnel		2023		2022
Remuneration (1)	$	436	$	459
Share-based compensation expense		693		714
Total directors and key management personnel	$	1,129	$	1,173

⁽¹⁾ Remuneration includes salaries and benefits for certain key management personnel and director fees. Certain members of the board of directors have employment or service contracts with the Company. Directors are entitled to director fees and share-based compensation for their services and officers are entitled to cash remuneration and share-based compensation for their employment services.

As at November 30, 2023, included in amounts payable is $0.1 million of board fees (August 31, 2023 - $0.4 million) due to related parties with no specific terms of repayment.

During the three months ended November 30, 2023, $0.2 million for stock options granted to key management personnel was expensed (2022 - $0.1 million) and $0.3 million for RSUs granted to directors and key management personnel was expensed (2022 - $0.2 million).

During the three months ended November 30, 2023, $0.2 million related to common share awards granted to key management personnel was expensed (2022 - $0.8 million).

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General and administrative expenses

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

General and administrative expenses

16. General and administrative expenses

		Three months ended November 30,
		2023		2022
Directors’ fees (Note 15)	$	60	$	107
Insurance		85		99
Office and general		67		19
Shareholder information		158		128
Professional fees		189		101
Salaries and benefits (Note 15)		558		484
Consulting		177		51
Share-based compensation expense (Notes 12 and 15)		810		753
Travel and accommodation		78		47
Depreciation		13		40
Other		16		8
Total general and administrative expenses	$	2,211	$	1,837

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Financial instruments

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Financial instruments

17. Financial instruments

Fair value of financial instruments

The following table sets out the classification of the Company’s financial instruments as at November 30, 2023 and August 31, 2023:

		November 30, 2023		August 31, 2023
Financial Assets
Measured at amortized cost
Amounts receivable	$	2,062	$	3,140
Measured at fair value through profit or loss
Cash		8,327		7,629
Financial Liabilities
Measured at amortized cost
Amounts payables and accrued liabilities		12,972		11,571
Measured at fair value through profit or loss
Derivative financial instrument liabilities		3,345		3,544

Fair value estimates are made at a specific point in time based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy, giving the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs, are as follows:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

· Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and

· Level 3 – Inputs for assets or liabilities that are not based on observable market data.

As at November 30, 2023 and August 31, 2023, cash was classified as Level 1 and derivative financial instruments (Note 9) were classified as Level 3 under the fair value hierarchy.

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Segmented information

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Segmented information

18. Segmented information

Operating segments

The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the operating results, assesses the performance and makes capital allocation decisions of the Company viewed as a single operating segment engaged in mineral exploration and development in Tanzania. All amounts disclosed in the interim condensed consolidated financial statements represent this single reporting segment. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and does not meet the definition of an operating segment as defined in IFRS 8, Operating Segments.

Geographic segments

The Company is in the business of mineral exploration and production in Tanzania. Information regarding the Company’s geographic locations are as follows:

		Three months ended November 30,
Revenue		2023		2022
Tanzania	$	9,404	$	9,718
Total revenue	$	9,404	$	9,718

During the three months ended November 30, 2023, the Company generated 90% (2022 – 100%) of its revenue from one (2022 – one) customer totalling $8.5 million (2022 – $9.7 million).

Non-current assets		November 30, 2023		August 31, 2023
Canada	$	52	$	55
Tanzania		69,830		66,952
Total non-current assets	$	69,882	$	67,007

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Commitments and contingencies

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Commitments and contingencies

19. Commitments and contingencies

Commitments:

In order to maintain its existing mining and exploration licenses, the Company is required to pay annual license fees. As at November 30, 2023 and August 31, 2023, these licenses remained in good standing and the Company is up to date on its license payments.

Contingencies:

The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, no provisions for the settlement of outstanding litigation and potential claims have been accrued as at November 30, 2023 and August 31, 2023.

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Non-cash items

3 Months Ended

Nov. 30, 2023

Non-cash Items

Non-cash items

20. Non-cash items

		Three months ended November 30,
		2023			2022
Depreciation	$	497		$	233
Change in fair value of derivative financial instruments (Note 9)		(199	)		(3,365	)
Share-based compensation expense (Note 12)		875			809
Accretion of provision for reclamation		27			35
Deferred income tax expense (Note 10)		899			1,129
Accretion of lease liabilities		1			5
Deferred revenue (Note 8)		578			—
Accretion of deferred revenue (Note 8)		112			127
Foreign exchange losses (gains)		165			(4	)
Other expenses		—			15
Total non-cash items	$	2,955		$	(1,016	)

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Subsequent event

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Subsequent event

21. Subsequent event

In December 2023, the Company entered into a series of gold zero-cost collar contracts for 600 gold ounces per month for a total of 3,000 gold ounces to be settled from January 2024 to May 2024, at a maximum and minimum gold price of $2,150 and $1,850 per gold ounce, respectively.

