EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

TRX GOLD CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three and six month periods ended February 29, 2024

Management’s Discussion

and Analysis

February 29, 2024

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 and six months ended February 29, 2024, 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 April 12, 2024, unless otherwise indicated. References to the 2^nd quarter of 2024 or Q2 2024, and references to the 2^nd quarter of 2023 or Q2 2023 mean the three months ended February 29, 2024, and February 28, 2023, 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 41.

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).

Management’s Discussion

and Analysis

February 29, 2024

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 period ended February 29, 2024. The MRE and economic analysis was previously conducted under the 2003 CIM Code for the Valuation of Mineral Properties which may be different than the November 2019 guidelines.

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.

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¹ See Cautionary Statement

Management’s Discussion

and Analysis

February 29, 2024

Highlights – Second Quarter and Year to Date 2024

During Q2 2024 the Company continued to use cash flow generated from mining operations to fund additional growth at Buckreef Gold. During Q2 2024, the Company recorded: (i) production of 4,067 ounces of gold, (ii) revenue of $8.0 million, (iii) gross profit of $3.3 million, (iv) net income of $1.9 million, and (v) Adjusted EBITDA¹ of $2.5 million. The Company reinvested $1.4 million during the quarter to continue to advance construction on the project aimed at expanding annual processing plant throughput by 75-100%. During Q2 2024, the Company substantially completed construction of the new crushing circuit as an initial phase of the plant expansion project to 2,000 tonnes per day (“tpd”). The expanded crushing system is now operational and is currently undergoing wet commissioning. Subsequent to Q2 2024, the Company began to realize the benefits of the expanded crushing system, with March 2024 monthly production increasing to 1,837 ounces and plant mill throughput increasing to 846 tpd, a 20% increase relative to Q2 2024. Once fully commissioned, the new crushing circuit is expected to improve grind size for a more efficient, cost-effective processing of sulphide ore, further improving plant throughput and recovery. These positive results continue to demonstrate the growth potential 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 Q2 2024 and Year to Date 2024 include:

The Company achieved zero lost time injuries (“LTI”) and achieved, for a second time, 1 million hours LTI free work.

During Q2 2024, the Company poured 4,067 ounces of gold and sold 3,951 ounces of gold, resulting in revenue of $8.0 million, cost of sales of $4.7 million, gross profit of $3.3 million (41%), net income of $1.9 million and Adjusted EBITDA¹ of $2.5 million.

Year to date, the Company poured and sold 8,994 and 8,846 ounces of gold respectively, resulting in positive operating cash flow of $6.2 million. Recognized revenue of $17.4 million, cost of sales of $10.4 million, gross profit of $7.0 million (40%), and Adjusted EBITDA¹ of $5.2 million.

During Q2 2024, the Company substantially completed construction of the new crushing circuit as an initial phase of the plant expansion project to 2,000 tpd. The expanded crushing system is now operational and is currently undergoing wet commissioning. Upon final commissioning, the new crushing circuit is expected 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. The new 1,000 tpd ball mill arrived on site in early October 2023 and earthworks have progressed for the ball mill plinth, tank line foundation and bund wall which will support the additional leach tanks for the expanded process plant. Concrete construction, steel design, fabrication and construction for the expanded process plant continues at a rapid pace, with a targeted completion date in early Q4 2024.

The Company continues to expect gold production for fiscal 2024 (“F2024”) to be between 25,000 – 30,000 ounces at total average cash cost¹ of $800 – 900 per ounce.

The open pit geotechnical work being undertaken by Terrane Geoscience / SGS of Canada was completed during Q2 2024. Results are being analyzed by the Company for incorporation into the larger project open pit design.

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.

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Numerical annotations throughout the text of the remainder of this document refer to the endnotes found on page 41.

Management’s Discussion

and Analysis

February 29, 2024

Fiscal 2024 Outlook

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.

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 now expected to commence during the dry season, beginning in Q4 2024.

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.

Operational and Financial Details – Second Quarter and Year to Date 2024

Mining and Processing

During the three and six months ended February 29, 2024, Buckreef Gold reported zero LTI and recorded a safety incident frequency rate of 0 (per million hours). For the three and six months ended February 29, 2024, 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 Q2 2024, Buckreef Gold achieved, for a second time, 1 million hours lost time injury free work.

During Q2 2024, Buckreef Gold poured 4,067 ounces of gold (Q2 2023: 5,636 ounces) and sold 3,951 ounces of gold (Q2 2023: 5,504 ounces). The 28% decrease in gold production in Q2 2024 compared to the prior year period is mainly attributable to lower mill throughput of 709 tpd (Q2 2023: 1,025 tpd) and a lower average recovery of 80% (Q2 2023: 90%). The lower throughput and recovery in Q2 2024 were mainly due to a higher proportion of blended material processed in Q2 2024 (34% oxide / 66% sulphide) compared to the prior year period where the mill processed 100% oxide material at higher throughput levels and higher recovery. For the six months ended February 29, 2024, the Company produced 8,994 ounces of gold and sold 8,846 ounces of gold, an 18% decrease in gold production compared to the prior year period due to lower throughput and a lower average recovery. Upon final commissioning, it is expected that the new crushing circuit will produce a finely crushed ore ‘product’ that will help drive increased throughput and recovery percentages and will provide capacity for increased production. Subsequent to Q2 2024, the Company began to realize the benefits of the expanded crushing system, with March 2024 monthly production increasing to 1,837 ounces and plant mill throughput increasing to 846 tpd, a 20% increase relative to Q2 2024.

