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:	November 2019
Commission File Number	333-183376

Xtra-Gold Resources Corp.
(Translation of registrant’s name into English)

Monte Carlo #7, Bayview 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 [ x ] 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 November 6, 2019, 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, 2019;

• Management’s discussion and analysis of financial conditions and results of operations for the nine months ended September 30, 2019;

- 2 -

• Form 52-109F2 - Certification of interim filings – Full Certification on for the nine months ended September 30 , 2019 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, 2019 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, 2019;
99.2	Management’s discussion and analysis of financial conditions and results of operations for the period ended September 30, 2019;
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: November 6, 2019	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, 2019

(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 Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	1
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2019 and 2018 (unaudited)	2
Condensed Consolidated Statements of Equity (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (unaudited)	4
Notes to the Condensed Consolidated Financial Statements (unaudited)	5

XTRA-GOLD RESOURCES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

AS AT
		Sept. 30, 2019			December 31,
		(Unaudited)			2018
ASSETS
Current
Cash and cash equivalents	$	4,612,143		$	2,564,125
Investment in trading securities, at fair value cost of $685,041 (December 31, 2018 - $795,765) (Note 4)		642,143			471,723
Receivables and other assets		109,297			72,171
Inventory		108,545			150,936
Total current assets		5,472,541			3,258,955
Restricted cash (Note 7)		296,322			296,322
Equipment (Note 5)		442,995			500,877
Mineral properties (Note 6)		734,422			734,422
TOTAL ASSETS	$	6,946,280		$	4,790,576
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities	$	165,646		$	320,184
Warrant liability (Note 8)		22,269			115,793
Asset retirement obligation (Note 7)		171,257			188,228
Total current liabilities		359,172			624,205
Total liabilities		359,172			624,205
Equity
Capital stock (Note 8)
Authorized - 250,000,000 common shares with a par value of $0.001
Issued and outstanding
45,950,617 common shares (December 31, 2018 – 46,245,917 common shares)		45,951			46,246
Additional paid in capital		31,538,785			31,636,385
Accumulated deficit		(24,526,156	)		(26,921,347	)
Total Xtra-Gold Resources Corp. stockholders’ equity		7,058,580			4,761,284
Non-controlling interest		(471,472	)		(594,913	)
Total equity		6,587,108			4,166,371
TOTAL LIABILITIES AND EQUITY	$	6,946,280		$	4,790,576

History and organization of the Company (Note 1)	APPROVED ON BEHALF OF THE BOARD
Continuance of operations (Note 2)
Contingency and commitments (Note 12)
	“James Longshore”	“James Schweitzer”
	Director	Director CONDENSED

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

1

XTRA-GOLD RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars)

(Unaudited)

		Three Month						Nine Month
		Period Ended Sept. 30						Period Ended Sept. 30
		2019			2018			2019			2018
EXPENSES
Amortization	$	36,658		$	36,187		$	105,052		$	100,683
Exploration		109,508			131,026			336,855			382,170
General and administrative		104,911			46,794			237,783			199,855
LOSS BEFORE OTHER ITEMS		(251,077	)		(214,007	)		(679,690	)		(682,708	)
OTHER ITEMS
Foreign exchange (loss) gain		(67,494	)		44,246			63,581			(199,622	)
Net gain (loss) on sales of trading securities		1,234,522			53,528			1,491,462			42,712
Other income		12,133			4,461			33,144			10,325
Recovery of gold		620,612			622,974			1,516,611			2,279,468
Change in fair value warrant derivative liability		4,613			(8,616	)		93,524			(8,616	)
		1,804,386			716,593			3,198,322			2,124,267
Consolidated income (loss) for the period		1,553,309			502,586			2,518,632			1,441,559
Net gain attributable to non-controlling interest		(52,224	)		(58,302	)		(123,441	)		(186,437	)
Net income attributable to Xtra-Gold Resources Corp.	$	1,501,085		$	444,284		$	2,395,191		$	1,255,122
Basic income attributable to common shareholders per common share	$	0.03		$	0.01		$	0.05		$	0.03
Diluted income attributable to common shareholders per common share	$	0.03		$	0.00		$	0.05		$	0.03
Basic weighted average number of common shares outstanding		46,041,247			46,701,808			46,177,694			47,288,838
Diluted weighted average number of common shares outstanding		49,906,247			50,566,808			50,042,694			51,153,838

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

2

XTRA-GOLD RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Expressed in U.S. Dollars)

(Unaudited)

	Common Stock
							Additional								Non-
	Number						Paid in			Accumulated			Shares in		Controlling
	of Shares			Amount			Capital			Deficit			Treasury		Interest			Total
Balance, December 31, 2017	47,782,417		$	47,782		$	31,892,397		$	(28,227,530	)	$	—	$	(828,024	)	$	2,884,625
Stock-based compensation	—			—			7,762			—			—		—			7,762
Repurchase of shares	(1,140,500	)		(1,140	)		(215,092	)		—			—		—			(216,232	)
Income for the period	—			—			—			1,255,122			—		186,437			1,441,559
Balance, September 30, 2018	46,641,917			46,642			31,685,067			(26,972,408	)		—		(641,587	)		4,117,714
Repurchase of shares	(396,000	)		(396	)		(74,357	)		—			—		—			(74,753	)
Stock-based compensation	—			—			25,675			—			—		—			25,675
Income for the period	—			—			—			51,061			—		46,674			97,735
Balance, December 31, 2018	46,245,917			46,246			31,636,385			(26,921,347	)		—		(594,913	)		4,166,371
Stock-based compensation	—			—			(12,806	)		—			—		—			(12,806	)
Repurchase of shares	(295,300	)		(295	)		(84,794	)		—			—		—			(85,089	)
Shares in treasury	—			—			—			—			—		—			—
Income for the period	—			—			—			2,395,191			—		123,441			2,518,632
Balance, September 30, 2019	45,950,617		$	45,951		$	31,538,785		$	(24,526,156	)	$	—	$	(471,472	)	$	6,946,280