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Amounts receivable (Tables)

3 Months Ended

Nov. 30, 2023

Amounts Receivable

Schedule of receivables

		November 30, 2023			August 31, 2023
Receivable from precious metal sales	$	—		$	488
Sales tax receivable(1)		5,221			5,554
Other		75			46
Other receivable		5,296			6,088
Less: Long-term portion		(3,234	)		(2,948	)
Total amounts receivable	$	2,062		$	3,140

(1) Sales tax receivables consist of harmonized services tax and value added tax ("VAT") due from Canadian and Tanzanian tax authorities, respectively. Tanzanian tax regulations allow for VAT receivable to be refunded or set-off against other taxes due to the Tanzania Revenue Authority ("TRA"). The Company has historically experienced delays in receiving payment or confirmation of offset against other taxes. The Company is in communication with the TRA and there is an expectation for either cash payments or offsetting of VAT receivable against other taxes in the future. VAT which the Company does not expect to recover within the next 12 months has been classified as long-term assets.

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Prepayments and other assets (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of prepayments and other assets

		November 30, 2023		August 31, 2023
Prepaid expenses	$	717	$	796
Deferred financing costs(1)		667		667
Total prepayments and other assets	$	1,384	$	1,463

(1) Consists of $0.5 million in commitment fees paid with respect to a share purchase agreement whereby the Company, at its sole discretion, has the right to sell up to $10 million of its common shares over a 36-month period and $0.2 million in deferred financing costs related to an At-the-Market Offering Agreement entered on May 12, 2023.

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Inventories (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of inventory

		November 30, 2023		August 31, 2023
Ore stockpile	$	3,772	$	3,361
Gold in circuit		614		689
Gold doré		25		52
Total precious metals inventories		4,411		4,102
Supplies		997		859
Total inventories	$	5,408	$	4,961

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Mineral property, plant and equipment (Tables)

3 Months Ended

Nov. 30, 2023

Mineral Property Plant And Equipment

Schedule of mineral property, plant and equipment

		Exploration and evaluation expenditures(1)		Mineral properties		Processing plant and related infrastructure		Machinery and equipment(2)		Other(3)		Total
Cost
As at August 31, 2023	$	1,864	$	41,202	$	23,063	$	1,624	$	351	$	68,104
Additions		91		813		2,282		2		—		3,188
As at November 30, 2023	$	1,955	$	42,015	$	25,345	$	1,626	$	351	$	71,292
Accumulated depreciation
As at August 31, 2023	$	—	$	899	$	2,138	$	828	$	180	$	4,045
Depreciation		—		476		52		57		14		599
As at November 30, 2023	$	—	$	1,375	$	2,190	$	885	$	194	$	4,644
Net book value
As at August 31, 2023	$	1,864	$	40,303	$	20,925	$	796	$	171	$	64,059
As at November 30, 2023	$	1,955	$	40,640	$	23,155	$	741	$	157	$	66,648

(1) Represents exploration and evaluation expenditures related to the Eastern Porphyry and Anfield deposits on the Buckreef property.

(2) Includes automotive and computer equipment and software.

(3) Includes leasehold improvements and right-of-use assets.

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Deferred revenue (Tables)

3 Months Ended

Nov. 30, 2023

Deferred Revenue

Schedule of deferred revenue liability

		Amount
As at August 31, 2023	$	1,727
Drawdown		1,500
Accretion of deferred revenue		112
Revenue recognized		(922	)
As at November 30, 2023	$	2,417

Schedule of deferred revenue

		November 30, 2023		August 31, 2023
Current portion of deferred revenue	$	2,108	$	1,549
Deferred revenue		309		178
Balance at end of period	$	2,417	$	1,727

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Derivative financial instrument liabilities (Tables)

3 Months Ended

Nov. 30, 2023

Derivative Financial Instrument Liabilities

Schedule of derivative financial instrument liabilities

		November 30, 2023		August 31, 2023
Derivative warrant liabilities	$	3,345	$	3,544
Total derivative financial instrument liabilities	$	3,345	$	3,544

