Xtra Gold Resources : Q1 2024 Management Discussion and Analysis (three months ended March 31, 2024)

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

The following discussion and analysis of the interim unaudited condensed consolidated financial statements and results of operations ("MD&A") of Xtra-Gold Resources Corp. ("Xtra-Gold" or our "company") for the three months ended March 31, 2024 and 2023 should be read in conjunction with the interim unaudited condensed consolidated financial statements and the related notes to the company's interim unaudited condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect Xtra-Gold's plans, estimates and beliefs. Our company's actual results could differ materially from those discussed in the forward-looking statements set out herein. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and as contained elsewhere in this MD&A. Our company's condensed consolidated unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP").Additional information relating to our company, including our consolidated audited financial statements and the notes thereto for the years ended December 31, 2023, 2022 and 2021 and our annual report on Form 20 -F, can be viewed on SEDARPLUS at www.sedarplus.ca and on EDGAR at www.sec.gov.

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

Highlights for the Period Ended March 31, 2024

During the three-month period ended March 31, 2024:

• in connection with our gold recovery operations, we produced 776 ounces of raw gold. We sold 1,116 fine ounces of gold at an average price of US$2,045 per ounce.
• cash on hand, excluding restricted cash, increased to $8.4 million at March 31, 2024, from $7.2 million at December 31, 2023.
• a total of 13 diamond core boreholes totaling 3,631 metres completed by the Company's in-house drilling crews on the Kibi Gold Project, with drilling primarily targeting the further expansion / definition of the Boomerang gold system.
• continued prospecting (grab sampling) efforts further defined extensive auriferous silicified / pyritized siltstone rock float
  ("boulder") train target spatially associated with an interpreted fold-nose structure located approximately 0.5 km southwest of the Boomerang resource expansion target.

Management Changes

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

Overview

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

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

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Technical Disclosure

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

Plan of Operations

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

• follow-uptrenching of Zone 1 - Zone 2 - Zone 3 early stage gold shoots / showings to guide future mineral resource expansion drilling efforts;
• prospecting, reconnaissance geology, hand augering and/or scout pitting, and trenching of high priority gold-in-soil anomalies and grassroots gold targets across the extent of the Apapam concession; and
• a diamond core drill program of approximately 15,000 metres, at an estimated cost of $850,000, to be implemented utilizing the Company's in-house operated drill rigs; consisting of a combination of expansion / definition drilling of resource expansion targets, follow up drilling of early stage gold targets and scout drilling of prospective litho-structural gold settings within the mineral resource footprint area; and scout drilling of new grassroots gold targets across the Apapam concession.

at our Kwabeng project:

• ongoing geological compilation, prospecting, soil geochemical sampling, hand augering and/or scout pitting, and trenching to identify and/or further advance grassroots targets; and
• the continuation of placer gold recovery operations at this project (commenced in March 2013);

at our Pameng project:

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

at our Banso and Muoso projects:

• ongoing geological compilation, prospecting, soil geochemical sampling, hand augering and/or scout pitting, and trenching to identify and/or further advance grassroots targets; and
• the continuation of placer gold recovery operations at these projects (commenced in 2015);

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

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

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

We continued with our recovery of placer gold operations at our Kwabeng, Pameng, Banso and Muoso properties in 2023. We contract out as many services as possible on our placer gold recovery operations to local Ghanaians in order to maximize cost efficiencies.

Our fiscal 2024 budget to carry out our plan of operations is approximately $2,350,000 as follows and as disclosed in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview:

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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 2024, we will not require additional capital to implement our plan of operations. Although alluvial gold sales have contributed significantly to the Company, this funding source is nearly depleted and cannot be relied on as a source of future funding. These factors raise doubt about the Company's ability to continue as a going concern.

Trends

Gold prices closed at March 31, 2024 at $2,264 per ounce, above the 2023 average of $1,944 per ounce. Gold prices saw continued strength through 2024. We continue to see positive indicators for gold prices in the future.