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

3

XTRA-GOLD RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(Unaudited)

		Nine Month			Nine Month
		Period Ended			Period Ended
		Sept. 30, 2019			Sept. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) for the period	$	2,518,632		$	1,441,559
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization		105,052			100,683
Change in asset retirement obligation		(16,971	)		(23,144	)
Stock-based compensation		(12,806	)		7,762
Change in fair value warrant derivative liability		(93,524	)		8,616
Unrealized foreign exchange gain		(103,640	)		18,279
Purchase of trading securities		(479,051	)		(291,814	)
Proceeds on sale of trading securities		1,903,320			264,679
Net gain on sales of trading securities		(1,491,462	)		(42,712	)
Changes in non-cash working capital items:
Increase in receivables and other assets		(37,126	)		1,780
Decrease (increase) in inventory		42,391			50,170
Increase (decrease) in accounts payable and accrued liabilities		(154,538	)		304,212
Net cash provided (used) in operating activities		2,108,277			1,840,070
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		(47,170	)		(87,387	)
Net cash used in investing activities		(47,170	)		(87,387	)
CASH FLOWS FROM FINANCING ACTIVITIES					-
Repurchase of capital stock		(85,089	)		(216,232	)
Net cash used in financing activities		(85,089	)		(216,232	)
Change in cash and cash equivalents during the period		2,048,018			1,536,451
Cash and cash equivalents, beginning of the year		2,860,447			1,610,974
Cash and cash equivalents, end of the period	$	4,908,465		$	3,147,425

Supplemental disclosure with respect to cash flows (Note 10)

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

4

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

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. 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
	The Company is in the early stages of development and as is common with any exploration company, it raises financing for its exploration and acquisition activities. Although the Company has incurred a gain of $2,395,191 for the period ended September 30, 2019, it has an accumulated a deficit of $24,526,156. Results for the period ended September 30, 2019 are not necessarily indicative of future results. However, these losses raise 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 that might be necessary if the Company is unable to continue as a going concern.
	Management of the Company (“Management”) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Company’s obligations. At period ended September 30, 2019, the Company has working capital of $5,113,369. While sufficient to fund the required exploration programs for a period greater than 12 months, the Company does not have a demonstrably viable business to provide future funds. 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, 2018, included in our Annual Report on Form 20-F, filed with the SEC on March 28, 2019. 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 unaudited condensed 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.

5

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

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.

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, 2019 and December 31, 2018, cash and cash equivalents consisted of cash and high-quality money market investments 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, 2019 and December 31, 2018, 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. 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.

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.

6

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

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:

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.

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 fair 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. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost).

Stock-based compensation

The Company accounts for stock-based compensation under the provisions of ASC 718, “Compensation-Stock Compensation”. Under the fair value recognition provisions, stock-based compensation expense is measured at the grant date for all stock-based awards to employees and directors and is recognized as an expense over the requisite service period, which is generally the vesting period. The Black-Scholes option valuation model is used to calculate fair value.

The Company accounts for stock compensation arrangements with non-employees in accordance with ASC 505 which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. Non-employee stock-based compensation charges are amortized over the vesting period on a straight-line basis. For stock options granted to non-employees, the fair value of the stock options is estimated using a Black-Scholes valuation model.

7

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

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.

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, 2019 and September 30, 2018, there were 1,250,000 warrants and 2,615,000 stock options outstanding. For the three-month period ending September 30, 2019, the fully diluted weighted average shares outstanding would increase to 49,906,247 (September 30, 2018 – 50,566,808) from the basic weighted average shares outstanding of 46,041,247 (September 30, 2018 – 46,701,808). This increase did not change the income per share from the basic income per share number.

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

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosure about fair value measurements.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

8

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Investments in trading securities are classified as held for trading, with unrealized gains and losses being recognized in income.

The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset.

							Significant
					Quoted Prices		Other		Significant
					in Active		Observable		Unobservable
		September 30,			Markets		Inputs		Inputs
		2019			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	4,612,143		$	3,327,110	$	—	$	—
Restricted cash		296,322			296,322		—		—
Investment in trading securities		642,556			512,649		—		—
Warrant liability		(22,269	)		—		—		(22,269	)
Total	$	5,528,752		$	5,551,021	$	—	$	(22,269	)

							Significant
					Quoted Prices		Other	Significant
					in Active		Observable	Unobservable
		December 31,			Markets		Inputs	Inputs
		2018			(Level 1)		(Level 2)	(Level 3)
Cash and cash equivalents	$	2,564,125		$	2,564,125	$	— $	—
Restricted cash		296,322			296,322		—	—
Investment in trading securities		471,723			471,723		—	—
Warrant liability		(115,793	)		—		—	(115,793	)
Total	$	3,216,377		$	3,332,170	$	— $	(115,793	)

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 is determined through the Black Scholes valuation model.

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, 2019, the Company held $2,517,820 (December 31, 2018 - $1,684,369) in low risk 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.

9

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

Recent accounting pronouncements

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for us in the first quarter of fiscal 2019. This change did not have a material effect on our consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern, which requires management of an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued. This update is effective for annual periods ending after December 15, 2016. The adoption of this standard did not have a material effect on our consolidated financial statements.

In July 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments. ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Any current period adjustments to provisional amounts that would have impacted a prior period’s earnings had they been recognized at the acquisition date are required to be presented separately on the face of the income statement or disclosed in the notes. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. Therefore, the amendments in ASU 2015-16 will become effective for us as of the beginning of our 2017 fiscal year. The adoption of this guidance will not have a material effect upon our financial condition or results of operations.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740), which requires that all deferred income tax assets and liabilities be presented as noncurrent in the balance sheet. The pronouncement is effective for financial statements issued for annual periods beginning after December 15, 2018 with early application permitted. The adoption of this guidance is not expected to have a material effect on our consolidated financial statements.