Management’s Discussion

and Analysis

February 29, 2024

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. This work has progressed well and is approximately 90% complete with additional work focusing on grind size characteristics of the ore. Following initial metallurgical test work findings (2021) and results from a recent bulk sample (2023) from sulphide ore, the first half of 2024 (“H1 2024”) recovery of 80% 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 first half of F2024. Recoveries are expected to stay within the 80% – 82% range for the sulphide ore with the grind size being maintained at 80% passing 75 microns (p80 of 75µ). This grind size was realized in Q1 & Q2 2024. Although increasing retention times to those similar to the recent ‘bulk sample’ test (refer to press release dated 6/15/2023) would be expected to increase gold recovery, the Company will, for the second half of 2024 (“H2 2024”), focus on mill throughput to maximise gold production. 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 and increasing consistent throughput to the mill. Additional anticipated benefits of the new crusher include providing a consistent mill feed with less wear and tear on the ball mills, and therefore reducing maintenance intervals. Later in the year, the commissioning of the new 1,000 tpd ball mill is also expected to improve grindability and gold recovery.

Total tonnes mined in Q2 2024 decreased to 539 kt from 845 kt in the prior year period as mining activities were impacted by an unusually heavy rainy season in Tanzania associated with the El Niño climatic conditions. Precipitation during Q2 2024 averaged 163 millimeters of rainfall (Q2 2023: 143 millimeters). Prior planning ensured that the main pit was not flooded, however load and haul operations from the pit were slowed by the weather conditions. Ore tonnes mined also decreased to 85 kt (from 139 kt in the prior year period) as drilling and blasting activities were negatively impacted by contractor blast hole drill rig availability. This coincided with mining operations accessing a higher proportion of the harder transitional and sulphide material (compared to the prior year period, which was mainly softer oxide material). Waste mining was similarly negatively impacted by blast hole drill rig availability during Q2, 2024, however waste to ore tonnes, contributed to a strip ratio in Q2 2024 of 5.4 (waste:ore tonnes) compared to the prior year period (5.1 waste:ore tonnes). In early Q3 2024, blast hole drill rig availability returned to planned levels and mining activity is planned to ramp up over H2 2024 as the Company constructively works with its contractor to address fleet availabilities. During H1 2024 the Company continued waste stripping to access a greater extent of ore, including higher grade blocks, which is expected to benefit future production. Mining activity in H1 2024 provided access to a higher proportion of ore tonnes to waste tonnes compared to the prior year period, contributing to an improved strip ratio of 4.9 (waste:ore tonnes) (2023: 5.5 waste:ore tonnes).

As at February 29, 2024, the ROM pad stockpile contained 307,976 tonnes at an average grade of 1.12 g/t with an estimated 11,066 ounces of contained gold. A further stockpile of crushed mill feed of 4,740 tonnes at 2.43 g/t containing an estimated 371 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 $23.4 million using the London PM Fix gold price of $2,048 per ounce as at February 29, 2024. Since year-end August 31, 2023, the Company added to the ROM pad stockpile (2,324 ounces) but drew down 49 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 H1 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 980 ounces of gold in circuit at February 29, 2024, which reflected an increase of 127 ounces from August 31, 2023 following gold elution and smelting activity during Q1 and Q2 2024. The stockpile and gold in circuit balance provides support for the Company to meet its production guidance in F2024.

Management’s Discussion

and Analysis

February 29, 2024

During Q2 2024 the initial phase of TSF 2.2 construction was completed. Beginning in Q3 2024, the second lift will commence to bring TSF 2.2 to its final approved elevation. This work will consist of minor clearing, box cutting, bulk excavation, compaction of the berm, slope finishing and installation of erosion control measures. This final phase of TSF 2.2 construction is planned for Q1 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.

2,000 TPD Plant Expansion

The Company continues 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 mill. During Q2 2024, the Company substantially completed construction of the new crushing circuit as an initial phase of the plant expansion and is currently undergoing wet commissioning. Additionally, 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. During Q2 2024, the excavation, compaction and installation of aggregate base material was completed. Concrete blinding was installed on the plinth, and rebar, form work and the early stages of concrete construction was also initiated. Detailed rebar and blinding work on the CIL tank foundation is also in progress and advancing rapidly. Fabrication (rolling) of steel plates for the tanks has been completed and delivered to site, and the tanks have been prepared for welding and stacking. All long lead items have been secured, including intertank pumping screens and agitators, which have safely arrived at site. Construction continues at a rapid pace, and completion and commissioning of the expanded plant is expected in Q4 2024. The total capital cost of the mill expansion is expected to be approximately $6.0 million, of which approximately $4 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.

