6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

For the month of:	October 2023
Commission File Number	333-183376

(Translation of registrant's name into English)

Miramar #21, Garden Drive, Paradise Island, Nassau, Bahamas

(Address of principal executive offices)

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

Form 20-F☒Form 40-F☐

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

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

EXPLANATORY NOTE

On October 31, 2023, Xtra-Gold Resources Corp. (the "Company") filed on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents:

●Unaudited consolidated interim statements for the nine months ended September 30, 2023.

- 2 -

●Management's discussion and analysis of financial conditions and results of operations for the nine months ended September 30, 2023.

●Form 52-109F2 - Certification of interim filings - Full Certification on for the nine months ended September 30, 2023 by the Company's Chief Executive Officer ("CEO"); and

●Form 52-109F2 - Certification of interim filings - Full Certification on for the nine months ended September 30, 2023 by the Company's Chief Financial Officer ("CFO").

SUBMITTED HEREWITH

Exhibit	Description of Exhibit
99.1	Unaudited interim consolidated financial statements for the period ended September 30, 2023.
99.2	Management's discussion and analysis of financial conditions and results of operations for the period ended September 30, 2023.
99.3	Form 52-109F2 - CEO Certification of interim filings; and
99.4	Form 52-109F2 - CFO Certification of interim filings.

SIGNATURES

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

Date:   October 31, 2023	XTRA-GOLD RESOURCES CORP.
	(Registrant)
	By:	/s/ James Longshore
		James Longshore,
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1

XTRA-GOLD RESOURCES CORP.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

for the

Nine Months Ended

September 30, 2023

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

NOTICE TO READER

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

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Interim Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	1
Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2023 and 2022 (unaudited)	2
Condensed Interim Consolidated Statements of Equity (unaudited)	3
Condensed Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	4
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)	5

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars - Unaudited)

AS AT		September 30, 2023 (unaudited)			December 31, 2022
ASSETS
Current
Cash and cash equivalents	$	8,444,182		$	5,781,000
Investment in trading securities, at cost of $3,369,353 (December 31, 2022 - $3,239,782) (Note 4)		3,546,138			3,497,166
Receivables and other assets		108,984			104,791
Inventory (Note 8)		231,730			795,939
Total current assets		12,331,034			10,178,896
Restricted cash (Note 7)		296,322			296,322
Equipment, net (Note 5)		551,768			671,373
Mineral properties (Note 6)		734,422			734,422
TOTAL ASSETS	$	13,913,546		$	11,881,013
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities	$	1,425,252		$	1,307,165
Asset retirement obligation (Note 7)		87,942			99,514
Total current liabilities		1,513,194			1,406,679
Total liabilities		1,513,194			1,406,679
Equity
Capital stock (Note 9)
Authorized - 250,000,000 common shares with a par value of $0.001
Issued and outstanding
46,297,717 common shares (December 31, 2022 - 46,446,917 common shares)		46,298			46,447
Additional paid in capital		31,770,102			31,838,291
Shares in treasury		(9,212	)		(6,892	)
Accumulated deficit		(19,573,504	)		(21,345,398	)
Total Xtra-Gold Resources Corp. stockholders' equity		12,233,684			10,532,448
Non-controlling interest		166,668			(58,114	)
Total equity		12,400,352			10,474,334
TOTAL LIABILITIES AND EQUITY	$	13,913,546		$	11,881,013

History and organization of the Company (Note 1)	APPROVED ON BEHALF OF THE BOARD
Continuance of operations (Note 2)
Contingency and commitments (Note 13)
	"James Longshore"	"James Schweitzer"
	Director	Director

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

1

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars - Unaudited)

		Three Month Period Ended Sept. 30, 2023			Three Month Period Ended Sept. 30, 2022			Nine Month Period Ended Sept. 30, 2023			Nine Month Period Ended Sept. 30, 2022
EXPENSES
Amortization	$	33,085		$	36,988		$	119,605		$	108,328
Exploration		133,302			(96,300	)		644,276			760,982
General and administrative		99,692			153,934			337,251			375,078
LOSS BEFORE OTHER ITEMS		(266,079	)		(94,622	)		(1,101,132	)		(1,244,388	)
OTHER ITEMS
Recovery of gold, net		1,050,434			1,019,886			3,527,354			3,305,359
Foreign exchange gain (loss)		123,945			(475,488	)		75,233			(571,974	)
Net gain (loss) on trading securities		(218,404	)		(298,739	)		(103,023	)		2,854
Other income		93,693			43,623			260,059			82,077
INCOME FROM OTHER ITEMS		1,049,668			289,282			3,759,623			2,818,316
Income before tax for the period		783,589			194,660			2,658,491			1,537,928
Income tax expense		(200,000	)		(200,000	)		(661,815	)		(600,000	)
Net income		583,589			(5,340	)		1,996,676			973,928
Net gain attributable to non-controlling interest		(69,956	)		(64,912	)		(224,782	)		(177,502	)
Net income attributable to Xtra-Gold Resources Corp.	$	513,633		$	(70,252	)	$	1,771,894		$	796,426
Basic income attributable to common shareholders per common share	$	0.01		$	(0.00	)	$	0.04		$	0.02
Diluted income attributable to common shareholders per common share	$	0.01		$	(0.00	)	$	0.04		$	0.02
Basic weighted average number of common shares outstanding		46,334,336			46,661,478			46,398,474			46,568,638
Diluted weighted average number of common shares outstanding		48,982,836			48,682,478			49,046,974			48,589,638

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

2

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF EQUITY

(Expressed in U.S. Dollars - Unaudited)

	Common Stock
	Number of Shares			Amount			Additional Paid in Capital			Shares in Treasury			Accumulated Deficit			Non- Controlling Interest			Total
Balance, December 31, 2021	46,687,517		$	46,688		$	31,770,515		$	(13,294	)	$	(21,977,165	)	$	(191,196	)	$	9,635,548
Stock-based compensation	-			-			80,068			-			-			-			80,068
Repurchase of shares	(187,600	)		(188	)		(133,248	)		3,022			-			-			(130,414	)
Income for the period	-			-			-			-			796,426			177,502			973,928
Balance, September 30, 2022	46,999,917			46,500			31,717,335			(10,272	)		(21,180,739	)		(13,694	)		10,559,130
Stock-based compensation	-			-			157,010			-			-			-			157,010
Repurchase of shares	(53,000	)		(53	)		(36,054	)		10,272			-			-			(25,835	)
Shares in treasury	-			-			-			(6,892	)		-			-			(6,892	)
Net income (loss)	-			-			-			-			(164,659	)		(44,420	)		(209,079	)
Balance, December 31, 2022	46,446,917			46,447			31,838,291			(6,892	)		(21,345,398	)		(58,114	)		10,474,334
Stock-based compensation	-			-			31,782			-			-			-			31,782
Repurchase of shares	(149,200	)		(149	)		(99,971	)		6,892			-			-			(93,228	)
Shares in treasury	-			-			-			(9,212	)		-			-			(9,212	)
Net income	-			-			-			-			1,771,894			224,782			1,996,676
Balance, September 30, 2023	46,297,717		$	46,298		$	31,770,102		$	(9,212	)	$	(19,573,504	)	$	166,668		$	12,400,352