Schedule of derivative warrant liabilities

		Amount
As at August 31, 2023	$	3,544
Change in fair value		(199	)
As at November 30, 2023	$	3,345

Schedule of assumptions fair value of derivative warrant liabilities

		November 30, 2023			August 31, 2023
Share price	$	0.40		$	0.39
Risk-free interest rate		4.42% - 4.63%			4.43% - 4.66%
Dividend yield		0	%		0	%
Expected volatility		51	%		52	%
Remaining term (in years)		2.2 – 3.2			2.5 – 3.4

Schedule of net loss and net assets

		November 30, 2023
10% change in expected volatilities		Increase			Decrease
(Loss) income	$	(814	)	$	786

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(Loss) earnings per share (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of (loss) earnings per share

		Three months ended November 30,
		2023			2022
Net (loss) income attributable to shareholders	$	(966	)	$	3,512
Weighted average number of common shares for basic EPS(1)		285,283,429			276,477,860
Effect of dilutive stock options, warrants, RSUs and share awards		—			1,221,178
Weighted average number of common shares for diluted EPS(1)		285,283,429			277,699,038

⁽¹⁾ The weighted average number of common shares for basic and diluted EPS include 6.3 million gross number of vested, but unissued, common shares relating to common share awards.

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Share-based payments reserve (Tables)

3 Months Ended

Nov. 30, 2023

IfrsStatementLineItems [Line Items]

Schedule of restricted stock outstanding

	Number of RSUs
Balance – August 31, 2023	3,473,077
Vested	(700,000	)
Balance – November 30, 2023	2,773,077

Stock options [member]

IfrsStatementLineItems [Line Items]

Schedule of continuity of outstanding stock options

	Number of stock options	Weighted average exercise price per share
Balance – November 30, 2023 and August 31, 2023	4,986,000	CAD $0.41

Schedule of options to purchase common shares exercise prices

				Remaining
	Number of options		Expiry	contractual
Exercise price	Outstanding	Exercisable	Date	life (years)
C$0.40	2,259,000	2,259,000	October 11, 2026	2.9
C$0.40	95,000	95,000	October 6, 2024	0.9
C$0.43	2,065,000	2,065,000	September 29, 2026	2.8
C$0.43	467,000	467,000	October 6, 2024	0.9
C$0.35	100,000	100,000	January 2, 2027	3.1
C$0.41(1)	4,986,000	4,986,000		2.6 (1)

(1)  Total represents weighted average.

US Dollars denominated stock options [member]

IfrsStatementLineItems [Line Items]

Schedule of options to purchase common shares exercise prices

					Remaining
	Number of options			Expiry	contractual
Exercise price		Outstanding	Exercisable	Date	life (years)
USD $0.50		7,375,000	2,950,000	August 17, 2027	3.7
USD $0.45		3,075,000	615,000	August 28, 2028	4.8
USD $0.49(1)		10,450,000	3,565,000		4.0(1)

Schedule of outstanding stock option

	Number of stock options		Weighted average exercise price per share
Balance – November 30, 2023 and August 31, 2023	10,450,000	$	0.49

XML

Warrants reserve (Tables)

3 Months Ended

Nov. 30, 2023

Warrants Reserve

Schedule of reserve for warrants

	Number of warrants		Weighted average exercise price per share	Weighted average remaining contractual life (years)
Balance – August 31, 2023	38,968,037	$	0.68	2.8
Balance – November 30, 2023	38,968,037	$	0.68	2.5

Schedule of warrants and compensation warrants

	Number of Warrants		Exercise price		Expiry date
Private placement financing warrants - December 23, 2020	2,777,268	$	1.50		December 23, 2023
Private placement financing warrants - February 11, 2021	16,461,539	$	0.80		February 11, 2026
Private placement financing broker warrants - February 11, 2021	1,152,307	$	0.80		February 11, 2026
Private placement financing warrants – January 26, 2022	17,948,718	$	0.44		January 26, 2027
Private placement financing placement agent warrants – January 26, 2022	628,205	$	0.44		January 26, 2027
Balance – November 30, 2023	38,968,037	$	0.68	(1)

(1)   Total represents weighted average.