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

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

Gold prices per ounce over the three-month period ended March 31, 2024 and years ended December 31, 2023 and 2022 are as follows:

	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
High	$ 2,264	$ 2,087	$ 2,039
Low	1,992	1,809	1,629
Average	2,077	1,944	1,801

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

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

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Summary of the last five fiscal years ending December 31

			2023	2022	2021		2020		2019
			$	$	$		$		$
Operating revenues	Nil	Nil	Nil		Nil	Nil
Consolidated pre tax income for the year	876,539	1,564,849	2,045,713	2,297,023		2,388,347
Net gain attributable to non-controlling interest	(180,652)	(133,082)	(121,545)	(141,782)		(140,390)
Income tax	(861,815)	(800,000)	(1,088,192)	(294,992)		Nil
Net income (loss) Xtra-Gold Resources Corp.	14,724	764,849	957,521	1,860,249		2,247,957
Basic and diluted income (loss) attributable to	0.00	0.01	0.02	0.04		0.05
common shareholders per common share	0.00	0.01	0.02	0.04		0.05
Total current assets	10,286,645	10,178,896	9,127,160	7,739,823		5,438,858
Total assets	11,860,586	11,881,013	10,758,031	9,340,942		6,875,325
Total current liabilities	1,519,103	1,406,679	1,122,483	426,819		443,540
Total liabilities	1,519,103	1,406,679	1,122,483	426,819		443,540
Working capital	8,767,542	8,772,217	8,004,677	7,313,004		4,995,317
Capital stock	46,201	46,447	46,688	46,817		45,844
Total equity	10,341,483	10,474,334	9,635,548	8,914,123		6,431,785
Total Xtra-Gold Resources Corp. stockholders' equity	10,218,945	10,532,448	9,826,744	9,226,864		6,886,308
Dividends declared per share	Nil	Nil	Nil		Nil	Nil
Basic weighted average number of common shares
outstanding	46,361,078	46,542,900	46,779,574	46,645,387		46,095,232
Basic and diluted weighted average number of
common shares outstanding	46,361,078	48,822,024	48,925,574	49,033,887		49,589,430
Summary of Quarterly Results
					Basic and Diluted
		Three Months Ended			Income (Loss) Per
		Net Income (Loss)		Share
			$				$
		March 31, 2024	$	510,987			$0.01
		December 31, 2023	(1,757,170)			(0.04)
		September 30, 2023		513,633			0.01
		June 30, 2023		705,064			0.02
		March 31, 2023		553,197			0.01
		December 31, 2022		(164,659)			(0.00)
		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)
		June 30, 2021		319,729			0.01

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Results of Operations for the Three Months Ended March 31, 2024 as Compared to the Three Months Ended March 31, 2023

Our company reported a net income after tax for the three months ended March 31, 2024 of $510,987 (March 31, 2023 - income of $553,197). Our company's basic and diluted income per share for the three months ended March 31, 2024 was $0.01 ( March 31, 2023

• income of $0.01). Both periods benefited from gold recovery results and from other income, being dividends and interest.

The weighted average number of shares outstanding was 46,142,924 (March 31, 2023 - 46,435,928). Average shares outstanding were reduced in 2024 and 2023 through share repurchases. Average fully diluted shares in Q1 2024 were 48,431,424 (Q1 2023 - 49,021,928), with the difference being in the money stock options. These items did not materially affect earnings per share.

We incurred expenses of $460,281 in the three-month period ended March 31, 2024 ( March 31, 2023 - $407,770). All expense categories were very similar in the two periods, with the exception of G&A, which saw increased professional fees in 2024. Exploration expense decreased slightly in 2024 as fewer drilling supplies were purchased as compared to 2023. We expense all exploration costs. Depreciation in 2024 was slightly lower than the 2023 depreciation level due to minimal asset additions in 2023 and no additions in 2024. General and administrative expense in Q1 2024 of $171,843 (Q1 2023 - $103,228) increased slightly due to increased audit fees.

The company did not grant stock options in 2024. The Company granted 62,500 stock options in 2023, recognizing an expense of $23,750 in the 2023 year.

Exploration activities for the March 2024 quarter continued to focus on the Company's flagship Kibi Gold Project (Apapam Mining Lease) with the continuation of the Zone 3 resource expansion target generation drill program. Thirteen (13) diamond core boreholes totalling 3,631 metres ("m") were completed by the Company's in-house drilling crews, including 11 holes (2,828 m) dedicated to the further expansion / definition of the Boomerang gold system (formerly Boomerang East & Boomerang West targets) and 4 scout drill holes (803 m) targeting prospective litho-structural settings generated by the recently completed 3D VTEM / TMI inversion-modelling. Final compilation of the geological and assay result data for the present drilling work is currently in progress.