During Q2 2024, the Company substantially completed construction of the new crushing circuit as an initial phase of the plant expansion project to 2,000 tpd. The expanded crushing system is now operational and is currently undergoing wet commissioning. During this commissioning phase, the crushing circuit achieved 1,800 tpd and is ramping up towards final commissioning. The Company is finalizing some minor work on the tertiary cone crusher portion of the circuit which will improve fineness of the ore product size. Final commissioning is expected to be completed early in Q3 2024. Once fully commissioned, 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 (Figures 4a, b and c).

Exploration

During the three and six months ended February 29, 2024, the Company primarily focused on grade control drilling to support mining activity. Exploration drilling for F2024 is now expected to commence during the dry season, beginning in Q4 2024, 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.

Management’s Discussion

and Analysis

February 29, 2024

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. The metallurgical work is near completion.

The open pit geotechnical work being undertaken by Terrane Geoscience Inc. / SGS of Canada was completed during Q2, 2024. Results are currently being analyzed by the Company for incorporation into the larger project open pit design.

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 and six months ended February 29, 2024. 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.

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.

An updated Memorandum of Understanding was signed in March 2024 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. Procurement activities have commenced, and the Company expects construction activities to begin in April 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 (123 full-time employees, 484 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.

Management’s Discussion

and Analysis

February 29, 2024

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 Q2 2024, Buckreef Gold poured 4,067 ounces of gold and sold 3,951 ounces of gold at an average realized price¹ of $2,026 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”). For the six months ended February 29, 2024, gold ounces poured and sold were 8,994 and 8,846 respectively, at an average realized price (net)¹ of $1,980 per ounce.

·		During Q2 2024, the Company recognized revenue of $8.0 million, cost of sales of $4.7 million, and cash cost¹of $1,084 per ounce. The Company generated gross profit of $3.3 million (41% gross profit margin), quarterly net income of $1.9 million, and Adjusted EBITDA¹ of $2.5 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 produced and sold during Q2 2024. The 28% decrease in gold production in Q2 2024 compared to the prior year period is mainly attributable to lower mill throughput of 709 tpd (Q2 2023: 1,025 tpd) and a lower average recovery of 80% (Q2 2023: 90%). The lower throughput and recovery in Q2 2024 were mainly due to a higher proportion of blended material processed in Q2 2024 (34% oxide / 66% sulphide) compared to the prior year period where the mill processed 100% oxide material at higher throughput levels and higher recovery.

·		For the six months ended February 29, 2024, the Company recognized revenue of $17.4 million, cost of sales of $10.4 million, and cash cost¹of $1,072 per ounce. The Company continues to expect total average full year cash cost¹ to be within the original guidance range of $800 - $900 per ounce, as it is expected that the higher processing plant throughput will provide greater economies of scale following commissioning of the expanded 2,000 tpd processing facility, through higher overhead cost absorption, and therefore benefit cash cost per ounce in H2 2024. On a year-to-date basis, the Company generated gross profit of $7.0 million (40% gross profit margin), net income of $1.9 million, operating cash flow of $6.2 million and Adjusted EBITDA¹ of $5.2 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 the six months ended February 29, 2024 (2023: 11,258 ounces). The 18% decrease in gold production compared to the prior year period was mainly due to lower throughput and a lower average recovery. Upon final commissioning, it is expected that the new crushing circuit will 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.

·		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 has provided more stable, consistent power availability for the 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.

Management’s Discussion

and Analysis

February 29, 2024

·		As at February 29, 2024, the Company had cash of $8.0 million and working capital of $2.6 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.

·		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. During the three and six months ended February 29, 2024, gold zero-cost collar contracts for a total of 1,200 gold ounces expired unexercised.

·		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 February 29, 2024, the Company recognized $4.5 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 and six months ended February 29, 2024, the Company recovered VAT refunds from the TRA of $1.3 million and $2.6 million, respectively (February 28, 2023: $nil and $nil, respectively).

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 are 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.

Other

On January 25, 2024, the Company’s common shares listed on the Toronto Stock Exchange began trading under the symbol “TRX”. The new Canadian ticker symbol now matches the Company’s US ticker symbol, currently trading as “TRX” on the NYSE American exchange. This change is meant to provide better alignment of the Company’s brand within Canadian and United States capital markets.

Management’s Discussion

and Analysis

February 29, 2024

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 Mineral Resource (“MRE”) and Mineral Reserve statements during the period ended February 29, 2024. The MRE and economic analysis was previously conducted under the 2003 CIM Code for the Valuation of Mineral Properties which may be different than the November 2019 guidelines. (refer to cautionary statement on page 2).