In November 2016, the FASB issued ASC Update No. 2016-18 (Topic 230) Statement of Cash Flows – Restricted Cash (a consensus of the FASB Emerging Issues Task Force). The amendments in this update require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Current GAAP does not include specific guidance on the cash flow classification and presentation of changes in restricted cash. The updated guidance is effective for interim and annual periods beginning after December 15, 2017 and is required to be applied using a retrospective transition method to each period presented. The Company implemented this guidance effective January 1, 2018. Implementing this guidance did not have an effect on the Company’s statement of cash flows, as restricted cash, if any, has already been included in total cash and cash equivalents.

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Furthermore, equity investments without readily determinable fair values are to be assessed for impairment using a quantitative approach. The amendments in ASU 2016-01 should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The amendments in ASU 2016-01 will become effective for us as of the beginning of our 2019 fiscal year. The adoption of this guidance is not expected to have a material effect upon our consolidated financial condition or results of operations.

10

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

On February 24, 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and the Company expects to adopt the guidance using the optional transition method provided in ASC Update No. 2018-11. The Company is continuing to evaluate the impact of the adoption of ASC Update No. 2016-02 on its results of operations. It is expected that assets and liabilities will increase based on the present value of remaining lease payments for leases in place at the adoption date; however, the effect is not expected to be significant to the Company’s financial position.

On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects related to the accounting and presentation of share-based payments. The amendments require entities to record all tax effects related to share-based payments at settlement or expiration through the income statement and the windfall tax benefit to be recorded when it arises, subject to normal valuation allowance considerations. All tax-related cash flows resulting from share-based payments are required to be reported as operating activities in the statement of cash flows. The updates relating to the income tax effects of the share-based payments including the cash flow presentation must be adopted either prospectively or retrospectively. Further, the amendments allow the entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur. If an election is made, the change to recognize forfeitures as they occur must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to opening retained earnings. The adoption of this standard will not have a material effect upon our financial condition or results of operations.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this standard will not have a material effect upon our financial condition or results of operations.

4.	INVESTMENTS IN TRADING SECURITIES
	At June 30, 2019, the Company held investments classified as trading securities, which consisted of various equity securities. All trading securities are carried at fair value. As of September 30, 2019, the fair value of trading securities was $642,556 (December 31, 2018 – $471,723).

		September 30, 2019			December 31, 2018
Investments in trading securities at cost	$	685,041		$	795,765
Unrealized losses		(42,485	)		(324,042	)
Investments in trading securities at fair market value	$	642,556		$	471,723

11

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

5. EQUIPMENT

		September 30, 2019
				Accumulated		Net Book
		Cost		Amortization		Value
Furniture and equipment	$	—	$	—	$	—
Computer equipment		—		—		—
Exploration equipment		1,805,789		1,443,927		361,862
Vehicles		456,784		375,651		81,133
	$	2,262,573	$	1,819,578	$	442,995

The company expensed $105,052 for amortization in the nine months ended September 30, 2019.

		December 31, 2018
				Accumulated		Net Book
		Cost		Amortization		Value
Furniture and equipment	$	—	$	—	$	—
Computer equipment		—		—		—
Exploration equipment		1,758,619		1,366,087		392,532
Vehicles		456,784		348,439		108,345
	$	2,215,403	$	1,714,526	$	500,877

	The company expensed $138,304 for amortization in 2018 (nine months to September 30, 2018 - $100,683).
6.	MINERAL PROPERTIES

		September 30,			December 31,
		2019			2018
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

Kibi, Kwabeng and Pameng Projects

The Company holds an individual mining lease over the lease area of each of the Kibi Project, the Kwabeng Project and the Pameng Project, all of which are located in Ghana. The mining leases for the Kwabeng and Pameng Projects grant the Company mining rights to produce gold in the respective lease areas until 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 September 30, 2019, nor the year ended December 31, 2018. As these extensions generally take years for the regulatory review to be completed, the Company is not yet in receipt of the extension approval. However, until the Company receives the extension documents, the old lease remains in force under the mineral laws. The extension is in accordance with the terms of application and payment of fees to the Minerals Commission of Ghana (“Mincom”). All gold production will be subject to a production royalty of the net smelter returns (“NSR”) payable to the Government of Ghana.

12

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

	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. Subsequent to the year ended December 31, 2010, the Government of Ghana granted two mining leases for these Projects dated January 6, 2011. 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¢260.00 (USD$167) for the Banso Project and GH¢280.00 (USD$180) 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 to the Government of Ghana. The Company has filed for the necessary permits to commence work on the project. The permits were approved and work has commenced on the properties.
	The Company executed a letter of intent (“LOI”) with Buccaneer Gold Corp. (“Buccaneer”), formerly Verbina Resources Inc., a company related by two directors in common, on July 21, 2010 whereby Buccaneer could acquire an undivided 55% interest in the Company’s interest in the mineral rights of the Company’s Banso and Muoso concessions (“Concessions”). On January 21, 2011, the terms of the agreement were amended.
	On November 22, 2016, the Company announced that Buccaneer had abandoned its rights in respect of the Concessions.
	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) an extension of an expiry date of a prospecting license (currently $15,000 for each occurrence); (ii) a grant of a mining lease (currently $100,000); (iii) an extension of a mining lease (currently $100,000); (iv) annual operating permits; and (v) the conversion of a reconnaissance license to a prospecting license (currently $20,000); (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; and (d) an aggregate of less than $500 in connection with annual ground rent and mining permits to enter upon and gain access to the areas covered by the Company’s mining leases and future reconnaissance and prospecting licenses and such other financial commitments arising out of any approved exploration programs in connection therewith.
7.	ASSET RETIREMENT OBLIGATION

		September 30,			December 31,
		2019			2018
Balance, beginning of year	$	188,228		$	205,201
Change in obligation		(16,971	)		(16,973	)
Accretion expense		—			—
Balance, end of period	$	171,257		$	188,228

The Company has a legal obligation associated with its mineral properties for clean up costs when work programs are completed.

The undiscounted amount of cash flows, required over the estimated reserve life of the underlying assets, to settle the obligation, adjusted for inflation, is estimated at $171,257 (December 31, 2018 - $188,228). During 2019 and 2018, 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 13 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.