The present Boomerang resource expansion / definition drilling work forms part of an exploration initiative focussing on multiple resource expansion targets occupying the south-western (Zone 3) portion of the mineralization-hosting1st-order F2 synclinorium fold structure; over 1 km beyond the limits of the currently defined Zone 2 - Zone 3 Mineral Resource Estimate (the "2021 MRE", see the Company's news release of November 1, 2021). Drill results for a total of 132 holes (26,968.5 m) have been reported to date for the ongoing Zone 3 resource expansion drill program initiated following the database close-out date for the 2021 MRE.

Current 3D litho-structural modelling appears to indicate that the Boomerang resource expansion target, consisting of a multi-shoot gold system extending over approximately 650 m strike and 750 m down-plunge distances respectively, occupies a F2 meso-scale (parasitic) fold hinge structure developed on the north-western limb of the mineralization-controlling1st-order F2 synclinorium fold. With the mineralization occurring as a NE-plunging system of stacked, flat-lying to concave-shaped, shallow SE-dipping gold shoots hosted within folded / strained diorite bodies and/or associated metasedimentary rock - diorite contacts. Drilling to date has outlined three (4) principal gold shoots, including the Upper Shoot (s), the Lower Shoot, the Footwall Shoot and the SW Shoot (formerly Boomerang West), across an approximately 370 m cross-plunge distance. The Lower Shoot, presently the most prominent mineralization shoot of the Boomerang gold system, has so far been delineated from practically surface to a down-plunge depth of approximately 500 m along the fold hinge structure (approximately 345 m vertical depth from surface), and across an approximately 200 m NW-SE lateral distance.

Additional exploration activities on the Kibi Gold Project for the March 2024 quarter included the continuation of ground-proofing work on high-priority exploration targets generated by the recently completed 3D VTEM / TMI inversion models-basedlitho-structural modelling work. With a total of 286 prospecting (grab) samples collected from an extensive auriferous silicified / pyritized siltstone rock float ("boulder") train spatially associated with an interpreted fold-nose structure located approximately 0.5 km southwest of the Boomerang resource expansion target. Integration of the prospecting work results into the project's litho-structural model is currently ongoing, with the aim of defining scout trenching targets to establish the in situ source (s) of the auriferous siltstone rock material.

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

We recognized other income, net, of $1,234,557 in Q1 2024 (Q1 2023 - $1,245,913). The gains in both periods can mostly be attributed to the recovery of gold, and other income, being dividends and interest income. Foreign exchange losses partly offset these gains. We reported gains on our securities portfolio of $92,723 in Q1 2024 as compared to a loss of $20,437 in Q1 2023. During the three-month period ended March 31, 2024, we sold 1,116 fine ounces of gold at an average price of US$2,045 for net proceeds of $1,122,296 (Q1 2023 - 1,491 fine ounces of gold at an average price of US$1,682 for net proceeds of $1,338,420). Gold sales relating to our share of

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gold is not recognized until the risks and rewards of ownership passed to the buyer. These placer gold recovery operations were contracted to local Ghanaian groups. We pay a 5% government royalty on our gold sales. Using local contractors promotes the local economy while avoiding illegal workings on our projects.

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

During the three-month period ended March 31, 2024, our company had a foreign exchange loss of $86,853 (Q1 2023 - loss of $151,108) mostly due to strength 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 weakened with the US dollar strength. In Ghana, the cedi depreciated over 16% against the US dollar in the first three months of 2024 and 40% against the US dollar in 2023.

Our Company recognized a trading and holding gain in Q1 2024 of $92,723 (Q1 2023 - loss of $20,437). Portfolio results in 2023 reflected the pull back in markets. Unrealized gains and losses reflect mark-to-market changes in the investment portfolio during a period. A realized gain is recognized when securities are sold from the investment portfolio, being the difference between the selling price and the purchase price of the security sold. At the time of the sale, any mark-to-market gain or loss which is related to the security sold, previously recognized in unrealized gains and losses, is reversed.

Interest earned and dividends on the investment portfolio assets were $106,391in Q1 2024 (Q1 2023 - $79,038) .

Recent Capital Raising Transactions

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

There were no capital raising transactions in 2024 or 2023.