Management’s Discussion

and Analysis

February 29, 2024

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

Management’s Discussion

and Analysis

February 29, 2024

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 operation for the three and six months ended February 29, 2024, follows below:

Select Operating and Financial Data

	Unit		Three months ended February 29, 2024		Three months ended February 28, 2023			Six months ended February 29, 2024		Six months ended February 28, 2023
Operating Data
Ore Mined	k tonnes		85		139			187		207
Waste Mined	k tonnes		454		705			908		1,143
Total Mined	k tonnes		539		845			1,095		1,351
Strip Ratio	w:o		5.4		5.1			4.9		5.5
Mining Rate	tpd		5,922		9,388			6,017		7,462
Mining Cost	US$/t	$	4.10	$	3.06		$	4.18	$	3.10
Plant Ore Milled	k tonnes		65		92			139		169
Head Grade	g/t		2.69		2.07			2.63		2.52
Plant Utilization	%		81		95			87		95
Plant Recovery Rate	%		80		90			80		91
Processing Cost	US$/t	$	24.97	$	18.28		$	25.82	$	19.49
Plant Mill Throughput	tpd		709		1,025			763		936
Gold Ounces Poured	oz		4,067		5,636			8,994		11,030
Gold Ounces Sold	oz		3,951		5,504			8,846		11,258
Financial Data
Revenue¹	$('000s)		7,984		10,098			17,388		19,816
Gross Profit	$('000s)		3,272		4,919			6,989		10,229
Net income (loss)	$('000s)		1,921		(50	)		1,882		5,110
Adjusted EBITDA²	$('000s)		2,478		3,888			5,198		8,300
Operating Cash Flow	$('000s)		1,028		4,778			6,167		11,426
Average Realized Price (gross)²	$/oz		2,021		1,835			1,966		1,760
Average Realized Price (net)^2,3	$/oz		2,026		1,845			1,980		1,762
Cash Cost²	$/oz		1,084		888			1,072		808

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.

Management’s Discussion

and Analysis

February 29, 2024

Operations Discussion

Gold Production and Sales

During Q2 2024, Buckreef Gold poured 4,067 ounces of gold and sold 3,951 ounces of gold at an average realized price (net)¹ of $2,026 per ounce. Gold ounces produced and sold reflected a decrease relative to the prior year comparative period mainly due to lower mill throughput of 709 tpd (Q2 2023: 1,025 tpd) and a lower average recovery of 80% (Q2 2023: 90%). The lower throughput and recovery in Q2 2024 were mainly due to a higher proportion of blended material processed in Q2 2024 (34% oxide / 66% sulphide) compared to the prior year period where the mill processed 100% oxide material at higher throughput levels and higher recovery. For the six months ended February 29, 2024, the Company produced 8,994 ounces of gold and sold 8,846 ounces of gold, an 18% decrease in gold production compared to the prior year period due to lower throughput and a lower average recovery. 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. This work has progressed well and is approximately 90% complete with additional work focusing on grind size characteristics of the ore. Following initial metallurgical test work findings (2021) and results from a recent bulk sample (2023) from sulphide ore, the H1 2024 recovery of 80% 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 first half of F2024. Recoveries are expected to stay within the 80% – 82% range for the sulphide ore with the grind size being maintained at 80% passing 75 microns (p80 of 75µ). This grind size was realized in Q1 & Q2 2024. Although increasing retention times to those similar to the recent ‘bulk sample’ test (refer to press release dated 6/15/2023) would be expected to increase gold recovery, the Company will, for H2 2024, focus on mill throughput to maximise gold production. 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 and increasing consistent throughput to the mill. Additional anticipated benefits of the new crusher include providing a consistent mill feed with less wear and tear on the ball mills, and therefore reducing maintenance intervals. Later in the year, the commissioning of the new 1,000 tpd ball mill is also expected to improve grindability and gold recovery.

Mining

In early Q3 2024, blast hole drill rig availability returned to planned levels and mining activity is planned to ramp up over H2 2024 as the Company constructively works with its contractor to address fleet availabilities.

During H1 2024 the Company continued waste stripping to access a greater extent of ore, including higher grade blocks, which is expected to benefit future production. Mining activity in H1 2024 provided access to a higher proportion of ore tonnes to waste tonnes compared to the prior year period, contributing to an improved strip ratio of 4.9 (waste:ore tonnes) (2023: 5.5 waste:ore tonnes).

Management’s Discussion

and Analysis

February 29, 2024

Mining costs per tonne (variable) primarily reflect contractor mining costs following the re-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 $4.10 in Q2 2024 was higher than the prior year comparative period ($3.06) primarily due to an increase in drilling and blasting cost (per tonne). The increase in mining cost in Q2 2024 is directly related to a higher proportion of transitional and sulphide material compared to the prior year period (which was mainly oxide material). On a year-to-date basis, mining costs per tonne of $4.18 were higher than the prior year period ($3.10) primarily due to an increase in drilling and blasting cost as the Company accessed harder sulphide ore during H1 2024. The Company is currently evaluating longer term solutions to reduce mining costs, including purchase of loaders, excavators, dozers, and blades, which would replace rental equipment at a lower cost.

Processing

During Q2 2024 the processing plant achieved the following statistics: (i) average throughput of 709 tpd (Q2 2023: 1,025 tpd); (ii) plant availability of 81% (Q2 2023: 95%); and (iii) an average recovery rate of 80% (Q2 2023: 90%). In Q2 2024 the mill processed a higher proportion of blended material (34% oxide / 66% sulphide), compared to 100% oxide material processed in Q2 2023, which impacted throughput, availability, and average recoveries.