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

3

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars - Unaudited)

		Nine Month Period Ended Sept. 30, 2023			Nine Month Period Ended Sept. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Income for the period	$	1,996,676		$	973,928
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		119,605			108,328
Stock-based compensation		31,782			82,068
Unrealized foreign exchange loss (gain)		(21,254	)		205,565
Purchase of trading securities		(1,432,114	)		(1,705,945	)
Proceeds on sale of trading securities		1,301,373			1,514,043
Net (gain) loss on sales of trading securities		103,023			(2,854	)
Changes in non-cash working capital items:
(Increase) decrease in receivables and other assets		(4,193	)		26,568
Decrease (increase) in inventory		564,209			482,258
Change in asset retirement obligation		(11,572	)		(31,628	)
Increase (decrease) in accounts payable and accrued liabilities		118,087			197,581
Net cash provided by operating activities		2,765,622			1,849,915
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		-			(44,402	)
Net cash used in investing activities		-			(44,402	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of options and warrants		-			-
Repurchase of capital stock		(102,440	)		(132,414	)
Net cash (used in) provided by financing activities		(102,440	)		(132,414	)
Change in cash and cash equivalents and restricted cash during the period		2,663,182			1,673,099
Cash and cash equivalents and restricted cash, beginning of the year		6,077,322			4,971,650
Cash and cash equivalents and restricted cash, end of the period	$	8,740,504		$	6,644,749
Reconciliation of Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of year	$	5,781,000		$	4,675,328
Restricted cash at beginning of year		296,322			296,322
Cash and cash equivalents and restricted cash at beginning of year	$	6,077,322		$	4,971,650
Cash and cash equivalents at end of period	$	8,444,182		$	6,348,427
Restricted cash at end of period		296,322			296,322
Cash and cash equivalents and restricted cash at end of period	$	8,740,504		$	6,644,749

Supplemental disclosure with respect to cash flows (Note 11)

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

4

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

1.HISTORY AND ORGANIZATION OF THE COMPANY

Xtra-Gold Resources Corp., previously Silverwing Systems Corporation, was incorporated under the laws of the State of Nevada on September 1, 1998, pursuant to the provisions of the Nevada Revised Statutes. In 2003, the Company became a resource exploration company. The Company has also engaged in recovery of gold through alluvial operations on its claims.  On November 30, 2012, the Company redomiciled from the USA to the British Virgin Islands.

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

2.CONTINUANCE OF OPERATIONS - GOING CONCERN 

The Company is in development as an exploration company.  It may need financing for its exploration and acquisition activities.  Although the Company has incurred a gain of $1,771,894 for the nine-month period ended September 30, 2023, it has an accumulated a deficit of $19,573,504.  Results for the nine-month period ended September 30, 2023 are not necessarily indicative of future results.  The uncertainty of gold recovery and the fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

3.SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2022, included in our Annual Report on Form 20-F, filed with the SEC on March 31, 2023. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. The financial statements and notes are representations of the Company's management and its board of directors, who are responsible for their integrity and objectivity.

Principles of consolidation

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

Use of estimates

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

5

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

Cash and cash equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.  At September 30, 2023 and December 31, 2022, cash and cash equivalents consisted of cash held at financial institutions.

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

Receivables

Management has evaluated all receivables and has provided allowances for accounts where it deems collection doubtful. As of September 30, 2023 and December 31, 2022, the Company had not recorded any allowance for doubtful accounts.

Inventory

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

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

Recovery of gold

Recovery of gold and other income is recognized when title and the risks and rewards of ownership to delivered bullion and commodities pass to the buyer and collection is reasonably assured.  Recovery of gold, net of expenses, is not related to exploration and is not the core business of the Company, so proceeds from gold recovery are recognized as other income.

Trading securities

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

Non-Controlling Interest

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

Equipment

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

6

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

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

Mineral properties and exploration and development costs

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

Impairment of non-financial assets

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

The Company has assessed the assets of all its operating entities and has determined that no impairment was considered necessary for the Company's non-financial assets as at September 30, 2023 and December 31, 2022.

Long-lived assets

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

Asset retirement obligations

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

Stock-based compensation

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

7

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

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

Warrants

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

Share repurchases

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

Share-based payment transactions

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

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

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

Income taxes

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

Income (Loss) per share

Basic loss per common share is computed using the weighted average number of common shares outstanding during the period.  To calculate diluted loss per share, the Company uses the treasury stock method and if converted method.  As of September 30, 2023, there were Nil warrants (September 30, 2022 - Nil) and 2,648,500 stock options (September 30, 2022 - 2,136,000).  For the nine-month period ending September 30, 2023, the fully diluted weighted average shares outstanding would increase to 48,984,474 (September 30, 2022 - 48,589,638) from the basic weighted average shares outstanding of 46,398,474 (September 30, 2022 - 46,568,638).  This increase did not change the income per share from the basic income per share number. 

8

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

Foreign exchange

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

Financial instruments

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

Fair value of financial assets and liabilities

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

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

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

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

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

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

Cash, Cash Equivalents, and Marketable Securities

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

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

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

9

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

The following tables summarize our debt securities, at their fair value, by significant investment categories as of September 30, 2023 and December 31, 2022:

Level 1 - Cash equivalents		September 30, 2023		December 31, 2022
Money market funds	$	6,828,737	$	5,559,705
	$	6,828,737	$	5,559,705

		September 30, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	8,444,182	$	8,444,182	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,546,138		3,546,138		-		-
Total	$	12,286,642	$	12,286,642	$	-	$	-

		December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,781,000	$	5,781,000	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,497,166		3,497,166		-		-
Total	$	9,574,488	$	9,574,488	$	-	$	-

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

Debt Securities

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

Investment in trading securities

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

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

10

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

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

Concentration of credit risk

The financial instrument which potentially subjects the Company to concentration of credit risk is cash.  The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.  As of September 30, 2023, the Company held $6,877,267 (December 31, 2022 - $5,653,644) in low-risk cash and money market funds which are not federally insured.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.  The company has contracted to sell all its recovered gold through a licensed exporter in Ghana.