Liquidity and Capital Resources

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

Cash on hand was increased by $1,292,564 during Q1 2024. Operations provided cash of $1,232,930. Inventory was reduced by $357,996 due to the timing of smelt shipments. Payables were increased by $293,698, mostly due to 2024 accruals for income taxes payable in Ghana related operations, and gold sales related accruals. Other operating expenses were mostly cash neutral. Amounts due to related parties increased by $28,302 in the three-month period ended March 31, 2024, due to the timing of gold sales. Our cash and cash equivalents as at March 31, 2024 were sufficient to pay these liabilities.

Investing activities in 2024 provided $122,606 of cash. Cash of $161,079 was used to purchase investments in 2024 while proceeds from the sale of investments generated $283,685 of cash.

During the period ended March 31, 2024, our Company used $62,972 of cash for financing activities. We repurchased 53,800 of our shares at a cost of $38,586 and cancelled these shares. Also, during the month ended March 31, 2024, the Company repurchased 23,000 of our shares at a cost of $24,386. These shares were reported as shares in treasury at March 31, 2024 and were cancelled in April 2024. Further, during the month ended December 31, 2023, the company repurchased 28,500 of our shares at a cost of $20,744. These shares were reported as shares in treasury at December 31, 2023 and were cancelled in January 2024.

We believe that our company has sufficient working capital to achieve our 2024 operating plan. However, our historical losses raise substantial doubt about our ability to continue as a going concern. Although alluvial gold sales have contributed significantly to the Company, this funding source is nearly depleted and cannot be relied on as a source of future funding.

At March 31, 2024, we had total cash and cash equivalents and restricted cash of $8,743,348 (December 31, 2023 - $7,450,784). Working capital as of March 31, 2024 was $9,492,752 (December 31, 2023 - $8,767,542). In all periods, the increase in working capital mostly reflects the gold recovery and gold inventory on hand.

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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 May 8, 2024, March 31, 2024, December 31, 2023, and December 31, 2022 were as follows:

		May 8, 2024		March 31, 2024		December 31, 2023		December 31, 2022
Common Shares	46,118,917	46,201,217	46,201,217	46,446,917
Warrants		-		-		-		-
Stock Options	2,648,500	2,648,500	2,648,500	2,586,000
Fully diluted	48,767,417	48,849,717	48,849,717	49,032,917

Subsequent to March 31, 2024, 28,500 shares which were purchased in March 2024 were cancelled.

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

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

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

Our fiscal 2024 budget to carry out our plan of operations is approximately $2,350,000 as disclosed in our Plan of Operations section above and in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview". These expenditures are subject to change if management decides to scale back or accelerate operations. We believe that we are adequately capitalized to achieve our operating plan for fiscal 2024. However, our losses raise substantial doubt about our ability to continue as a going concern. Although alluvial gold sales have contributed significantly to the Company, this funding source is nearly depleted and cannot be relied on as a source of future funding.

Going Concern

The Company is in development as an exploration company. It may need financing for its exploration and acquisition activities. Although the Company has incurred a gain of $510,987 for the period ended March 31, 2024, it has an accumulated a deficit of $21,000,339. Results for the period ended March 31, 2024 are not necessarily indicative of future results. The uncertainty of gold recovery and the fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies. The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management of the Company ("Management") is of the opinion that sufficient financing will be obtained from external sources a nd further share issuances will be made to meet the Company's obligations. Alluvial operation have a limited remaining life, so will not be able to contribute cash for longer than about two years. The Company's discretionary exploration activities do have considerable scope for flexibility in terms of the amount and timing of exploration expenditure, and expenditures may be adjusted accordingly if required. These factors raise doubt about the Company's ability to continue as a going concern.

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Related Party Transactions

During the three-month periods ended March 31, 2024 and 2023, the Company entered into the following transactions with related parties:

March 31, 20234

March 31, 2023

Consulting fees paid or accrued to officers or

their companies Directors' fees

$ 264,345

556

$320,529

555

Stock option grants to officers and directors

Stock option grant price range

Of the total consulting fees noted above, $228,301 (March 31, 2023 - $248,081), 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 $114,150 (March 31, 2023 - $124,041) of this amount. As at March 31, 2024, a balance of $180,717 (December 31, 2023 - $152,415) exists to this related company and $Nil remains payable in all years to the related party for expenses earned for work on behalf of the Company.

During 2024 the Company did not grant stock options to insiders. During 2023, the Company granted 62,500 options to insiders at a price of $0.68 (CAD$0.92). A total of $23,750 was included in consulting fees related to these options.