During Q2 2024, the Company substantially completed construction of the new crushing circuit as an initial phase of the plant expansion project to 2,000 tpd. The expanded crushing system is now operational and is currently undergoing wet commissioning. During this commissioning phase, the crushing circuit achieved 1,800 tpd and is ramping up towards final commissioning. The Company is finalizing some minor work on the tertiary cone crusher portion of the circuit which will improve fineness of the ore product size. Final commissioning is expected to be completed early in Q3 2024. Once fully commissioned, 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 and recovery percentages and it continues to demonstrate the Company’s overall design philosophy of simplicity, redundancy, and durability. Subsequent to Q2 2024, the Company began to realize the benefits of the expanded crushing system, with March 2024 monthly production increasing to 1,837 ounces and plant mill throughput increasing to 846 tpd, a 20% increase relative to Q2 2024.

For the three months ended February 29, 2024, processing costs per tonne of $24.97 were higher than the prior year comparative period (Q2 2023: $18.28 per tonne) predominantly due to higher reagent costs due to a higher proportion of sulphide ore processed during the quarter, unplanned maintenance on the vibrating feeder, motor, conveyor, gearbox, cyclone and pinion, higher fuel costs due to power grid availability and the impact of lower processing plant throughput due to mill downtime (709 tpd vs 1,000+ tpd plant capacity) on overhead plant cost absorption. 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.

For the six months ended February 29, 2024, processing costs per tonne of $25.82 were higher than the prior year comparative period (2023: $19.49 per tonne) predominantly due to higher power costs, higher reagent costs and unplanned maintenance. Higher power costs resulted 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 has provided more stable, consistent power availability and improved power and fuel costs over Q2 2024 and is expected to improve costs for the expanded plant 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, de-risk the longer-term production profile and improve processing cost per tonne.

Management’s Discussion

and Analysis

February 29, 2024

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

Table: RoM Stockpile Summary (as at 29 February 2024)
Summary RoM Stockpile	Volume (m³)	Tonnes	Grade (g/t Au)	Metal (oz)
High Grade	845	1,617	3.68	191
Blended grade	27,729	43,498	1.60	2,236
Medium Grade	59,491	107,564	1.37	4,723
Low Grade	89,348	155,298	0.78	3,915
Total (RoM)	177,413	307,976	1.12	11,066
Crushed Ore (COS)	2,928	4,740	2.43	371
Total	180,341	312,716	1.14	11,436

Management’s Discussion

and Analysis

February 29, 2024

Figure 2: Buckreef Gold Drill Rig in Open Pit (Q2 2024)

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

Management’s Discussion

and Analysis

February 29, 2024

Figure 4a: Buckeef Gold new and expanded crushing circuit (Q2 2024)

Figure 4b: Buckeef Gold crushed material from new crushing circuit (Q2 2024)

Management’s Discussion

and Analysis

February 29, 2024

Figure 4c: Buckeef Gold 2,000 tpd plant expansion construction (Q2 2024)

Figure 5: Buckreef Gold Tailings Storage Facility Expansion at TSF 2.2 (Q2 2024 – first lift completed and TSF is now fully operational)

Management’s Discussion

and Analysis

February 29, 2024

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.

Management’s Discussion

and Analysis

February 29, 2024

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 – Second Quarter and Year to Date 2024

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.

Management’s Discussion

and Analysis

February 29, 2024

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.

Management’s Discussion

and Analysis

February 29, 2024

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

Buckreef South Assay Results

Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
Hole ID	Hole Type	Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)	Width (m)	Assay Grade (gpt)	Lithology	Comment
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.

Management’s Discussion

and Analysis

February 29, 2024

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
Hole ID	Hole Type	Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)	Width (m)	Assay Grade (gpt)	Lithology	Comment

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	Slightly sheared felsic porphyry with Quartz, Carbonate pyrite alterations.
							70.00	73.82	3.82	3.10	FP
							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
Hole ID	Hole Type	Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)	Width (m)	Assay Grade (gpt)	Lithology	Comment
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.

Management’s Discussion

and Analysis

February 29, 2024

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

Management’s Discussion

and Analysis

February 29, 2024

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

Management’s Discussion

and Analysis

February 29, 2024

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

Management’s Discussion

and Analysis

February 29, 2024

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
Hole ID	Hole Type	Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)	Width (m)	Assay Grade (gpt)	Lithology	Comment
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.

Management’s Discussion

and Analysis

February 29, 2024

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 complete, and results are being incorporated into long term mine plans for optimal and safe open pit ore extraction.

Management’s Discussion

and Analysis

February 29, 2024

Financial Highlights – Second Quarter and Year to Date 2024

For the three months ended February 29, 2024, Buckreef Gold poured 4,067 ounces of gold and sold 3,951 ounces of gold at an average realized price (net)¹ of $2,026 per ounce. The Company recognized revenue of $8.0 million for the three months ended February 29, 2024.

Cost of sales, which includes production costs, royalties and depreciation, was $4.7 million generating a gross profit of $3.3 million or 41% during Q2 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 of $1.9 million for Q2 2024.

Q2 2024 ounces sold (3,951 ounces) generated positive operating cash flow of $1.0 million. Positive operating cash flow is being used to fund value creating activities, including plant expansions, exploration, and advancing the larger project.