XML

Non-controlling interest (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of summarized financial information

		Three months ended November 30,
Income Statement		2023		2022
Revenue	$	9,404	$	9,718
Depreciation		484		193
Accretion expense		140		163
Income tax expense		1,191		1,486
Comprehensive income for the period		2,061		3,662

Statement of Financial Position		November 30, 2023			August 31, 2023
Current assets	$	11,542		$	11,238
Non-current assets		67,696			64,762
Current liabilities		(13,248	)		(12,113	)
Non-current liabilities		(6,354	)		(5,301	)
Advances from parent, net		(34,971	)		(36,049	)

		Three months ended November 30,
Statement of Cash Flows		2023			2022
Cash provided by operating activities	$	6,110		$	8,005
Cash used in investing activities		(4,057	)		(6,209	)
Cash used in financing activities		(1,089	)		(48	)

XML

Related party transactions (Tables)

3 Months Ended

Nov. 30, 2023

Related party transactions [abstract]

Schedule of related parties compensation

		Three months ended November 30,
Directors and key management personnel		2023		2022
Remuneration (1)	$	436	$	459
Share-based compensation expense		693		714
Total directors and key management personnel	$	1,129	$	1,173

⁽¹⁾ Remuneration includes salaries and benefits for certain key management personnel and director fees. Certain members of the board of directors have employment or service contracts with the Company. Directors are entitled to director fees and share-based compensation for their services and officers are entitled to cash remuneration and share-based compensation for their employment services.

XML

General and administrative expenses (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of general and administrative expense

		Three months ended November 30,
		2023		2022
Directors’ fees (Note 15)	$	60	$	107
Insurance		85		99
Office and general		67		19
Shareholder information		158		128
Professional fees		189		101
Salaries and benefits (Note 15)		558		484
Consulting		177		51
Share-based compensation expense (Notes 12 and 15)		810		753
Travel and accommodation		78		47
Depreciation		13		40
Other		16		8
Total general and administrative expenses	$	2,211	$	1,837

XML

Financial instruments (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of financial instruments

		November 30, 2023		August 31, 2023
Financial Assets
Measured at amortized cost
Amounts receivable	$	2,062	$	3,140
Measured at fair value through profit or loss
Cash		8,327		7,629
Financial Liabilities
Measured at amortized cost
Amounts payables and accrued liabilities		12,972		11,571
Measured at fair value through profit or loss
Derivative financial instrument liabilities		3,345		3,544

XML

Segmented information (Tables)

3 Months Ended

Nov. 30, 2023

Notes and other explanatory information [abstract]

Schedule of revenue

		Three months ended November 30,
Revenue		2023		2022
Tanzania	$	9,404	$	9,718
Total revenue	$	9,404	$	9,718

Schedule of non-current assets

Non-current assets		November 30, 2023		August 31, 2023
Canada	$	52	$	55
Tanzania		69,830		66,952
Total non-current assets	$	69,882	$	67,007

XML

Non-cash items (Tables)

3 Months Ended

Nov. 30, 2023

Non-cash Items

Schedule of non-cash items

		Three months ended November 30,
		2023			2022
Depreciation	$	497		$	233
Change in fair value of derivative financial instruments (Note 9)		(199	)		(3,365	)
Share-based compensation expense (Note 12)		875			809
Accretion of provision for reclamation		27			35
Deferred income tax expense (Note 10)		899			1,129
Accretion of lease liabilities		1			5
Deferred revenue (Note 8)		578			—
Accretion of deferred revenue (Note 8)		112			127
Foreign exchange losses (gains)		165			(4	)
Other expenses		—			15
Total non-cash items	$	2,955		$	(1,016	)

XML

Amounts receivable (Details) - USD ($) $ in Thousands		Nov. 30, 2023	Aug. 31, 2023
Amounts Receivable
Receivable from precious metal sales			$ 488
Sales tax receivable	[1]	5,221	5,554
Other		75	46
Other receivable		5,296	6,088
Less: Long-term portion		(3,234)	(2,948)
Total amounts receivable		$ 2,062	$ 3,140

[1] Sales tax receivables consist of harmonized services tax and value added tax ("VAT") due from Canadian and Tanzanian tax authorities, respectively. Tanzanian tax regulations allow for VAT receivable to be refunded or set-off against other taxes due to the Tanzania Revenue Authority ("TRA"). The Company has historically experienced delays in receiving payment or confirmation of offset against other taxes. The Company is in communication with the TRA and there is an expectation for either cash payments or offsetting of VAT receivable against other taxes in the future. VAT which the Company does not expect to recover within the next 12 months has been classified as long-term assets.