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

8.	CAPITAL STOCK Issuances of shares
	The Company did not issue shares during the nine-month period ended September 30, 2019, nor the year ended December 31, 2018.
	During the year ended December 31, 2017, the Company issued 162,000 shares at CAD$0.15 per share for proceeds of CAD$24,300 ($18,560) on exercise of stock options.
	During the year ended December 31, 2016, the Company issued 2,500,000 units at CAD$0.40 per unit for proceeds of $693,728 net of costs. Each unit was comprised of one common share and one half of one common share purchase warrant. Each full purchase warrant was convertible into one common share of the Company at a price of CAD$0.65 for a period of 15 months from closing. In August 2018, the maturity term on these warrants was extended to February 25, 2020 and the exercise price was maintained at CAD$0.50. The Company reported an expense of $11,147 related to the extension of the warrants, using the Black-Scholes valuation method. The Company also issued 147,000 finders warrants with this financing. Each finders warrant was convertible into one common share of the Company at a price of CAD$0.65 for a period of 15 months from closing. The finder warrants expired unexercised.
	Cancellation of shares
	During the nine-month period ended September 30, 2019, 295,300 common shares were re-purchased for $85,089. The shares were cancelled during the period ending September 30, 2019.
	During the year ended December 31, 2018, a total of 1,536,500 common shares were re-purchased for $290,985 and cancelled.
	During the year ended December 31, 2017, a total of 554,000 common shares were re-purchased for $100,239 and cancelled.
	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 10 years.
	The TSX’s rules relating to security-based compensation arrangements require that every three years after the institution of a security-based compensation arrangement which does not have a fixed maximum aggregate of securities issuable, all unallocated options must be approved by a majority of the Company’s directors and by the Company’s shareholders. The Board approved all unallocated options under the Option Plan on March 28, 2017 which was approved by the Company’s shareholders at the annual and special meeting held on May 17, 2017.
	At September 30, 2019, the following stock options were outstanding:

14

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

Number of	Exercise	Expiry Date
Options	Price
54,000	CAD$0.50	June 1, 2020
63,000	CDN$0.15	June 1, 2020
48,000	CDN$0.225	June 1, 2020
90,000	CDN$0.50	July 1, 2020
150,000	CDN$0.30	November 1, 2020
30,000	CDN$0.50	March 1, 2021
100,000	CDN$0.225	March 1, 2021
108,000	CDN$0.15	June 10, 2021
125,000	CDN$0.65	July 25, 2021
125,000	CDN$0.27	July 1, 2022
382,000	CDN$0.15	December 31, 2022
690,000	CDN$0.30	July 1, 2023
250,000	CDN$0.20	October 8, 2025
400,000	CDN$0.40	May 5, 2026

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

	September 30, 2019			December 31, 2018
			Weighted			Weighted
	Number of		Average	Number of		Average
	Options		Exercise	Options		Exercise
			Price			Price
Outstanding, beginning of year	2,615,000	$	0.23	2,615,000	$	0.23
Granted	—		—	—		—
Exercised	—		—	—		—
Cancelled/Expired	—		—	—		—
Outstanding, end of period	2,615,000	$	0.23	2,615,000	$	0.23
Exercisable, end of period	2,615,500	$	0.23	2,615,500	$	0.23

The aggregate intrinsic value for options vested and for total options as of September 30, 2019 is approximately $359,820 (December 31, 2018 - $280,232). The weighted average contractual term of stock options outstanding and exercisable as at September 30, 2019 is 4.3 years (December 31, 2018 – 5.0 years).

No stock options were granted, vested, or modified during the nine-month period ended September 30, 2019. The fair value of stock options granted, vested, and modified during the year ended December 31, 2018 was $33,437, (nine-month period ended September 30, 2018 - $7,762). All amounts were included in general and administrative expense.

The following assumptions were used for the Black-Scholes valuation of stock options amended during the years ended December 31, 2018:

	2018
Risk-free interest rate	1.75%
Expected life	1.8 to 2.6 years
Annualized volatility	73%
Dividend rate	—

15

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

Warrants

At September 30, 2019, the following warrants were outstanding:

Number of Warrants	Exercise Price	Expiry Date
1,250,000	CAD$0.50	February 25, 2020

Warrant transactions and the number of warrants outstanding are summarized as follows:

	2019		2018
Balance, beginning of period	1,250,000	CAD$0.50	1,250,000	CAD$0.50
Issued	—		—
Exercised	—		—
Expired	—		—
Balance, end of period	1,250,000	CAD$0.50	1,250,000	CAD$0.50

	Under US GAAP when the strike price of the warrants is denominated in a currency other than an entity's functional currency, the warrants would not be considered indexed to the entity’s own stock, and would consequently be considered to be a derivative liability. The common share purchase warrants described above are denominated in CAD dollars and the Company’s functional currency is the US dollar. As a result, the Company determined that these warrants are not considered indexed to the Company’s own stock and characterized the fair value of these warrants as derivative liabilities upon issuance. The derivative will be subsequently marked to market through income.
	The Company determined that the fair value of the warrant liability using the Black-Scholes Options Pricing Model at May 25, 2016 to be $70,712. In August 2017, the Company extended the term of the non-broker warrants until August 25, 2018 and decreased the strike price of the warrants to CAD$0.50. The Company determined that the warrant extension created a fair value of the warrant liability using the Black-Scholes Options Pricing Model at August 25, 2017 of $17,112.
	The Company recorded the full value of the derivative as a liability at issuance and recognized the amount as financing expense in the consolidated statement of operations. In August 2017, a further charge was recognized when the non-broker warrants were extended and the strike price was changed. At December 31, 2017, December 31, 2016, and December 31, 2015, the fair value adjustment was recognized in the consolidated statement of operations.
	In August 2018, the Company extended the term of the warrants until February 25, 2020, leaving the strike price unchanged. The Company determined that the warrant extension created a fair value of the warrant liability using the Black-Scholes Options Pricing Model at August 25, 2018 of $11,147. This value was recognized as an expense in the period incurred.
	The fair value of the warrants estimated at September 30, 2019 using the Black-Scholes Options Pricing Model was $22,269. (December 31, 2018 - $115,793).
9.	RELATED PARTY TRANSACTIONS
	During the nine-month periods ended September 30, 2019 and September 30, 2018, the Company entered into the following transactions with related parties:

		September 30, 2019		September 30, 2018
Consulting fees paid or accrued to officers or their companies	$	572,474	$	669,943
Directors’ fees		1,693		1,747

16

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

Of the total consulting fees noted above, $352,232 (September 30, 2018 - $442,551) 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 $176,116 (September 30, 2018 - $221,276) of this amount. As at September 30, 2019, $1,202 (December 31, 2018 - $53,632) remains payable to this related company and $3,800 (December 31, 2018 - $3,800) remains payable to the related party for expenses earned for work on behalf of the Company.

10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

		September 30,		December 31,
		2019		2018
Cash paid during the period for:
Interest	$	—	$	—
Income taxes	$	89,074	$	—

	There were no significant non-cash transactions during the nine-month period ended September 30, 2019, nor the year ended December 31, 2018. The Company paid tax related to income taxes. However, these taxes paid had been accrued in a prior period.
11.	SEGMENTED INFORMATION
	The Company has one reportable segment, being the exploration and development of resource properties.
	Geographic information is as follows:

		September 30,		December 31,
		2019		2018
Cash and restricted cash:
Canada	$	3,806,221	$	1,708,013
Ghana		1,102,244		1,152,434
Total cash and restricted cash		4,908,465		2,860,447
Capital assets
Canada		—		—
Ghana		1,177,417		1,235,299
Total capital assets		1, 177,417		1,235,299
Total	$	6,085,882	$	2,216,508

Nine months ended		Sept. 30, 2019		Sept. 30, 2018
Net (loss) profit:
Canada	$	1,284,222	$	(422,813	)
Ghana		1,110,969		1,677,935
Total	$	2,395,191	$	1,255,122

12.	CONTINGENCY AND COMMITMENTS
	The Government of Ghana initially required an environmental bond of $385,000 for the Banso permit and $327,000 for the Muoso permit. The Company has submitted a request for a reduction of these fees to the government and is awaiting a response.
	The Company is a party to two pending lawsuits. The first lawsuit claims mining activities of the Company are illegal and cause substantial environmental damage to the community. The second lawsuit claims that all leases issued to mining companies in Ghana violate the Ghana Constitution and are therefore illegal. The Company will defend itself in each of these lawsuits.

17

XTRA-GOLD RESOURCES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

September 30, 2019

(Unaudited)

13.	SUBSEQUENT EVENT NOTE
	Subsequent to September 30, 2019, the Company purchased 31,500 shares for $12,224. These shares will be cancelled in the ordinary course of business.

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 three months and nine months ended September 30, 2019 and 2018 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, 2018, 2017 and 2016 and our annual report on Form 20-F, can be viewed on SEDAR at www.sedar.com 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 Nine-Month Period Ended September 30, 2019 and subsequent

During the nine-month period ended September 30, 2019:

• in connection with our gold recovery operations, we produced 2,631 ounces of raw gold. We sold 2,431 fine ounces of gold at an average price of US$1,338 per ounce.
• cash proceeds from the sale of securities exceeded cash used to purchase securities by $1.4 million. One security with nominal market value at June 30, 2019 was sold for $1.2 million.
• cash on hand increased to $4.6 million from $2.6 million at December 31, 2018.

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.

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.

- 2 -

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 2 – Zone 3 early stage gold shoots / discoveries 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 6,000 metres, at an estimated cost of $300,000, to be implemented utilizing the Company’s in-house operated drill rig; consisting of a combination of follow-up drilling of early stage gold shoots / discoveries within the Zone 2 – Zone 3 maiden mineral resource footprint area, including the completion of the South Ridge gold deposit resource expansion drilling program initiated in February 2018, 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 $200,000 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 2018. 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 2019 budget to carry out our plan of operations is approximately $900,000 as follows and as disclosed in our 20-F annual report under Item 4.B – Information on Xtra-Gold – Business Overview:

Soil sampling / trenching	$	200,000
Drilling		300,000
Administration		300,000
Stock-based compensation (non-cash)		100,000
TOTAL	$	900,000

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

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Our company has historically relied on 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 2018, we will require additional capital to implement our plan of operations. We anticipate that these funds primarily will be raised through equity and debt financing or from other available sources of financing. If we raise additional funds through the issuance of equity or convertible debt securities, it may result in the dilution in the equity ownership of investors in our common stock. There can be no assurance that additional financing will be available upon acceptable terms, if at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to take advantage of prospective new opportunities or acquisitions, which could significantly and materially restrict our operations, or we may be forced to discontinue our current projects.

Trends

Gold prices on September 30, 2019 were $1,485 per ounce, above the Q3 2019 average of $1,474 per ounce. Geopolitical risk continued to push gold prices up, with a high for the period of $1,546 reached July 30. The low for Q3 2019 of $1,389 occurred in July. We continue to see positive indicators for gold prices in the future.

Comments from the World Economic Forum in Davos indicated concern that growth in the U.S. and Europe is not sustainable. Tightening by central banks could complicate efforts to sustain growth. Some commodity analysts believe that these economic conditions are very positive for the gold market.

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 nine-month period ended September 30, 2019, and the years ended December 31, 2018 and December 31, 2017 are as follows:

		2019		2018		2017
High	$	1,546	$	1,355	$	1,346
Low		1,270		1,178		1,151
Average		1,363		1,268		1,257

The tone for the precious metals market in the near future will depend on the U.S. dollar strength. The US Federal Reserve has recently expressed a neutral stance to increase rates. The focus going forward 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 wobble in the US economy could interfere with the rate increases and create uncertainty about the US economy, which would be good for gold prices.