Material Commitments

Mineral Property Commitments

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

• to the Minerals Commission of Ghana for:
  (a) to the Minerals Commission for:
• 1. 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);
  2. 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
  3. annual operating permits;

1. to the Environmental Protection Agency ("EPA") (of Ghana) for:
2. 1. processing and certificate fees with respect to EPA permits;
   2. the issuance of permits before the commencement of any work at a particular concession; or
   3. the posting of a bond in connection with any mining operations undertaken by the Company;
3. for a legal obligation associated with our mineral properties for clean up costs when work programs are completed.

Purchase of Significant Equipment

We consider the availability of equipment to conduct our exploration activities. We made no equipment purchases in the three-month period ended March 31, 2024. In 2023 we purchased one pickup. In 2022 we purchased one pickup and a drill. While we do not expect we will be buying any additional equipment in the foreseeable future, we will continue to assess the situation and weigh our program needs against equipment availability.

Off Balance Sheet Arrangements

Our company has no off balance sheet arrangements.

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Fair value of financial assets and liabilities

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

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

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

The following tables summarize our debt securities, at their fair value, by significant investment categories as of March 31, 2024 and December 31, 2023:

Level 1 - Cash equivalents				March 31, 2024	December 31, 2023
Money market funds					$ 7,089,525	$ 6,738,412
					$ 7,089,525	$ 6,738,412
									Significant
						Quoted Prices		Other			Significant
						in Active		Observable	Unobservable
						Markets		Inputs				Inputs
			March 31, 2024		(Level 1)		(Level 2)				(Level 3)
Cash and cash equivalents		$	8,447,054	$		8,447,054	$				- $	-
Restricted cash			296,322			296,322					-			-
Marketable securities			2,171,556			2,171,556					-			-
Total		$	10,914,932	$		10,914,932	$				- $		-
									Significant
						Quoted Prices			Other				Significant
						in Active		Observable		Unobservable
						Markets			Inputs				Inputs
		December 31, 2023		(Level 1)		(Level 2)			(Level 3)
Cash and cash equivalents	$		7,154,462	$		7,154,462	$			-	$	-
Restricted cash			296,322			296,322					-			-
Marketable securities			2,212,401			2,212,401					-			-
Total	$		9,663,185	$		9,663,185	$			-	$	-

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,

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the valuation of our investment portfolio, and the valuation allowance applied to deferred income taxes. Actual results could differ from those estimates, and would impact future results of operations and cash flows.

Caution Regarding Forward-Looking Statements

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

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

Forward-Looking Statements	Assumptions	Risk Factors
Potential of Xtra-Gold's properties	Availability of financing for our	Changes in the capital markets impacting
to contain economic gold deposits	projects.	availability of future financings.
and other mineral deposits and/or to	Actual results of our exploration,	Uncertainties involved in interpreting
become near-term and/or low-cost
resource goals, metallurgical testing,	geological data and confirming title to
producers
economic studies and development	acquired properties.
	activities will be favourable.	Possibility of future exploration results,
	Operating, exploration and	metallurgical test work, economic studies
	development costs will be consistent	and development activities will not be
	with our expectations.	consistent with our expectations.
	Ability to retain and attract skilled	Variations from the technical reports.
	staff.	Increases in costs, environmental
	All requisite regulatory and	compliance and changes in environmental,
	governmental approvals will be	local legislation and regulation, community
	received on a timely basis on terms	support and the political and economic
	acceptable to Xtra-Gold, including	climate.
	development of any deposit in	Price volatility of gold and other associated
	compliance with Ghanaian mining
	commodities impacting the economics of our
	law.
	projects.
	Social engagement and local
	acceptance of our projects.
	Economic, political and industry
	market conditions will be favourable.
Potential to expand the NI 43-101	Availability of financing.	Changes in the capital markets impacting
resources on Xtra-Gold's existing	Actual results of our exploration,	availability of future financings.
projects and achieve its growth
resource goals, metallurgical testing,	Uncertainties involved in interpreting
targets
economic studies and development	geological data and confirming title to
	activities will be favourable.	acquired properties.
	NI 43-101 technical reports are correct	Possibility of future exploration results,
	and comprehensive.	metallurgical test work, economic studies
	Operating, exploration and	and development activities will not be
	consistent with our expectations.
	development costs will be consistent
	with our expectations.	Variations from the technical reports.