XML

Amounts receivable (Details Narrative) $ in Millions	Nov. 30, 2023 USD ($)
TRA [member]
IfrsStatementLineItems [Line Items]
VAT refunds	$ 1.3

XML

Prepayments and other assets (Details) - USD ($) $ in Thousands		Nov. 30, 2023	Aug. 31, 2023
Notes and other explanatory information [abstract]
Prepaid expenses		$ 717	$ 796
Deferred financing costs	[1]	667	667
Total prepayments and other assets		$ 1,384	$ 1,463

[1] Consists of $0.5 million in commitment fees paid with respect to a share purchase agreement whereby the Company, at its sole discretion, has the right to sell up to $10 million of its common shares over a 36-month period and $0.2 million in deferred financing costs related to an At-the-Market Offering Agreement entered on May 12, 2023.

XML

Inventories (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Notes and other explanatory information [abstract]
Ore stockpile	$ 3,772	$ 3,361
Gold in circuit	614	689
Gold doré	25	52
Total precious metals inventories	4,411	4,102
Supplies	997	859
Total inventories	$ 5,408	$ 4,961

XML

Mineral property, plant and equipment (Details) - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2023	Aug. 31, 2023
IfrsStatementLineItems [Line Items]
Net book value		$ 66,648	$ 64,059
Exploration and evaluation expenditures [member]
IfrsStatementLineItems [Line Items]
Net book value	[1]	1,955	1,864
Mining property [member]
IfrsStatementLineItems [Line Items]
Net book value		40,640	40,303
Processing plant and related infrastructure [member]
IfrsStatementLineItems [Line Items]
Net book value		23,155	20,925
Machinery [member]
IfrsStatementLineItems [Line Items]
Net book value	[2]	741	796
Other [member]
IfrsStatementLineItems [Line Items]
Net book value	[3]	157	171
Total [member]
IfrsStatementLineItems [Line Items]
Net book value		66,648	$ 64,059
Gross carrying amount [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance		68,104
Additions		3,188
Cost ending balance		71,292
Gross carrying amount [member] | Exploration and evaluation expenditures [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance	[1]	1,864
Additions	[1]	91
Cost ending balance	[1]	1,955
Gross carrying amount [member] | Mining property [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance		41,202
Additions		813
Cost ending balance		42,015
Gross carrying amount [member] | Processing plant and related infrastructure [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance		23,063
Additions		2,282
Cost ending balance		25,345
Gross carrying amount [member] | Machinery [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance	[2]	1,624
Additions	[2]	2
Cost ending balance	[2]	1,626
Gross carrying amount [member] | Other [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance	[3]	351
Additions	[3]
Cost ending balance	[3]	351
Accumulated depreciation and amortisation [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance		4,045
Additions		599
Cost ending balance		4,644
Accumulated depreciation and amortisation [member] | Exploration and evaluation expenditures [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance	[1]
Additions	[1]
Cost ending balance	[1]
Accumulated depreciation and amortisation [member] | Mining property [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance		899
Additions		476
Cost ending balance		1,375
Accumulated depreciation and amortisation [member] | Processing plant and related infrastructure [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance		2,138
Additions		52
Cost ending balance		2,190
Accumulated depreciation and amortisation [member] | Machinery [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance	[2]	828
Additions	[2]	57
Cost ending balance	[2]	885
Accumulated depreciation and amortisation [member] | Other [member]
IfrsStatementLineItems [Line Items]
Cost beginning balance	[3]	180
Additions	[3]	14
Cost ending balance	[3]	$ 194

[1] Represents exploration and evaluation expenditures related to the Eastern Porphyry and Anfield deposits on the Buckreef property.

[2] Includes automotive and computer equipment and software.

[3] Includes leasehold improvements and right-of-use assets.

XML

Deferred revenue (Details) $ in Thousands	3 Months Ended
	Nov. 30, 2023 USD ($)
Deferred Revenue
Deferred revenue, beginning	$ 1,727
Drawdown	1,500
Accretion of deferred revenue	112
Revenue recognized	(922)
Deferred revenue, ending	$ 2,417

XML

Deferred revenue (Details 1) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Deferred Revenue
Current portion of deferred revenue	$ 2,108	$ 1,549
Deferred revenue	309	178
Balance at end of period	$ 2,417	$ 1,727

XML

Deferred revenue (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 29, 2023	Sep. 26, 2023	Jul. 11, 2023	Aug. 11, 2022
IfrsStatementLineItems [Line Items]
Deferred revenue description	the Company fully settled $2.5 million drawn on the first tranche of the Agreement.
Deferred revenue undrawn		$ 1.0	$ 0.5	$ 1.0
Purchase agreement [member]
IfrsStatementLineItems [Line Items]
Prepaid gold dore					$ 5.0