As at February 29, 2024, the Company had a cash balance of $8.0 million and working capital of $2.6 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).

For the six months ended February 29, 2024, Buckreef Gold produced and sold 8,994 and 8,846 ounces of gold, respectively. The Company recognized revenue of $17.4 million and cost of sales was $10.4 million generating a gross profit of $7.0 million or 40%. The Company recorded net income of $1.9 million and generated positive operating cash flow of $6.2 million which enabled further investment in the development and growth of Buckreef Gold.

Capital Expenditures

During the three months ended February 29, 2024, the Company incurred a total of $1.4 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 ($0.3 million), expenditures related to the plant expansion to 2,000 tpd ($0.9 million), including crushing equipment, construction activities and steel fabrication, study costs related to the larger project ($0.2 million), 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.

For the six months ended February 29, 2024, the Company incurred a total of $5.4 million in cash capital expenditures, mainly related to the plant expansion to 2,000 tpd, construction of an expanded TSF, dewatering pumps to maintain a dry pit during the wet season, study costs related to the larger project, relocation of the powerline to accommodate expanded mining of the pit, and capitalized pre-stripping mine development with FEMA.

Management’s Discussion

and Analysis

February 29, 2024

Selected Financial Information

The following information has been extracted from the Company’s interim condensed consolidated financial statements for the three and six months ended February 29, 2024, prepared in accordance with IFRS.

$(000's)	As at and for the three months ended February 29, 2024	As at and for the six months ended February 28, 2024	As at and for the three months ended February 28, 2023		As at and for the six months ended February 28, 2023
Net (loss) income and comprehensive (loss) income attributable to shareholders	1,080	114	(1,399	)	2,113
Basic (loss) income per share	0.00	0.00	(0.00	)	0.01
Total assets	88,199	88,199	79,384		79,384
Total long term financial liabilities	6,899	6,899	5,082		5,082

Financial Results

Three months ended February 29, 2024

		Three months ended February 29,			Three months ended February 28,
		2024			2023
Revenue	$	7,984		$	10,098
Cost of sales		(4,712	)		(5,179	)
Gross profit		3,272			4,919
General and administrative expense		(1,767	)		(2,035	)
Change in fair value of derivative financial instruments		1,600			(965	)
Foreign exchange		142			65
Interest, net and other expense		(445	)		(856	)
Income tax expense		(881	)		(1,178	)
Net income (loss) and comprehensive income (loss)	$	1,921		$	(50	)
Net income and comprehensive income
attributable to non-controlling interests		841			1,349
Net (loss) income and comprehensive (loss) income
attributable to shareholders		1,080			(1,399	)

Revenue

For the three months ended February 29, 2024, the Company recognized revenue of $8.0 million (Q2 2023: $10.1 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 3,951 ounces of gold (Q2 2023: 5,504 ounces) at an average realized price (net)¹ of $2,026 per ounce (Q2 2023: $1,845 per ounce).

Cost of sales

Cost of sales for the three months ended February 29, 2024, was $4.7 million (Q2 2023: $5.2 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.

Management’s Discussion

and Analysis

February 29, 2024

For the three months ended February 29, 2024, the Company recorded production costs of $3.7 million (Q2 2023: $4.1 million) and royalties of $0.6 million (Q2 2023: $0.8 million) based on a 7.3% statutory royalty rate in Tanzania.

The decrease in cost of sales, including production costs and royalties, compared to the prior year comparative period is primarily related to lower gold production and lower ounces of gold sold.

Cash cost¹ which include production costs and royalties were $1,084 per ounce (Q2 2023: $888 per ounce). Cash cost¹ per ounce were higher than the prior year comparative period predominantly due to higher mining and processing cost in Q2 2024, as the Company mined and processed a higher proportion of sulphide ore (compared to oxide ore in the prior period), which led to an increase in drilling and blasting, reagent, fuel and power consumption, and higher unplanned process plant maintenance. It is expected that the new crushing circuit will improve grind size for a more efficient, cost-effective processing of sulphide ore, improving plant throughput, recovery and processing cost in H2 2024. It is also expected that the higher processing plant throughput will provide greater economies of scale following commissioning of the expanded 2,000 tpd processing facility, through higher overhead cost absorption, and therefore benefit cash cost per ounce in H2 2024.

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 February 29, 2024, the Company recorded depreciation of $0.4 million (Q2 2023: $0.3 million).

General and administrative expenses

During the three months ended February 29, 2024, the Company recorded general and administrative expenses of $1.8 million compared to $2.0 million for the prior year period. The variance compared to the prior year period was mainly due to a decrease in share based expense as a result of timing 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 February 29, 2024, the Company recorded a gain on change in fair value of derivative financial instruments of $1.6 million compared to a loss of $1.0 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), combined with a quarterly decrease in the Company’s share price (Q2 2024: $0.33, Q1 2024: $0.40).

Interest and other expense

During the three months ended February 29, 2024, the Company recorded interest and other expense of $0.4 million compared to $0.9 million in the prior year period. The decrease is primarily related a reduction in 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 February 29, 2024, the Company recorded net income at Buckreef Gold and recognized income tax expense of $0.9 million (Q2 2023: $1.2 million), comprised of a current income tax expense of $0.1 million (Q2 2023: $0.2 million) and deferred income tax expense of $0.8 million (Q2 2023: $1.0 million) based on current Tanzanian statutory tax rates.