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

4.INVESTMENTS IN TRADING SECURITIES

At September 30, 2023, the Company held investments classified as trading securities, which consisted of various equity securities.  All trading securities are carried at fair value.  Private company investments are valued using Level 3 methods.  Private company investments are initially valued at the cost of the investment.  If a subsequent investment in the same security is made at a different price, the entire investment is valued at the new price and any gain or loss is recognized in other income, net.  All other marketable securities are publicly traded and valued using Level 1 methods.  As of September 30, 2023, the fair value of trading securities was $3,546,138 (December 31, 2022 - $3,497,166). 

		September 30, 2023		December 31, 2022
Investments in trading securities at cost	$	3,369,353	$	3,239,782
Unrealized gains (losses)		176,785		257,384
Investments in trading securities at fair market value	$	3,546,138	$	3,497,166

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

		September 30, 2023		December 31, 2022
Marketable Equity Securities - Level 1
Publicly traded investments	$	2,531,668	$	2,677,169
Marketable Debt Securities - Level 2
Corporate bonds		103,520		117,157
Non-Marketable Equity Securities - Level 3
Private investments		1,090,950		702,840
Total investments	$	3,546,138	$	3,497,166

11

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

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

		September 30, 2023			September 30, 2022
Marketable Equity Securities - Level 1
Publicly traded investments - realized	$	(23,752	)	$	271,306
Publicly traded investments - unrealized		(210,879	)		(334,509	)
Non-Marketable Debt Securities - Level 2
Private bonds		(13,669	)		(71,683	)
Non-Marketable Equity Securities - Level 3
Private investments - realized		-			-
Private investments - unrealized		145,277			137,740
Total investments	$	(103,023	)	$	2,851

5.EQUIPMENT

		September 30, 2023
		Cost		Accumulated Depreciation		Net Book Value
Exploration equipment	$	2,282,277	$	1,876,002	$	406,275
Vehicles		762,906		617,413		145,493
	$	3,045,183	$	2,493,414	$	551,768

The company expensed $119,605 for depreciation in the nine-month period ended September 30, 2023.

		December 31, 2022
		Cost		Accumulated Depreciation		Net Book Value
Exploration equipment	$	2,282,277	$	1,802,719	$	479,558
Vehicles		762,906		571,091		191,815
	$	3,045,183	$	2,373,810	$	671,373

The company expensed $188,356 for depreciation in 2022, of which $108,328 was expensed in the nine-month period ended September 30, 2022.

6.MINERAL PROPERTIES

		September 30, 2023			December 31, 2022
Acquisition costs	$	1,607,729		$	1,607,729
Asset retirement obligation (Note 7)		8,133			8,133
Option payments received		(881,440	)		(881,440	)
Total	$	734,422		$	734,422

The Projects were purchased as a group in 2003, and the purchase price was not allocated between the properties and camp facilities.  Option payments related to shares and cash received for the right to purchase projects from the Company.  All such options have expired unexercised.

12

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

Kibi, Kwabeng and Pameng Projects

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

All required documentation to extend the lease for our Kibi Project (formerly known as the Apapam Project) for 15 years from December 17, 2015 has been submitted to the Ghana Minerals Commission.  No additional information was requested or submitted in the year ended December 31, 2022.  As of these extensions generally take years for the regulatory review to be completed, and the Company is not yet in receipt of the renewal extension approval.  However, until the Company receives the renewal extension approval, the old lease remains in force under the mineral laws. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission. 

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

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

Banso and Muoso Projects

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

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

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

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

iv)pay a production royalty of 5% of gold sales to the Government of Ghana. 

Mining Lease and Prospecting License Commitments

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

(a) to the Minerals Commission for: 

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

(ii)annual operating permits;

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

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

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

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

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

13

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

7.ASSET RETIREMENT OBLIGATION

		September 30, 2023			December 31, 2022
Balance, beginning of year	$	99,514		$	93,343
Change in obligation		(11,572	)		6,171
Accretion expense		-			-
Balance, end of year	$	87,942		$	99,514

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

The rehabilitation obligation is estimated at $87,942 (December 31, 2022 - $99,514).  During 2023 and 2022, the obligation was estimated based on actual reclamation cost experience on an average per acre basis and the remaining acres to be reclaimed.  It is expected that this obligation will be funded from general Company resources at the time the costs are incurred.  The Company has been required by the Ghanaian government to post a bond of US$296,322 which has been recorded in restricted cash.

8.INVENTORIES

Inventories consisted of the following:

		September 30, 2023		December 31, 2022
Raw gold	$	231,730	$	795,939

Inventory consists of raw gold awaiting transport to the smelter.

9.CAPITAL STOCK

Authorized stock

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

Issuances of shares

The Company did not issue shares during the six-month period ended June 30, 2023 or the year ended December 31, 2022.

Cancellation of shares

During the nine-month period ended September 30, 2023, the Company re-purchased 137,700 shares for $93,228 and cancelled the shares.  The Company also purchased 15,000 shares for $9,212 and these shares were held in treasury at the period end.  The shares were cancelled subsequent to the period end.  A total of 11,500 common shares which were re-purchased in 2022 for $6,892 and held in treasury, were cancelled in January 2023.

During the year ended December 31, 2022, a total of 223,000 common shares were re-purchased for $156,249 and cancelled.  A further total of 17,600 common shares were re-purchased in 2021 for $13,294 were cancelled in 2022. A total of 11,500 common shares were re-purchased for $6,892 and held in treasury.  These 11,500 shares were cancelled in January 2023.

Stock options

At June 30, 2011, the Company adopted a new 10% rolling stock option plan (the "2011 Plan") and cancelled the 2005 equity compensation plan.  Pursuant to the 2011 Plan, the Company is entitled to grant options and reserve for issuance up to 10% of the shares issued and outstanding at the time of grant.  The terms and conditions of any options granted, including the number and type of options, the exercise period, the exercise price and vesting provisions, are determined by the Compensation Committee which makes recommendations to the board of directors for their approval.  The maximum term of options granted cannot exceed 20 years.