XML

Derivative financial instrument liabilities (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Derivative Financial Instrument Liabilities
Derivative warrant liabilities	$ 3,345	$ 3,544
Total derivative financial instrument liabilities	$ 3,345	$ 3,544

XML

Derivative financial instrument liabilities (Details 1) - Derivative Warrant Liabilities [Member] $ in Thousands	3 Months Ended
	Nov. 30, 2023 USD ($)
IfrsStatementLineItems [Line Items]
Beginning balance at derivative warrant liabilities	$ 3,544
Change in fair value	(199)
Ending balance at derivative warrant liabilities	$ 3,345

XML

Derivative financial instrument liabilities (Details 2) - Derivative Warrant Liabilities [Member] - $ / shares	3 Months Ended	12 Months Ended
	Nov. 30, 2023	Aug. 31, 2023
IfrsStatementLineItems [Line Items]
Share price	$ 0.40	$ 0.39
Dividend yield	0.00%	0.00%
Expected volatility	51.00%	52.00%
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Risk-free interest rate	4.42%	4.43%
Remaining term (in years)	2 years 2 months 12 days	2 years 6 months
Top of range [member]
IfrsStatementLineItems [Line Items]
Risk-free interest rate	4.63%	4.66%
Remaining term (in years)	3 years 2 months 12 days	3 years 4 months 24 days

XML

Derivative financial instrument liabilities (Details 3) $ in Thousands	3 Months Ended
	Nov. 30, 2023 USD ($)
Derivative Financial Instrument Liabilities
Increase loss income	$ (814)
Decrease loss income	$ 786

XML

Derivative financial instrument liabilities (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Derivative Financial Instrument Liabilities
Derivative warrant liabilities	$ 3.3
Gain on fair value	$ 0.2	$ 3.4

XML

Income tax (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Income Tax
Income tax expenses	$ 1.2	$ 1.5
Current income tax expense	0.3	0.4
Deferred income tax expense	$ 0.9	$ 1.1

XML

(Loss) earnings per share (Details) - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2023	Nov. 30, 2022
Notes and other explanatory information [abstract]
Net (loss) income attributable to shareholders		$ (966)	$ 3,512
Weighted average number of common shares for basic EPS	[1]	285,283,429	276,477,860
Effect of dilutive stock options, warrants, RSUs and share awards			1,221,178
Weighted average number of common shares for diluted EPS	[1]	285,283,429	277,699,038

[1] The weighted average number of common shares for basic and diluted EPS include 6.3 million gross number of vested, but unissued, common shares relating to common share awards.

XML

(Loss) earnings per share (Details Narrative) - shares shares in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Stock options [member]
IfrsStatementLineItems [Line Items]
Weighted average number of common shares	15.4	7.4
RSUs [member]
IfrsStatementLineItems [Line Items]
Weighted average number of common shares	2.8
Common share awards [member]
IfrsStatementLineItems [Line Items]
Weighted average number of common shares	4.6
Warrants [member]
IfrsStatementLineItems [Line Items]
Weighted average number of common shares	39.0	42.0

XML

Share-based payments reserve (Details) - Canadian dollars denominated stock options [member]	Nov. 30, 2023 shares $ / shares	Aug. 31, 2023 shares $ / shares
IfrsStatementLineItems [Line Items]
Number of shares outstanding | shares	4,986,000	4,986,000
Weighted average exercise price | $ / shares	$ 0.41	$ 0.41

XML

Share-based payments reserve (Details 1) - Stock options [member]	3 Months Ended
	Nov. 30, 2023 shares $ / shares
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.41	[1]
Number of options outstanding	4,986,000
Number of options exercisable	4,986,000
Remaining contractual life	2 years 7 months 6 days	[1]
Range 1 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.40
Number of options outstanding	2,259,000
Number of options exercisable	2,259,000
Expiry date	Oct. 11, 2026
Remaining contractual life	2 years 10 months 24 days
Range 2 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.40
Number of options outstanding	95,000
Number of options exercisable	95,000
Expiry date	Oct. 06, 2024
Remaining contractual life	10 months 24 days
Range 3 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.43
Number of options outstanding	2,065,000
Number of options exercisable	2,065,000
Expiry date	Sep. 29, 2026
Remaining contractual life	2 years 9 months 18 days
Range 4 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.43
Number of options outstanding	467,000
Number of options exercisable	467,000
Expiry date	Oct. 06, 2024
Remaining contractual life	10 months 24 days
Range 5 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.35
Number of options outstanding	100,000
Number of options exercisable	100,000
Expiry date	Jan. 02, 2027
Remaining contractual life	3 years 1 month 6 days

[1] Total represents weighted average.