Management’s Discussion

and Analysis

February 29, 2024

Net income (loss) and comprehensive income (loss)

The Company reported net income for the three month period ended February 29, 2024 of $1.9 million ($1.1 million net income attributable to shareholders, basic and diluted earnings per share of $0.00) compared to a net loss of $nil in the prior year period ($1.4 million net loss attributable to shareholders, basic and diluted loss per share of $0.00). The increase in net income compared to the prior year comparative period is primarily due to a gain on change in fair value of derivative financial instruments of $1.6 million (Q2 2023: $1.0 million loss), partially offset by a decrease in gross profit of $3.3 million (Q2 2023: $4.9 million) due to lower revenue as a result of lower ounces of gold sold (Q2 2023: 5,504 ounces).

Six months ended February 29, 2024

		Six months ended February 29,			Six months ended February 28,
		2024			2023
Revenue	$	17,388		$	19,816
Cost of sales		(10,399	)		(9,587	)
Gross profit		6,989			10,229
General and administrative expense		(3,978	)		(3,872	)
Change in fair value of derivative financial instruments		1,799			2,400
Foreign exchange		62			58
Interest, net and other expense		(918	)		(1,041	)
Income tax expense		(2,072	)		(2,664	)
Net income and comprehensive income	$	1,882		$	5,110
Net income and comprehensive income
attributable to non-controlling interests		1,768			2,997
Net income and comprehensive income
attributable to shareholders		114			2,113

Revenue

For the six months ended February 29, 2024, the Company recognized revenue of $17.4 million (2023: $19.8 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 8,846 ounces of gold (2023: 11,258 ounces) at an average realized price (net)¹ of $1,980 per ounce (2023: $1,762 per ounce).

Cost of sales

Cost of sales for the six months ended February 29, 2024, was $10.4 million (2023: $9.6 million) and is comprised of production costs, (including mining, processing and site general and administrative costs), royalties and depreciation.

For the six months ended February 29, 2024, the Company recorded production costs of $8.2 million (2023: $7.6 million) and royalties of $1.3 million (2023: $1.5 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 due to higher mining costs and processing costs incurred during H1 2024. Mining costs in the six months ended February 29, 2024 was $4.18 per tonne, which was higher than the prior year comparative period ($3.10) primarily due to an increase in drilling and blasting cost, as mining activity in H1 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 H1 2024 was $25.82 per tonne, which was higher than the prior year comparative period ($19.49) predominantly due to higher power costs in Q1 2024 (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. Cash cost¹ of $1,072 per ounce were higher than the prior year period (2023: $808 per ounce) due to a higher proportion of sulphide ore mined and processed in H1 2024 (compared to oxide ore in 2023). The Company continues to expect total average full year cash cost¹ to be within the original guidance range of $800 - $900 per ounce, as it is expected that the higher processing plant throughput will provide greater economies of scale following commissioning of the expanded 2,000 tpd processing facility, through higher overhead cost absorption, and therefore benefit cash cost per ounce in H2 2024.

Management’s Discussion

and Analysis

February 29, 2024

For the six months ended February 29, 2024, the Company recorded depreciation of $0.9 million (2023: $0.5 million). The increase in depreciation compared to the prior year comparative period is mainly related to H1 2024 reflecting a full six months of depreciation relative to H1 2023 which reflected four months of depreciation in H1 2023, following commercial production declaration on November 1, 2022.

General and administrative expense

During the six months ended February 29, 2024, the Company recorded general and administrative expense of $4.0 million compared to $3.9 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.

Change in fair value of derivative financial instruments

During the six months ended February 29, 2024, the Company recorded a gain on change in fair value of derivative financial instruments of $1.8 million compared to a gain of $2.4 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), combined with a decrease in the Company’s share price (Q2 2024: $0.33, Q4 2023: $0.39).

Interest and other expense

During the six months ended February 29, 2024, the Company recorded interest and other expense of $0.9 million compared to $1.0 million in the prior year period. The decrease is primarily related to a reduction in tax related fees and advisory services recorded in Tanzania recorded during the year.

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 six months ended February 29, 2024, the Company recorded net income at Buckreef Gold and recognized income tax expense of $2.1 million (2023: $2.7 million), comprised of a current income tax expense of $0.4 million (2023: $0.5 million) and deferred income tax expense of $1.7 million (2023: $2.2 million) based on current Tanzanian statutory tax rates.

Net income and comprehensive income

The Company reported net income for the six month period ended February 29, 2024 of $1.9 million ($0.1 million net income attributable to shareholders, basic and diluted earnings per share of $0.00) compared to net income of $5.1 million in the prior year period ($2.1 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 $1.8 million (2023: $2.4 million), and a decrease in gross profit of $7.0 million (2023: $10.2 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.