Overall, a lower U.S. dollar should lead to higher costs in U.S. dollar terms to identify and explore for gold but could be more than offset by higher gold prices, resulting in greater interest in gold exploration companies. Conversely, if the U.S. dollar strengthens further, interest in the gold exploration sector could be reduced.

Summary of the last five fiscal years ending December 31

	2018	2017	2016	2015	2014
	$	$	$	$	$
Operating revenues	Nil	Nil	Nil	Nil	Nil
Consolidated gain (loss) for the period	1,539,294	453,932	(467,711)	(391,723)	(687,057)
Net loss (gain) attributable to non-controlling interest	(233,111)	(98,077)	(13,173)	(35,642)	(6,842)
Net gain (loss)    Xtra-Gold Resources Corp.	1,306,183	355,855	(480,884)	(427,365)	(693,899)
Basic and diluted income (loss) attributable to common shareholders per common share	0.03	0.01	(0.01)	(0.01)	(0.02)
Total current assets	3,258,955	1,825,775	1,593,038	1,049,334	1,124,733

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Total assets	4,790,576	3,328,082	2,895,984	2,491,603	2,713,212
Total current liabilities	624,205	443,457	486,613	391,750	327,193
Total liabilities	624,205	443,457	486,613	391,750	327,193
Working capital	2,634,750	1,382,318	1,106,425	657,584	797,540
Capital stock	46,246	47,782	48,174	45,622	45,811
Total equity	4,166,371	2,884,625	2,409,371	2,099,853	2,386,019
Total Xtra-Gold Resources Corp. stockholders’ equity	4,761,284	3,712,649	3,335,472	3,039,127	3,360,935
Dividends declared per share	Nil	Nil	Nil	Nil	Nil
Basic weighted average number of common shares outstanding	47,089,027	47,948,596	47,256,630	45,721,507	45,996,481
Basic and diluted weighted average number of common shares outstanding	49,405,027	51,339,216	n/a	n/a	n/a

Summary of Quarterly Results

Three Months Ended				Basic and Diluted Income
		Net Income (Loss)		(Loss) Per Share
September 30, 2019	$	1,501,085	$	0.03
June 30, 2019		513,774		0.01
March 31, 2019		380,332		0.01
December 31, 2018		51,061		0.00
September 30, 2018		444,284		0.01
June 30, 2018		216,909		0.00
March 31, 2018		593,929		0.01
December 31, 2017		177,977		(0.00	)

Results of Operations for the Three Months Ended September 30, 2019 as Compared to the Three Months Ended September 30, 2018

Our company’s net gain for the three months ended September 30, 2019 was $1,501,085 as compared to a net gain of $444,284 for the three months ended September 30, 2018, an improvement of $1,056,801. The September 2019 quarter results were positively affected by the sale of an investment and by the effect of increased gold prices on the recovery of gold.

Our company’s basic and diluted net gain per share for the three months ended September 30, 2019 was $0.03 compared to a net gain of $0.01 per share for the three months ended September 30, 2018. The weighted average number of shares outstanding was 46,041,247 at September 30, 2019 compared to 46,701,808 for the three months ended September 30, 2018. The decrease in the weighted average number of shares outstanding can be attributed to the repurchase of shares during 2019 and 2018. The 49,906,247 weighted average fully diluted shares outstanding for the three months ended September 30, 2019 (September 30, 2018 – 50,566,808) did not materially affect the earnings per share in either period.

We incurred expenses of $251,077 in the three months ended September 30, 2019 as compared to $214,007 in the three months ended September 30, 2018, an increase of $37,070. Amortization for the three months ended September 30, 2019 was $36,658, in line with the $36,187 for the three months ended September 30, 2018. A new drill and a truck were added late in the June 30, 2017 quarter. One additional truck and a generator were added in 2018. In 2019, a trommel was purchased. General and administrative (“G&A”) expenses were $104,911 in the three months ended September 30, 2019 as compared to $46,794 in the three months ended September 30, 2018, an increase of $58,117. Marketing expenses of $28,191 in Q3 2019 reflect efforts to increase the Company profile with investors. Legal and audit fees of $24,514 in the 2019 quarter reflect allowances mostly for year end audit work. Exploration costs decreased by $21,518 to $109,508 as compared to $131,026 for the three months ended September 30, 2018. Owning our own drill has decreased drilling costs substantially as compared to using contract drilling. All exploration costs were expensed in the periods.

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Although the US dollar weakened a bit in the quarter, in general the stronger US dollar as compared to the Ghanaian cedi and Canadian dollar resulted in reduced reported exploration and general and administrative expenses, partly offset by increased foreign exchange costs.

Exploration activities for the September 2019 quarter focussed on the Kibi Gold Project with exploration efforts geared towards the continued advancement of grassroots gold targets across the Apapam concession. Eight (8) diamond core boreholes totalling 851 metres were completed during the present quarter by the company’s in-house drilling crew on the high-priority Akwadum South (“Zone 7”) gold gold-in-soil anomaly located at the southeastern extremity of the Apapam concession; with the present work ending the Akwadum South scout drill program. A total of 10 boreholes (1,186 metres) ranging in depth from 73 metres to 190 metres were completed from late May to mid-September 2019. The scout drilling program was designed to test an approximately 1,000 metre strike-length of the Akwadum South gold target and to further define the litho-structural setting of the gold mineralization. Final compilation of the geological and assay result data is currently in progress.

The Akwadum South target is characterized by an approximately 1,200 m by 100 m to 400 m wide, NE-trending gold-in-soil anomaly spatially associated with a volcaniclastic rock package exhibiting widespread silica alteration, quartz veining and sulphide mineralization. Of the 157 soil geochemistry samples collected from the Akwadum South gold-in-soil trend: 11 yielded less than 25 parts per billion (“ppb”) gold; 89 returned gold values from 25 ppb to 100 ppb; 50 between 100 ppb to 300 ppb gold; and 7 samples yielded values over 300 ppb gold, including maximum gold values of 444 ppb and 725 ppb.