XML

Share-based payments reserve (Details 2) - US Dollars denominated stock options [member]	Nov. 30, 2023 USD ($) $ / shares	Aug. 31, 2023 USD ($) $ / shares
IfrsStatementLineItems [Line Items]
Number of stock options | $	10,450,000	10,450,000
Weighted average exercise price per share | $ / shares	$ 0.49	$ 0.49

XML

Share-based payments reserve (Details 3) - US Dollars denominated stock options [member]	3 Months Ended
	Nov. 30, 2023 shares $ / shares
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.49	[1]
Number of options outstanding	10,450,000
Number of options exercisable	3,565,000
Remaining contractual life	4 years	[1]
Range 1 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.50
Number of options outstanding	7,375,000
Number of options exercisable	2,950,000
Expiry date	Aug. 17, 2027
Remaining contractual life	3 years 8 months 12 days
Range 2 [member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.45
Number of options outstanding	3,075,000
Number of options exercisable	615,000
Expiry date	Aug. 28, 2028
Remaining contractual life	4 years 9 months 18 days

[1] Total represents weighted average.

XML

Share-based payments reserve (Details 4)	3 Months Ended
	Nov. 30, 2023 shares
Notes and other explanatory information [abstract]
Number of Rsu shares, beginning balance	3,473,077
Restricted share units, vested	(700,000)
Number of Rsu shares, ending balance	2,773,077

XML

Share-based payments reserve (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Aug. 31, 2023
IfrsStatementLineItems [Line Items]
Share based compensation expense	$ 0.9	$ 0.8
Stock options [member]
IfrsStatementLineItems [Line Items]
Share based compensation expense	0.2	0.1
RSUs [member]
IfrsStatementLineItems [Line Items]
Share based compensation expense	$ 0.5	$ 0.2
Omnibus equity incentive plan [member]
IfrsStatementLineItems [Line Items]
Number of shares issued for options	5,225,271		3,617,450

XML

Warrants reserve (Details) - $ / shares	3 Months Ended	12 Months Ended
	Nov. 30, 2023	Aug. 31, 2023
Warrants Reserve
Number of share warrants	38,968,037	38,968,037
Weighted average exercise price per share	$ 0.68	$ 0.68
Weighted average remaining contractual life	2 years 6 months	2 years 9 months 18 days

XML

Warrants reserve (Details 1)	3 Months Ended
	Nov. 30, 2023 $ / shares shares
IfrsStatementLineItems [Line Items]
Number of warrants | shares	38,968,037
Exercise price | $ / shares	$ 0.68	[1]
Private placement financing warrants december 23, 2020 [member]
IfrsStatementLineItems [Line Items]
Number of warrants | shares	2,777,268
Exercise price | $ / shares	$ 1.50
Warrants outstanding expiry date	Dec. 23, 2023
Private placement financing warrants february 11, 2021 [member]
IfrsStatementLineItems [Line Items]
Number of warrants | shares	16,461,539
Exercise price | $ / shares	$ 0.80
Warrants outstanding expiry date	Feb. 11, 2026
Private placement financing broker warrants february 11, 2021 [member]
IfrsStatementLineItems [Line Items]
Number of warrants | shares	1,152,307
Exercise price | $ / shares	$ 0.80
Warrants outstanding expiry date	Feb. 11, 2026
Private placement financing warrants january 26, 2022 [member]
IfrsStatementLineItems [Line Items]
Number of warrants | shares	17,948,718
Exercise price | $ / shares	$ 0.44
Warrants outstanding expiry date	Jan. 26, 2027
Private placement financing placement agent warrants january 26, 2022 [member]
IfrsStatementLineItems [Line Items]
Number of warrants | shares	628,205
Exercise price | $ / shares	$ 0.44
Warrants outstanding expiry date	Jan. 26, 2027

[1] Total represents weighted average.