Management’s Discussion

and Analysis

February 29, 2024

Summary of Quarterly Results

($(000's), except per share amounts)
US$ unless otherwise stated	2024 Q2	2024 Q1		2023 Q4	2023 Q3		2023 Q2		2023 Q1	2022 Q4		2022 Q3

Net income (loss) and comprehensive income (loss)	1,921	(39	)	2,309	(374	)	(50	)	5,160	(2,350	)	3,188
Net income (loss) and comprehensive (income) loss attributable to:
Non-controlling interests	841	927		908	890		1,349		1,648	1,857		1,217
Common shareholders	1,080	(966	)	1,401	(1,264	)	(1,399	)	3,512	(4,207	)	1,971
Net income (loss) and comprehensive income (loss)	1,921	(39	)	2,309	(374	)	(50	)	5,160	(2,350	)	3,188

During the three months ended February 29, 2024, the Company reported net income of $1.9 million ($1.1 million net income attributable to shareholders), compared to a net loss of $nil ($1.0 million net loss attributable to shareholders) in the prior quarter (Q1 2024). The increase in net income compared to the prior quarter is primarily due to a higher gain on change in fair value of derivative financial instruments of $1.6 million (Q1 2024: $0.2 million gain) due to a larger decrease in the Company’s share price from Q4 2023 to Q2 2024.

Liquidity and Capital Resources

At February 29, 2024 the Company had $8.0 million of cash (August 31, 2023 - $7.6 million) and working capital of $2.6 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 $0.4 million over August 31, 2023 was primarily due to an increase in operating cash flow (H1 2024: $6.2 million), partially offset by capital investment in infrastructure and development for Buckreef Gold (H1 2024: $5.4 million). During H1 2024, the Company poured 8,994 ounces of gold, sold 8,846 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 $6.2 million. The increase in operating cash flow was partially offset by an increase in capital expenditures. For the six months ended February 29, 2024, the Company incurred a total of $5.4 million in cash capital expenditures, mainly related to the plant expansion to 2,000 tpd, construction of an expanded TSF, dewatering pumps to maintain a dry pit during the wet season, study costs related to the larger project, relocation of the powerline to accommodate expanded mining of the pit, and capitalized pre-stripping mine development with FEMA.to access a greater extent of ore, including higher grade blocks, which is expected to benefit production in F2024.

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.

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. During the three and six months ended February 29, 2024, gold zero-cost collar contracts for a total of 1,200 gold ounces expired unexercised.

Management’s Discussion

and Analysis

February 29, 2024

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 February 29, 2024, the Company has accumulated losses of $121.3 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 February 29, 2024, 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 and six months ended February 29, 2024.

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.

Management’s Discussion

and Analysis

February 29, 2024

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 and six months ended February 29, 2024.

Management’s Discussion

and Analysis

February 29, 2024

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			Six Months Ended			Six Months Ended
		February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Revenue per financial statements	$	7,984		$	10,098		$	17,388		$	19,816
Revenue recognized from OCIM prepaid gold purchase agreement		(494	)		(742	)		(1,416	)		(742	)
Revenue from gold spot sales		7,490			9,356			15,972			19,074
Ounces of gold sold		3,951			5,504			8,846			11,258
Ounces of gold sold from OCIM prepaid gold purchase agreement		(254	)		(434	)		(780	)		(434	)
Ounces from gold spot sales		3,697			5,070			8,066			10,824
Average realized price (gross)	$	2,021		$	1,835		$	1,966		$	1,760
Average realized price net OCIM prepaid gold purchase agreement	$	2,026		$	1,845		$	1,980		$	1,762

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 and six months ended February 29, 2024.

		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
		February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Cost of sales per financial statements	$	4,712		$	5,179		$	10,399		$	9,587
Less: Depreciation	$	(428	)	$	(294	)	$	(912	)	$	(487	)
Total cash cost	$	4,284		$	4,885		$	9,487		$	9,100
Ounces of gold sold		3,951			5,504			8,846			11,258
Cash cost per ounce of gold sold	$	1,084		$	888		$	1,072		$	808

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.

Management’s Discussion

and Analysis

February 29, 2024

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 and six months ended February 29, 2024.

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Net (loss) income and comprehensive (loss) income per financial statements	1,921		(50	)	1,882		5,110
Add:
Depreciation	428		294		912		487
Interest and other non-recurring expenses	445		856		918		1,041
Income tax expense	881		1,178		2,072		2,664
Change in fair value of derivative financial instruments	(1,600	)	965		(1,799	)	(2,400	)
Share-based payment expense	403		645		1,213		1,398
Adjusted EBITDA	2,478		3,888		5,198		8,300

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 February 29, 2024, there were 279,235,623 common shares outstanding, 36,190,769 share purchase warrants outstanding, 2,777,176 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.

Management’s Discussion

and Analysis

February 29, 2024

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.

Management’s Discussion

and Analysis

February 29, 2024

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 remainder of F2024.

Additional Information

The Company is a Canadian public company listed on the Toronto Stock Exchange trading under the symbol “TRX” 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 Q2 2024 MD&A. A copy of this Q2 2024 MD&A will be provided to anyone who requests it. It is also available on the SEDAR+ website at www.sedarplus.ca.

Management’s Discussion

and Analysis

February 29, 2024

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.