14

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

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

At September 30, 2023, the following stock options were outstanding:

Number of Options	Exercise Price	Expiry Date
382,000	CDN$0.15		December 31, 2032
54,000	CDN$0.60		June 1, 2040
250,000	CDN$0.20		October 8, 2035
360,000	CDN$1.23		October 23, 2040
400,000	CDN$0.40		May 5, 2036
690,000	CDN$0.30		July 1, 2037
450,000	CDN$0.81		December 14, 2042
62,500	CDN$0.92		April 27, 2043

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

	September 30, 2023			December 31, 2022
	Number of Options		Weighted Average Exercise Price	Number of Options			Weighted Average Exercise Price
Outstanding, beginning of year	2,586,000	$	0.37	2,381,000		$	0.36
Granted	62,500		0.92	450,000			0.81
Exercised	-		-	-			-
Cancelled/Expired	-		-	(245,000	)		0.69
Outstanding, end of period	2,648,500	$	0.38	2,586,000		$	0.37
Exercisable, end of period	2,648,500	$	0.38	2,586,000		$	0.37

The aggregate intrinsic value for options vested and for total options as of September 30, 2023 is approximately $738,594 (December 31, 2022 - $786,600).  The weighted average contractual term of stock options outstanding and exercisable as at September 30, 2023 is 10.9 years (December 31, 2022 - 11.7 years).

The fair value of stock options granted, vested, and modified during the nine-month period ended September 30, 2023 was $31,782, (year ended December 31, 2022 - $237,078) which has been included in general and administrative expense.

The following assumptions were used for the Black-Scholes valuation of stock options granted or amended during the period ended September 30, 2023 and the year ended December 31, 2022:

15

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

	2023	2022
Risk-free interest rate	3.00%	1.75%
Expected life	5.0 years	5.0 years
Annualized volatility	130%	68%
Dividend rate	-	-

On April 27, 2023 the Company granted 62,500 options to insiders at $0.68 (CAD$0.92) and recognized an expense of $31,781.  The options vested on grant.

On December 14, 2022 the Company granted 350,000 options to insiders at $0.60 (CAD$0.81) and recognized an expense of $120,563.  A further 100,000 options were granted to non-insiders at $0.60 (CAD$0.81) and an expense of $34,447 was recognized.  On July 1, 2022, the original terms of existing options were extended.  The Company recognized an expense of $77,092 related to the extension of the option terms to maturity.  Options granted to consultants were market-to-market until expiry and the Company recognized an expense in 2022 of $4,976.

Warrants

At September 30, 2023 and December 31, 2022, there were no warrants outstanding.

10.RELATED PARTY TRANSACTIONS

During the nine-month periods ended September 30, 2023 and 2022, the Company entered into the following transactions with related parties:

		September 30, 2023		September 30, 2022
Consulting fees paid or accrued to officers or their companies	$	860,740	$	961,393
Directors' fees		1,672		1,755
Stock option grants to officers and directors		62,500		67,203
Stock option grant price range		CAD $0.92		-

Of the total consulting fees noted above, $720,442 (September 30, 2022 - $691,435) was incurred by the Company to a private company of which a related party is a 50% shareholder and director.  The related party was entitled to receive $360,221 (September 30, 2022 - $345,717) of this amount.  As at September 30, 2023, a balance of $152,415 (December 31, 2022 - a balance of $181,973) exists to this related company and $Nil remains payable (December 31, 2022 - $Nil) to the related party for expenses earned for work on behalf of the Company.  The CEO of the company made a $50,000 payment on behalf of the company in 2021.  This balance was repaid in 2022.

During the nine-month period ended September 30, 2023, the Company granted 62,500 options to insiders at a price of $0.68 (CAD$0.92).  A total of $31,782 was included in consulting fees related to these options.  During 2022, the Company granted 350,000 options to insiders at a price of $0.60 (CAD$0.81).  A total of $120,563 was included in consulting fees related to these options.  On July 1, 2022, the original terms of existing options were extended.  The Company recognized an expense of $77,092 related to the extension of the option terms to maturity related to insiders.

16

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

11.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

		September 30, 2023		September 30, 2022
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	575,540	$	505,805

During the period ended September 30, 2022, the company paid $575,540 (December 31, 20221 - $581,263) related to income tax. The company accrued $661,8150 (December 31, 2022 - $800,000) for expected income tax payments related to activities in Ghana.  There were no other significant non-cash transactions during the period ended September 30, 2023, or the year ended December 31, 2022.

12.DEFERRED INCOME TAXES

This note has not been updated from December 31, 2022.

13.CONTINGENCY AND COMMITMENTS

a)Bond deposit

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

b)Litigation

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

The Company is a party to two pending lawsuits.  One lawsuit claims that an Xtra contracted worker caused bodily harm on another person.  Another lawsuit claims that workers were terminated unlawfully.  The Company will defend itself in each of these lawsuits if required, and believes both cases are completely without merit and frivolous.

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

On October 19, 2022, Minerals Commission issued five invoices totaling $11,714,800 to our Ghanaian subsidiary.  These invoices were titled "Outstanding Annual Mineral Right Fees" for all five of our concessions (Kwabeng, Pameng, Apapam, Muoso and Banso), which Minerals Commission indicated were related to the period from 2012 to 2022, for new annual mineral fees.  However, all of our mining leases all have a one-time fixed consideration fee, which was paid when our leases were granted.  Our legal counsel responded to Minerals Commission (the "Letters") on November 15, 2019, objecting to the five improper invoices.  Our Letters outline the specific violated terms of our leases and various mineral laws.  The Minerals Commission has not responded to our Letters.  Should Minerals Commission challenge our Letters, our Company could enter dispute resolution arbitration clause under the Mineral Act.  We believe the invoices are not legally enforceable under the Mineral Act, and have not included any amount related to these invoices in our accounts.