In early September, also in relation to our Kibi Gold Project, Tect Geological Consulting of West Somerset, South Africa (“Tect”) conducted a structural analysis / interpretation of the Cobra Creek gold zone located at the northeast extremity of the Apapam concession. The study encompassing structural mapping and drill core observations, in combination with compilation of existing surface sampling and geophysical data, was designed to further define the structural controls of the gold mineralization and provide high-priority exploration targets to help guide future drilling campaigns on the Cobra Creek gold zone. The Company received the final product of the Tect structural study in late September and study result compilation is currently ongoing.

Xtra-Gold completed 2,639 metres of drilling comprised of 43 diamond core holes on the Cobra Creek gold zone in 2016. Initial drilling efforts yielded some very exploration significant high-grade mineralized intercepts, including highlights of 4.5 metres grading 10.9 grams per tonne (“g/t’) gold and 5.2 metres grading 9.51 g/t gold (see the Company’s news release of October 19, 2016).

In late September, the Company mobilized its diamond drill rig to Zone 2 of the Kibi Gold Project to recommence mineral resource expansion drilling; with drilling designed to test prospective litho-structural gold settings yielded by the recently completed 3-D geological modelling of the Zone 2 – Zone 3 mineral resource footprint area by Goldspot Discoveries Inc. Drilling efforts will initially target the potential southeast extension of the South Ridge gold deposit.

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

We reported a gain of $1,804,386 related to other items for the three months ended September 30, 2019 compared to a gain of $716,593 for the three months ended September 30, 2018. Our gold recovery receipts were steady during the comparable periods. We posted gains from trading securities during Q3 2019 of $1,234,522, mostly from the sale of one security.

During the three months ended September 30, 2019, we sold 794 ounces of fine gold from our gold recovery operations compared to 1,191 ounces of fine gold from our share of the placer gold operations received during the three months ended September 30, 2018. Our gold receipts, after royalties, during the three months ended September 30, 2019, generated a gain on gold recovery of $620,612 (September 30, 2018 – gain of $622,974). We recovered 888 raw ounces of gold during Q3 2019 (Q3 2018 – 961 raw ounces). 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 months ended September 30, 2019, our company had a foreign exchange loss of $67,494 compared to a gain of $44,246 in the three months ended September 30, 2018. A significant amount of assets are held in either Canadian dollars or Ghanaian cedis. A significant amount of expense is incurred in Ghanaian cedis. As a result, when the U.S. dollar strengthens during the quarter against the Canadian dollar and Ghanaian cedi, a foreign exchange expense results.

Our company recognized a trading and holding gain of $1,234,522 on the sale of securities in the three months ended September 30, 2019 compared to a gain of $53,528 from trading and holding securities in the three months ended September 30, 2018. 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.

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Embedded derivatives resulted from issuing Canadian denominated warrants in the May 2016 financing. Because the Company's functional currency is the US dollar, Canadian denominated warrants must be considered expense items and reported on a mark-to-market basis. During the three months ended September 30, 2018 the term of these warrants was extended to February 2020.

Results of Operations for the Nine Months Ended September 30, 2019 as Compared to the Nine Months Ended September 30, 2018

Our company’s net gain for the nine months ended September 30, 2019 was $2,395,191 as compared to a net gain of $1,255,122 for the nine months ended September 30, 2018, an improvement of $1,140,069. The sale of investments created most of the comparative gain. Reduced exploration expenses resulting from using our own drill were mostly offset by increased general and administration expense, which reflected increased efforts to market the Company to investors.

Our company’s basic and diluted net gain per share for the nine months ended September 30, 2019 was $0.05 compared to a net gain of $0.03 per share for the nine months ended September 30, 2018. The weighted average number of shares outstanding was 46,177,694 for the nine months ended September 30, 2018 compared to 47,288,838 for the nine months ended September 30, 2018. The decrease in the weighted average number of shares outstanding can be attributed to the repurchase of shares over 2019 and 2018. The fully diluted weighted average number of shares outstanding was 50,042,694 for the nine months ended September 30, 2019 compared to 51,153,838 for the nine months ended September 30, 2018. The fully diluted share positions did not materially affect the earning per share in either period.

Expenses of $679,690 in the nine months ended September 30, 2019 as compared to $682,708 in the nine months ended September 30, 2018 were unchanged. Reduced exploration expense in 2019 were mostly offset by increased marketing efforts.

We reported a gain of $3,198,322 related to other items for the nine months ended September 30, 2019 compared to a gain of $2,124,267 for the nine months ended September 30, 2018. While gold recovery in 2019 was down compared to 2018, gains on investments improved on the appreciation and sale of one security in Q3 2019. Foreign exchange gains reflect Canadian and Ghanaian expenses and holdings translated into US dollars. The warrants derivative liability reflects the mark to market value of the warrants, because they are not issued in US dollars.

During the nine months ended September 30, 2019, we sold 2,431 ounces of fine gold from our gold recovery operations compared to 3,479 ounces of fine gold sold during the nine months ended September 30, 2018.

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 2019 nor in 2018.

During 2017, the Company issued 162,000 shares at CAD$0.15 per share for cash proceeds of $18,560 on the exercise of stock options.

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 $2,048,018 during the first nine months of 2019. Operations generated the cash increase, mostly from gold recovery and trading results. Cash of $479,051 was used to purchase investments and we received $1,903,320 on the sale of investments. Other operating expenses were mostly cash neutral.

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The company repurchased 295,300 shares during 2019 at a cost of $85,089, which were cancelled in the period ended September 30, 2019. During the year ended December 31, 2018, our company repurchased 1,536,500 of our shares at a cost of $290,985 and cancelled these shares.

Accounts payable and accrued liabilities were reduced to $165,646 from $320,184 at December 31, 2018. Our cash and cash equivalents as at September 30, 2019 were sufficient to pay these liabilities. We believe that our company has sufficient working capital to achieve our 2019 operating plan. However, our historical losses raise substantial doubt about our ability to continue as a going concern. Our auditors have issued an explanatory paragraph in their audit opinion for the year end December 31, 2018.