XML

Non-controlling interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Aug. 31, 2023
IfrsStatementLineItems [Line Items]
Revenue	$ 9,404	$ 9,718
Income tax expense	1,191	1,486
Comprehensive income for the period	(39)	5,160
Current assets	17,181		$ 17,193
Current liabilities	19,146		17,810
Cash provided by operating activities	5,139	6,648
Cash used in investing activities	(4,060)	(6,036)
Cash used in financing activities	(381)	(158)
Non-controlling interests [member] | Buckreef [member]
IfrsStatementLineItems [Line Items]
Revenue	9,404	9,718
Depreciation	484	193
Accretion expense	140	163
Income tax expense	1,191	1,486
Comprehensive income for the period	2,061	3,662
Current assets	11,542		11,238
Non-current assets	67,696		64,762
Current liabilities	(13,248)		(12,113)
Non-current liabilities	(6,354)		(5,301)
Advances from parent, net	(34,971)		$ (36,049)
Cash provided by operating activities	6,110	8,005
Cash used in investing activities	(4,057)	(6,209)
Cash used in financing activities	$ (1,089)	$ (48)

XML

Related party transactions (Details) - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2023	Nov. 30, 2022
Related party transactions [abstract]
Remuneration	[1]	$ 436	$ 459
Share-based compensation expense		693	714
Total directors and key management personnel		$ 1,129	$ 1,173

[1] Remuneration includes salaries and benefits for certain key management personnel and director fees. Certain members of the board of directors have employment or service contracts with the Company. Directors are entitled to director fees and share-based compensation for their services and officers are entitled to cash remuneration and share-based compensation for their employment services.

XML

Related party transactions (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Aug. 31, 2023
IfrsStatementLineItems [Line Items]
Payables to related parties	$ 0.1		$ 0.4
Shares granted	0.2	$ 0.8
Stock options [member]
IfrsStatementLineItems [Line Items]
Compensation expense	0.2	0.1
RSUs [member]
IfrsStatementLineItems [Line Items]
Compensation expense	$ 0.3	$ 0.2

XML

General and administrative expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Notes and other explanatory information [abstract]
Directors’ fees (Note 15)	$ 60	$ 107
Insurance	85	99
Office and general	67	19
Shareholder information	158	128
Professional fees	189	101
Salaries and benefits (Note 15)	558	484
Consulting	177	51
Share-based compensation expense (Notes 12 and 15)	810	753
Travel and accommodation	78	47
Depreciation	13	40
Other	16	8
Total general and administrative expenses	$ 2,211	$ 1,837

XML

Financial instruments (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Measured at amortized cost
Amounts receivable	$ 2,062	$ 3,140
Measured at fair value through profit or loss
Cash	8,327	7,629
Measured at amortized cost
Amounts payables and accrued liabilities	12,972	11,571
Measured at fair value through profit or loss
Derivative financial instrument liabilities	$ 3,345	$ 3,544

XML

Segmented information (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
IfrsStatementLineItems [Line Items]
Total revenue	$ 9,404	$ 9,718
Tanzania [member]
IfrsStatementLineItems [Line Items]
Total revenue	$ 9,404	$ 9,718

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Segmented information (Details 1) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
IfrsStatementLineItems [Line Items]
Total non-current assets	$ 69,882	$ 67,007
Canada [member]
IfrsStatementLineItems [Line Items]
Total non-current assets	52	55
Tanzania [member]
IfrsStatementLineItems [Line Items]
Total non-current assets	$ 69,830	$ 66,952

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Segmented information (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Notes and other explanatory information [abstract]
Revenue percentage	90.00%	100.00%
Revenue from customers	$ 8.5	$ 9.7

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Non-cash items (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Non-cash Items
Depreciation	$ 497	$ 233
Change in fair value of derivative financial instruments (Note 9)	(199)	(3,365)
Share-based compensation expense (Note 12)	875	809
Accretion of provision for reclamation	27	35
Deferred income tax expense (Note 10)	899	1,129
Accretion of lease liabilities	1	5
Deferred revenue (Note 8)	578
Accretion of deferred revenue (Note 8)	112	127
Foreign exchange losses (gains)	165	(4)
Other expenses		15
Total non-cash items	$ 2,955	$ (1,016)

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Subsequent event (Details Narrative)	3 Months Ended
	Nov. 30, 2023
Notes and other explanatory information [abstract]
Subsequent event, description	the Company entered into a series of gold zero-cost collar contracts for 600 gold ounces per month for a total of 3,000 gold ounces to be settled from January 2024 to May 2024, at a maximum and minimum gold price of $2,150 and $1,850 per gold ounce, respectively.