Ghana Revenue Agency ("GRA") sent our Ghanaian subsidiary an updated tax assessment letter on November 11, 2022.  The letter alleges a total tax liability of $8,552,738 (the "Assessment"), from 2012 to 2022.  Upon a thorough review of the Assessment, we agreed that the only additional liability in the Assessment was $75,458.  The balance of the Assessment was objected to by our company in letter dated December 6, 2022, (the "Objection Letter").  On May 11, 2023 GRA sent our Company a revised assessment ("Revised Assessment") reducing our total tax liability to $1,186,700.97.  Upon a thorough review of the Revised Assessment, we agreed to pay an additional $356,281, including the $75,458 from the original Assessment.  As of June 13, 2023, the remaining total tax liability in dispute is $830,420 (the "Final Disputed Amount).  Should GRA want to try and retrieve this Final Disputed Amount, it would have to do so through the court process.  Xtra-Gold believes it is on very strong accounting and legal grounds should GRA want to challenge this Final Disputed Amount in the Ghana court.

17

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
September 30, 2023

(c)Credit risk

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

(d)Exchange rate risk

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

(e)Economic and political risks

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

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

f) Commodity price risk

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

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

All required documentation to extend the lease for our Kibi Project (formerly known as the Apapam Project) for 15 years from December 17, 2015 has been submitted to the Ghana Minerals Commission.  No additional information was requested or submitted in the period ended June 30, 2023 or the year ended December 31, 2022.  As of these extensions generally take years for the regulatory review to be completed, and the Company is not yet in receipt of the renewal extension approval.  However, until the Company receives the renewal extension approval, the old lease remains in force under the mineral laws. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission. 

14.SUBSEQUENT EVENTS

Subsequent to September 30, 2023, the Company cancelled 15,000 shares which were held in treasury at September 30, 2023 and purchased 16,500 shares.

18

EX-99.2

EXHIBIT 99.2

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

The following discussion and analysis of the interim unaudited condensed consolidated financial statements and results of operations ("MD&A") of Xtra-Gold Resources Corp. ("Xtra-Gold" or our "company") for the nine months ended September 30, 2023 and 2022 should be read in conjunction with the interim unaudited condensed consolidated financial statements and the related notes to the company's interim unaudited condensed consolidated financial statements.  The following discussion contains forward-looking statements that reflect Xtra-Gold's plans, estimates and beliefs.  Our company's actual results could differ materially from those discussed in the forward-looking statements set out herein.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and as contained elsewhere in this MD&A.  Our company's condensed consolidated unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP").Additional information relating to our company, including our consolidated audited financial statements and the notes thereto for the years ended December 31, 2022, 2021 and 2020 and our annual report on Form 20-F, can be viewed on SEDAR at www.sedarplus.ca and on EDGAR at www.sec.gov.

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

Highlights for the Three-month Period Ended September 30, 2023

During the three-month period ended September 30, 2023:

• in connection with our gold recovery operations, we produced 1,065 ounces of raw gold.  We sold 1,308 fine ounces of gold at an average price of US$1,855 per ounce. 

• cash on hand, excluding restricted cash, increased to $8.4 million at September 30, 2023, from $5.8 million at December 31, 2022. 

• a total of 14 diamond core boreholes totaling 3,568 metres completed by the Company's in-house drilling crews, with drilling efforts targeting the further expansion / definition of the emerging Boomerang East gold system.

• expansion drilling successfully amalgamated the Boomerang East / Boomerang West zones into a single, stacked, multi-shoot gold system extending approximately 700 metres down-plunge.

• definition drilling further established the broad, robust nature, and down-plunge continuity of the main Lower Shoot gold mineralization.

• Victor Nkansa, the Company's CFO since 2015, died in an auto accident which was press released on August 1, 2023.  William Asiedu who has been our Chief Accountant at our mine camp for 10 plus years, will replace Mr. Nkansa.

Overview

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

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

- 2 -

Technical Disclosure

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

Plan of Operations

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

at our Kibi project:

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

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

●a diamond core drill program of approximately 15,000 metres, at an estimated cost of $850,000, to be implemented utilizing the Company's in-house operated drill rigs; consisting of a combination of follow up drilling of early stage gold targets  and scout drilling of prospective litho-structural gold settings  within the mineral resource footprint area; and scout drilling of new grassroots gold targets across the Apapam concession.

at our Kwabeng project:

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

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

at our Pameng project:

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

at our Banso and Muoso projects:

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

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

As at the date of this annual report, we have estimated $500,000 for the cost for soil sampling, hand augering and/or scout pitting, and trenching at our Kibi, Kwabeng, Pameng, Banso and Muoso projects.

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

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

We continued with our recovery of placer gold operations at our Kwabeng Banso and Muoso properties in 2022.  We contract out as many services as possible on our placer gold recovery operations to local Ghanaians in order to maximize cost efficiencies.

Our fiscal 2023 budget to carry out our plan of operations is approximately $2,350,000 as follows and as disclosed in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview:

- 3 -

Soil sampling / trenching	$	500,000
Drilling		850,000
Administration		750,000
Stock-based compensation (non-cash)		250,000
TOTAL	$	2,350,000

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

Our company has historically relied on funds from gold recovery from alluvial operations, equity and debt financings to finance its ongoing operations.  Existing working capital, possible debt instruments, further private placements and anticipated cash flow from placer gold recovery operations are expected to be adequate to fund our company's operations over the next year.  During the current year and subsequent to 2023, we will not require additional capital to implement our plan of operations. 

Trends

Gold prices closed at $1,871 per ounce at September 30, 2023, slightly below the 2023 nine-month average of $1,932 per ounce.  Gold prices continue to show resilience in 2023, in part due to continued global inflation and geopolitical concerns. 

Gold prices closed in 2022 at $1,814 per ounce, just above the 2022 average of $1,801 per ounce.  Gold prices were strong early in 2022, and fell throughout the year, recording the low for 2022 occurred in November.  We saw some price recovery in December and to date in 2023. We continue to see positive indicators for gold prices in the future.

Interest rate increases throughout 2022 strengthened the US dollar as a safe haven, with the value of the US dollar reaching a 20-year peak in September 2022.  With the Federal Reserve acknowledging that the disinflation process has commenced, most of the tightening cycle is believed to be completed.  As a result, the comparative strength of the US dollar is expected to be reduced in 2023.

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

Gold prices per ounce over the period ended September 30, 2023 and previous two years are as follows:

		9 Months 2023		2022		2021
High	$	2,048	$	2,039	$	1,943
Low		1,811		1,629		1,684
Average		1,931		1,801		1,800

The tone for the precious metals market in the near future will depend on the U.S. dollar strength.  The US Federal Reserve has raised interest rates to combat inflation, and has indicated that the pace of rate increases could slow going forward.  The future focus will be on how much economic growth, government deficits and debts affect the ability of the Federal Reserve to increase future rates or shrink its balance sheet.  Any further economic wobble or extension of the time to address the underlying issues could create uncertainty about the US economy, which would be good for gold prices. 