At September 30, 2019, we had total cash and cash equivalents and restricted cash of $4,908,465 (December 31, 2018 - $2,860,447). Working capital as of September 30, 2019 was $5,113,369 (December 31, 2018 - $2,634,750). The increase in working capital mostly reflects the revenue from gold recovery and trading results.

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 November 06, 2019, September 30, 2019, and December 31, 2018 were as follows:

	November 06, 2019	September 30, 2019	December 31, 2018
Common Shares	45,950,617	45,950,617	47,782,417
Warrants	1,250,000	1,250,000	1,250,000
Stock Options	2,615,000	2,615,000	2,615,000
Fully diluted	49,815,617	49,815,617	51,647,417

As of the date of this MD&A, the exercise of all outstanding warrants and options would raise approximately $1.1 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 2019 budget to carry out our plan of operations is approximately $900,000 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 2019. However, our losses raise substantial doubt about our ability to continue as a going concern. Our auditors have issued an explanatory paragraph in their audit opinion for the year end December 31, 2018.

Going Concern

We have incurred accumulated net losses of $24,526,156 since inception through September 30, 2019. The report of our independent registered public accounting firm on our financial statements for the years ended December 31, 2018, 2017 and 2016 contains an explanatory paragraph regarding our ability to continue as a going concern based upon an ongoing history of financial losses and because our company is dependent on our ability to raise additional capital, which may not be available when required, to implement our business plan. These conditions are typical for junior exploration companies. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern.

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Related Party Transactions

During the six-month periods ended September 30, 2019 and September 30, 2018, the Company entered into the following transactions with related parties:

		September 30,		September 30,
		2019		2018
Consulting fees paid or accrued to officers or their companies	$	572,474	$	669,943
Directors’ fees		1,693		1,747

Of the total consulting fees noted above, $352,232 (September 30, 2018 - $442,551) 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 $176,116 (September 30, 2018 - $221,276) of this amount. As at September 30, 2019, $1,202 (December 31, 2018 - $53,632) remains payable to this related company and $3,800 (December 31, 2018 - $3,800) remains payable to the related party for expenses earned for work on behalf of the Company.

Material Commitments

Mineral Property Commitments

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

to the Minerals Commission of Ghana for:
	an extension of an expiry date of a prospecting license (currently $15,000 for each occurrence);
	a grant of a mining lease (currently $100,000);
	an extension of a mining lease (currently $100,000);
	annual operating permits; and
	the conversion of a reconnaissance license to a prospecting license (currently $20,000);
to the Environmental Protection Agency of Ghana for:
	processing and certificate fees with respect to EPA permits;
	the issuance of permits before the commencement of any work at a particular concession; or
	the posting of a bond in connection with any mining operations undertaken by our company; and
for a legal obligation associated with our mineral properties for clean up costs when work programs are completed. We are committed to expend an aggregate of less than $500 in connection with annual ground rent and mining permits to enter upon and gain access to the area covered by our mining leases and future reconnaissance and prospecting licenses for our following concessions and such other financial commitments arising out of any approved exploration programs in connection therewith:
	the Apapam concession (Kibi project);
	the Kwabeng concession (Kwabeng project);
	the Pameng concession (Pameng project);
	the Banso concession (Banso project); and
	the Muoso concession (Muoso project).

Upon and following the commencement of gold production at any of our projects, a royalty of the net smelter returns is payable quarterly to the Government of Ghana as prescribed by legislation.

Purchase of Significant Equipment

We consider the availability of equipment to conduct our exploration activities. In 2019, we purchased a trommel to assist with gold recovery operations. In 2018, we purchased a generator and three new trucks. In 2017, we completed the purchase of an exploration drill and we purchased a new truck. 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

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosure about fair value measurements.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Investments in trading securities are classified as held for trading, with unrealized gains and losses being recognized in income.

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 is determined through the Black Scholes valuation model.

The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset.

							Significant
					Quoted Prices		Other		Significant
					in Active		Observable		Unobservable
					Markets		Inputs		Inputs
		September 30, 2019			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	4,612,143		$	3,327,110	$	—	$	—
Restricted cash		296,322			296,322		—		—
Investment in trading securities		642,556			512,649		—		—
Warrant liability		(22,269	)		—		—		(22,269	)
Total	$	5,528,752		$	5,551,021	$	—	$	(22,269	)

							Significant
					Quoted Prices		Other		Significant
					in Active		Observable		Unobservable
		December 31,			Markets		Inputs		Inputs
		2018			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	2,564,125		$	2,564,125	$	—	$	—
Restricted cash		296,322			296,322		—		—
Investment in trading securities		471,723			471,723		—		—
Warrant liability		(115,793	)		—		—		(115,793	)
Total	$	3,216,377		$	3,332,170	$	—	$	(115,793	)

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 is determined through the Black Scholes valuation model.

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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. A ll 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.

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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 2019	Operating and exploration activities and associated costs will be consistent with our current expectations. Capital markets and financing opportunities are favourable to Xtra- Gold. Sale of any investments, if warranted, on acceptable terms. Xtra-Gold continues as a going concern.	Changes in the capital markets impacting availability and timing of future financings on acceptable terms. Increases in costs, environmental compliance and changes in environmental, other local legislation and regulation. Adjustments to currently proposed operating and exploration activities. Price volatility of gold and other commodities impacting sentiment for investment in the resource markets.
Plans, costs, timing and capital for future exploration and development of Xtra-Gold’s properties including the potential impact of complying with existing and proposed laws and regulations	Availability of financing for our exploration and development activities. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. O perating, exploration and development costs will be consistent with our expectations. Ability to retain and attract skilled staff.	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.

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Forward-Looking Statements	Assumptions	Risk Factors
	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.	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.

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

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

Dated: November 06, 2019

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, 2019.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

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

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

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

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

5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2019

James Longshore                     
James Longshore
Chief Executive Officer

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, 2019.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

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

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

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

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

5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2019

Victor Nkansa                   
Victor Nkansa
Chief Financial Officer