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

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

- 4 -

Summary of the last five fiscal years ending December 31

	2022	2021	2020	2019	2018
	$	$	$	$	$
Operating revenues	Nil	Nil	Nil	Nil	Nil
Consolidated pre tax income for the year	1,564,849	2,045,713	2,297,023	2,388,347	1,539,294
Net gain attributable to non-controlling interest	(133,082)	(121,545)	(141,782)	(140,390)	(233,111)
Income tax	(800,000)	(1,088,192)	(294,992)	Nil	Nil
Net gain (loss) Xtra-Gold Resources Corp.	764,849	957,521	1,860,249	2,247,957	1,306,183
Basic and diluted income (loss) attributable to common shareholders per common share	0.01	0.02	0.04	0.05	0.03
Total current assets	10,178,896	9,127,160	7,739,823	5,438,858	3,258,955
Total assets	11,881,013	10,758,031	9,340,942	6,875,325	4,790,576
Total current liabilities	1,406,679	1,122,483	426,819	443,540	624,205
Total liabilities	1,406,679	1,122,483	426,819	443,540	624,205
Working capital	8,772,217	8,004,677	7,313,004	4,995,317	2,634,750
Capital stock	46,447	46,688	46,817	45,844	46,246
Total equity	10,474,334	9,635,548	8,914,123	6,431,785	4,166,371
Total Xtra-Gold Resources Corp. stockholders' equity	10,532,448	9,826,744	9,226,864	6,886,308	4,761,284
Dividends declared per share	Nil	Nil	Nil	Nil	Nil
Basic weighted average number of common shares outstanding	46,542,900	46,779,574	46,645,387	46,095,232	47,089,027
Basic and diluted weighted average number of common shares outstanding	48,822,024	48,925,574	49,033,887	49,589,430	49,405,027

Summary of Quarterly Results

Three Months Ended		Net Income (Loss) $			Basic and Diluted Income (Loss) Per Share $
September 30, 2023	$	513,633		$	0.01
June 30, 2023		705,064			0.02
March 31, 2022		553,197			0.01
December 31, 2022		(164,659	)		(0.00	)
September 30, 2022		(70,252	)		(0.00	)
June 30, 2022		(55,360	)		(0.00	)
March 31, 2022		922,038			0.02
December 31, 2021		(739,525	)		(0.01	)
September 30, 2021		(664,900	)		(0.01	)

Results of Operations for the Three Months Ended September 30, 2023 as Compared to the Three Months Ended September 30, 2022

Our company reported a net gain after tax for the three months ended September 30, 2023 of $513,633 (September  30, 2022 - loss of $70,252).  Our company's basic and diluted gain per share for the three months ended September  30, 2023 was $0.01 (September  30, 2022 - $(0.00)).  While both quarters benefited from gold recovery results, foreign exchange losses were significantly different in the comparable periods. 

- 5 -

The weighted average number of shares outstanding was 46,334,336 (Q3 2022 - 46,661,478).  Average shares outstanding were reduced through share repurchases. Average fully diluted shares in Q3 2023 were 48,928,836 (Q3 2022 - 48,682,478), with the increase as compared to basic shares being in the money stock options in both periods.  These items did not materially affect earnings per share. 

We incurred expenses of $266,079 in the three-month period ended September 30, 2023 (September 30, 2022 - $94,622).  Exploration expense was $133,302 as compared to a recovery of $96,300 in Q3 2022. The 2022 quarter benefited from moving some 2022 expenses previously reported in exploration into gold sales expenses. We expense all exploration costs, which included significant supplies in Q3 2022.  All other expense categories were very similar in the two periods. Depreciation in Q3 2023 was similar to that in Q3 2022.  General and administrative expense in Q3 2023 of $99,692 decreased slightly from $153,934 in Q3 2022 due to stock-based compensation in the Q3 2022 period.   

Exploration activities for the September 2023 quarter continued to focus on the Company's flagship Kibi Gold Project (Apapam Mining Lease) with the continuation of the Zone 3 resource expansion target generation drill program. Fourteen (14) diamond core boreholes totalling 3,568 metres ("m") were completed by the Company's in-house drill crews with drilling efforts primarily targeting the further expansion / definition of the emerging Boomerang East gold system.

The present Boomerang East drilling activities form part of an exploration initiative targeting multiple resource expansion opportunities within the south-western (Zone 3) portion of the gold mineralization-hosting 1^st-order F2 synclinorium fold structure; over 1 km beyond the limits of the currently defined Mineral Resource Estimate (the "2021 MRE", see the Company's news release of November 1, 2021). Drill results for a total of 120 holes (22,860.5 m) have been reported to date for the ongoing Zone 3 resource expansion drill program initiated following the database close-out date for the current 2021 MRE.

The assay results for 30 boreholes (7,309 m) completed from early December 2022 to late July 2023 on the ongoing Zone 3 resource expansion drilling program, including 3 holes completed during the September 2023 quarter (#KBDD23526 - #KBDD23528), were reported by the Company on September 8, 2023, including the following highlights:

Expansion Drilling (Boomerang East SW Strike-Extension - Boomerang West Down-Plunge)

-9.0 m at 5.27 grams per tonne gold ("g/t Au"), including 4.5 m at 8.98 g/t Au, from 65.5 m; and 15.4 m at 1.59 g/t Au, including 7.5 m at 2.01 g/t Au, from 120.0 m KBDD23524

-22.0 m at 1.17 g/t Au, including 15.7 m at 1.50 g/t Au, from 194.0 m in KBDD23522

Definition Drilling (Main "Lower Shoot" Gold Zone - Boomerang East)

-51.0 m at 1.31 g/t Au, including 16.5 m at 3.09 g/t Au, from 127.0 m in KBDD23528

-53.0 m at 1.06 g/t Au, including 30.0 m at 1.60 g/t Au, from 31.0 m in KBDD23527

-33.0 m at 1.17 g/t Au, including 19.0 m at 1.76 g/t Au, from 7.0 m in KBDD23519

Expansion Drilling (Boomerang East - SE Lateral / Down-Dip Extension)

-9.0 m at 1.00 g/t Au from 40.0 m; and 33.0 m at 0.50 g/t Au from 184.0 m; and 29.0 m at 0.35 g/t Au from 304.0 m; and 6.0 m at 1.67 g/t Au from 357.0 m in KBDD22504

-9.1 m at 0.75 g/t Au from 77.0; and 10.5 m at 0.71 g/t Au from 129.0; and 41.0 m at 0.72 g/t Au from 294.0 in KBDD22505

-47.0 m at 0.51 g/t Au from 210.0 m in KBDD23523

Present 3D litho-structural modelling appears to indicate that the Boomerang East gold system occupies a F2 meso-scale (parasitic) fold hinge structure developed on the north-western limb of the mineralization-controlling 1^st-order F2 synclinorium fold. With the mineralization occurring as a NE-plunging system of stacked, flat-lying to concave-shaped, shallow SE-dipping gold shoots hosted within folded / strained diorite bodies and/or associated metasedimentary rock - diorite contacts. Drilling to date has outlined three (3) principal gold shoots, including the Upper Shoot (s), the Lower Shoot, and the Footwall Shoot, across an approximately 250 m cross-plunge distance. The Lower Shoot, presently the most prominent mineralization shoot of the Boomerang East gold system, has so far been delineated from practically surface to a down-plunge depth of approximately 425 m along the fold hinge structure (approximately 315 m vertical depth from surface), and across an approximately 200 m NW-SE lateral distance. The present expansion drilling results from the south-western extension of the Boomerang East gold system successfully amalgamated the Boomerang East and Boomerang West resource expansion targets into a single, major, multi-shoot gold system extending over approximately 600 m strike and 700 m down-plunge distances, respectively.

- 6 -

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

We recognized gains related to other items of $1,049,668 in Q3 2023 (Q3 2022 - $289,282).  Gold sales contributed most of the gains in both periods.  However, the gains in both periods were partly offset by losses on our investment portfolio.  The company recognized a foreign exchange gain in Q3 2023 as compared to a loss in Q3 2022.  During the three-month period ended September 30, 2023, we sold 1,308 fine ounces of gold at an average price of US$1,810 for net proceeds of $1,050,434 (Q3 2022 - 1,161 fine ounces of gold at an average price of US$1,768 for net proceeds of $1,019,886).  Gold sales relating to our share of gold is not recognized until the risks and rewards of ownership passed to the buyer.  These placer gold recovery operations were contracted to local Ghanaian groups.  We pay a 5% government royalty on our gold sales.  Using local contractors promotes the local economy while avoiding illegal workings on our projects.

During the three-month period ended September 30, 2023, our company had a foreign exchange gain of $123,945 (Q3 2022 - loss of $475,488) mostly due to fluctuations in the U.S. dollar against the Ghana cedi and the Canadian dollar.  The company holds a substantial amount of its investment portfolio in Canadian dollars and this portfolio value fluctuates with the US dollar fluctuations.  In Ghana, the cedi continued to show weakness in the 2023 period but held steady in Q3.

Our company recognized a trading and holding loss on marketable securities in Q3 2023 of $218,404 (Q3 2022 - loss of $298,739).  Portfolio results in Q3 2023 showed resilience as compared to Q3 2022.  Unrealized gains and losses reflect mark-to-market changes in the investment portfolio during a period.  A realized gain is recognized when securities are sold from the investment portfolio, being the difference between the selling price and the purchase price of the security sold.  At the time of the sale, any mark-to-market gain or loss which is related to the security sold, previously recognized in unrealized gains and losses, is reversed.

Other income of $93,693 in Q3 2023 (Q3 2022 - $43,623) mostly relates to interest and dividends on investment portfolio assets.

Results of Operations for the Nine Months Ended September 30, 2023 as Compared to the Nine Months Ended September 30, 2022

Our company's net gain for the nine months ended September 30, 2023 was $1,771,894 as compared to a net gain of $796,426 for the nine months ended September 30, 2022, an increase of $975,468.  Improved foreign exchange gains and decreased exploration generated most of the improved profit in the YTD 2023. 

Our company's basic and diluted net gain per share for the nine months ended September 30, 2023 was $0.04 compared to a net gain of $0.02 per share for the nine months ended September 30, 2022.  The weighted average number of shares outstanding was 46,398,474 at September 30, 2023 compared to 46,568,638 for the nine months ended September 30, 2022.  The decrease in the weighted average number of shares outstanding can be attributed to the share repurchases in 2023.  The fully diluted weighted average number of shares outstanding was 49,046,974 at September 30, 2023 compared to 48,589,638 for the nine months ended September 30, 2022.  The fully diluted share positions did not materially affect the earning per share in either period.

We incurred expenses of $1,101,132 in the nine months ended September 30, 2023 as compared to $1,244,388 in the nine months ended September 30, 2022, a reduction of $143,256.  Exploration expense in 2022 reflects consulting help to compile and interpret information and replacement parts for the drill. 

We reported a gain of $3,759,623 related to other items for the nine months ended September 30, 2023 compared to a gain of $2,818,316 for the nine months ended September 30, 2022.  Foreign exchange gains created most of the change in income. 

During the nine months ended September 30, 2023, we sold 3,978 ounces of fine gold from our gold recovery operations compared to 3,778 ounces of fine gold from our share of the placer gold operations received during the nine months ended September 30, 2022.

Recent Capital Raising Transactions

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

- 7 -

There were no capital raising transactions in 2023 or 2022.

Liquidity and Capital Resources

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

Cash on hand was increased by $2,663,182 during the first nine months of 2023.  Operations provided all of the increase in cash.  Cash of $1,432,114 was used to purchase investments in the first nine months of 2023 while proceeds from the sale of investments generated $1,301,373 of cash.  Inventory was reduced by $564,209 due to the timing of smelt shipments.  Payables were increased, mostly due to accruals and payments for gold sales and income taxes payable in Ghana related to operations.  Other operating expenses were mostly cash neutral.   

At September 30, 2023, accounts payable and accrued liabilities increased by $118,087 to $1,425,252, mostly due to income tax accruals and sales-based accruals for expenses related to gold sales.  Our cash and cash equivalents as at September 30, 2023 were sufficient to pay these liabilities.  We believe that our company has sufficient working capital to achieve our 2023 operating plan. However, our historical losses raise substantial doubt about our ability to continue as a going concern.

At September 30, 2023, we had total cash and cash equivalents and restricted cash of $8,444,182 (December 31, 2022 - $6,077,322).  Working capital as of September 30, 2023 was $10,817,840 (December 31, 2022 - $8,772,217).  The 2023 increase in working capital mostly reflects the revenue from gold recovery. 

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

Our shares of common stock, warrants and stock options outstanding as at the date of this MDA, September 30, 2023, and December 31, 2022 were as follows:

	October 31, 2023	September 30, 2023	December 31, 2022
Common Shares	46,282,717	46,297,717	46,446,917
Warrants	-	-	-
Stock Options	2,586,000	2,586,000	2,586,000
Fully diluted	48,868,717	48,883,717	49,032,917

Subsequent to September 30, 2023, 15,000 shares were cancelled.   

As of the date of this MD&A, the exercise of all outstanding options would raise approximately $0.7 million, however such exercise is not anticipated until the market value of our shares of common stock increases in value.

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

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

Our fiscal 2023 budget to carry out our plan of operations is approximately $2,350,000 as disclosed in our Plan of Operations section above and in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview".  These expenditures are subject to change if management decides to scale back or accelerate operations.  We believe that we are adequately capitalized to achieve our operating plan for fiscal 2023.  However, our losses raise substantial doubt about our ability to continue as a going concern.

- 8 -

Going Concern

The Company is in development as an exploration company.  It may need financing for its exploration and acquisition activities.  Although the Company has incurred a gain of $1,771,894 for the nine-month period ended September 30, 2023, it has an accumulated a deficit of $19,573,504.  Results for the period ended September 30, 2023 are not necessarily indicative of future results.  The uncertainty of gold recovery and he fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

Related Party Transactions

During the nine-month periods ended September 30, 2023 and 2022, the Company entered into the following transactions with related parties:

		September 30, 2023		September 30, 20232
Consulting fees paid or accrued to officers or their companies	$	860,740	$	961,393
Directors' fees		1,672		1,755
Stock option grants to officers and directors		62,500		67,203
Stock option grant price range		CAD$ 0.92		-

Of the total consulting fees noted above, $720,442 (September 30, 2022 - $691,435) was incurred by the Company to a private company of which a related party is a 50% shareholder and director.  The related party was entitled to receive $152,415 (September 30, 2022 - $345,717) of this amount.  As at September 30, 2023, a balance of $209,720 (December 31, 2022 - a balance of $181,973) exists to this related company and $Nil remains payable (December 31, 2022 - $Nil) to the related party for expenses earned for work on behalf of the Company.  The CEO of the company made a $50,000 payment on behalf of the company in 2021.  This balance was repaid in 2022.

During the nine-month period ended September 30, 2023, the Company granted 62,500 options to insiders at a price of $0.68 (CAD$0.92).  A total of $31,782 was included in consulting fees related to these options.  During 2022, the Company granted 350,000 options to insiders at a price of $0.60 (CAD$0.81).  A total of $120,563 was included in consulting fees related to these options.  On July 1, 2022, the original terms of existing options were extended.  The Company recognized an expense of $77,092 related to the extension of the option terms to maturity related to insiders.

Material Commitments

Mineral Property Commitments

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

●to the Minerals Commission of Ghana for:

- 9 -

(a) to the Minerals Commission for: 

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

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

(iii)annual operating permits;

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

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

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

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

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

Purchase of Significant Equipment

We consider the availability of equipment to conduct our exploration activities.  In 2022 we purchased one pickup. In 2021 we purchased three pickups. In 2020 we purchased a second drill, a dozer, some pickups and a generator. While we do not expect we will be buying any additional equipment in the foreseeable future, we will continue to assess the situation and weigh our program needs against equipment availability.

Off Balance Sheet Arrangements

Our company has no off balance sheet arrangements.

Fair value of financial assets and liabilities

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

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

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

The following tables summarize our debt securities, at their fair value, by significant investment categories as of September 30, 2023 and December 31, 2022:

Level 1 - Cash equivalents		September 30, 2023		December 31, 2022
Money market funds	$	6,828,737	$	5,559,705
	$	6,828,737	$	5,559,705

		September 30, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	8,444,182	$	8,444,182	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,546,138		3,546,138		-		-
Total	$	12,286,642	$	12,286,642	$	-	$	-

- 10 -

		December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,781,000	$	5,781,000	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,497,166		3,497,166		-		-
Total	$	9,574,488	$	9,574,488	$	-	$	-

Critical Accounting Estimates and Changes in Accounting Policies

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

Caution Regarding Forward-Looking Statements

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

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

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

- 11 -

Forward-Looking Statements	Assumptions	Risk Factors
Potential to expand the NI 43-101 resources on Xtra-Gold's existing projects and achieve its growth targets	Availability of financing. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. NI 43-101 technical reports are correct and comprehensive. Operating, exploration and development costs will be consistent with our expectations. Ability to retain and attract skilled staff. All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold. Social engagement and local acceptance of our projects. Economic, political and industry market conditions will be favourable. Continuance of gold recovery operations.	Changes in the capital markets impacting availability of future financings. Uncertainties involved in interpreting geological data and confirming title to acquired properties. Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations. Variations from the technical reports. Increases in costs, environmental compliance and changes in environmental, local legislation and regulation, community support and the political and economic climate. Price volatility of gold and other associated commodities impacting the economics of our projects. Continued cooperation of government bodies to conduct placer operations.
Ability to meet working capital needs for fiscal 2022	Operating and exploration activities and associated costs will be consistent with our current expectations. Capital markets and financing opportunities are favourable to Xtra-Gold. Sale of any investments, if warranted, on acceptable terms. Xtra-Gold continues as a going concern.	Changes in the capital markets impacting availability and timing of future financings on acceptable terms. Increases in costs, environmental compliance and changes in environmental, other local legislation and regulation. Adjustments to currently proposed operating and exploration activities. Price volatility of gold and other commodities impacting sentiment for investment in the resource markets.

- 12 -

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

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

- 13 -

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

Dated:  October 31, 2023

EX-99.3

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of XTRA-GOLD RESOURCES CORP. (the "issuer") for the interim period ended September 30, 2023

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

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

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

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

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

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

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

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

1

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

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

5.3Limitation on scope of design:  N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:October 31, 2023

__James Longshore_______

James Longshore

Chief Executive Officer

2

EX-99.4

EXHIBIT 99.4 

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of XTRA-GOLD RESOURCES CORP. (the "issuer") for the interim period ended September 30, 2023.

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

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

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

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

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

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

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

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

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

1

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

5.3Limitation on scope of design:  N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:October 31, 2023

____Victor Nkansa___________

Victor Nkansa

Chief Financial Officer

2