Xtra-Gold Resources Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Xtra-Gold Resources Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

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 ended March 31, 2022 and 2021 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, 2021, 2020 and 2019 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 Three-Month Period Ended March 31, 2022 and Subsequent Period

During the three-month period ended March 31, 2022:

in connection with our gold recovery operations, we produced 1,013 ounces of raw gold. We sold 1,455 fine ounces of gold at an average price of US$1,808 per ounce.
cash on hand, excluding restricted cash, increased to $5.5 million at March 31, 2022, from $4.7 million at December 31, 2021.
on March 14, 2022, announced the extension of its Normal Course Issuer Bid for its shares through March 2023.
on February 18, 2022, announced the assay results for the initial 5 boreholes (536 m) of the 2022 drilling campaign.
a total of 23 diamond core boreholes totaling 2,879 metres completed by the Company's in-house drilling crews as part of the ongoing exploration initiative targeting resource expansion opportunities along the southwestern (Zone 3) segment of the over three-kilometre-long Zone 2 - Zone 3 anticlinal fold structure.
commissioned our second CS1000/P4 crawler-mounted diamond drill rig; with the acquisition of this third drill rig to substantially accelerate the Company's exploration efforts.

Overview

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

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

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Technical Disclosure

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

Plan of Operations

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

at our Kibi project:

follow-up trenching of Zone 1 - Zone 2 - Zone 3 early stage gold shoots / showings to guide future mineral resource expansion drilling efforts;
prospecting, reconnaissance geology, hand augering and/or scout pitting, and trenching of high priority gold-in-soil anomalies and grassroots gold targets across the extent of the Apapam concession; and
a diamond core drill program of approximately 15,000 metres, at an estimated cost of $750,000, to be implemented utilizing the Company's in-house operated drill rigs; consisting of a combination of follow up drilling of early stage gold targets and scout drilling of prospective litho-structural gold settings within the mineral resource footprint area; and scout drilling of new grassroots gold targets across the Apapam concession.

at our Kwabeng project:

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

at our Pameng project:

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

at our Banso and Muoso projects:

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

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

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

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

We continued with our recovery of placer gold operations at our Kwabeng Banso and Muoso properties in 2020. We contract out as many services as possible on our placer gold recovery operations to local Ghanaians in order to maximize cost efficiencies.

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Our fiscal 2022 budget to carry out our plan of operations is approximately $2,250,000 as follows and as disclosed in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview:

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

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

Our company has historically relied on funds from gold recovery from alluvial operations, equity and debt financings to finance its ongoing operations. Existing working capital, possible debt instruments, further private placements and anticipated cash flow from placer gold recovery operations are expected to be adequate to fund our company's operations over the next year. During the current year and subsequent to 2022, we will not require additional capital to implement our plan of operations.

Trends

Gold prices closed in 2021 at $1,806 per ounce, just above the 2021 average of $1,807 per ounce. The low for 2021 occurred in March, with prices gradually demonstrating strength from that time forward. We continue to see positive indicators for gold prices in the future.

The WHO-declared coronavirus pandemic continues to create a significant amount of economic uncertainty across the world. While gold prices originally surged with this announcement, prices have fallen back recently with a global asset sell off. Indicators are of significant spending programs by all governments to combat this issue while supporting national economies.

The coronavirus has negatively affected world GDP's and resulted in significant amounts of money printing by governments. This response has resulted in inflation in previous cycles.

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

Gold prices per ounce over the period ended March 31, 2022 and previous two years are as follows:

	Q1 2022	2021	2020
High	$2,039	$1,943	$2,067
Low	1,788	1,684	1,474
Average	1,844	1,800	1,770

The tone for the precious metals market in the near future will depend on the U.S. dollar strength. The US Federal Reserve has expressed a stance to increase interest 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 further wobble or extension of the time to address the issues related to the pandemic 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.

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

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Summary of the last five fiscal years ending December 31

	2021	2020	2019	2018	2017
		$	$	$	$
Operating revenues	Nil	Nil	Nil	Nil	Nil
Consolidated pre tax income for the year	2,045,713	2,297,023	2,388,347	1,539,294	453,932
Net gain attributable to non-controlling interest	(121,545)	(141,782)	(140,390)	(233,111)	(98,077)
Income tax	(1,088,192)	(294,992)	Nil	Nil	Nil
Net gain (loss) Xtra-Gold Resources Corp.	957,521	1,860,249	2,247,957	1,306,183	355,855
Basic and diluted income (loss) attributable to common shareholders per common share	0.02	0.04	0.05	0.03	0.01
Total current assets	9,127,160	7,739,823	5,438,858	3,258,955	1,825,775
Total assets	10,758,031	9,340,942	6,875,325	4,790,576	3,328,082
Total current liabilities	1,122,483	426,819	443,540	624,205	443,457
Total liabilities	1,122,483	426,819	443,540	624,205	443,457
Working capital	8,004,677	7,313,004	4,995,317	2,634,750	1,382,318
Capital stock	46,688	46,817	45,844	46,246	47,782
Total equity	9,635,548	8,914,123	6,431,785	4,166,371	2,884,625
Total Xtra-Gold Resources Corp. stockholders' equity	9,826,744	9,226,864	6,886,308	4,761,284	3,712,649
Dividends declared per share	Nil	Nil	Nil	Nil	Nil
Basic weighted average number of common shares outstanding	46,779,574	46,645,387	46,095,232	47,089,027	47,948,596
Basic and diluted weighted average number of common shares outstanding	48,925,574	49,033,887	49,589,430	49,405,027	51,339,216

Summary of Quarterly Results

Three Months Ended		Net Income (Loss) $			Basic and Diluted Income (Loss) Per Share $

March 31, 2022	$	922,038		$	0.02
December 31, 2021		(739,525	)		(0.01
September 30, 2021		(664,900	)		(0.01
June 30, 2021		319,729			0.01
March 31, 2021		1,920,672			0.04
December 31, 2020		(427,897	)		(0.01	)
September 30, 2020		714,181			0.02
June 30, 2020		1,216,221			0.03
March 31, 2020		357,744			0.01

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Results of Operations for the Three Months Ended March 31, 2022 as Compared to the Three Months Ended March 31, 2021

Our company's net income for the three months ended March 31, 2022 was $922,038 as compared to a net income of $1,920,672 for the three months ended March 31, 2021. Profits from gold recovery were good but were lower that those in 2021 due to a lower amount of gold sold in 2022. Gains on the company's investment portfolio improved in 2022. Operating expenses and tax expenses were similar over both periods.

Our company's basic and diluted net income per share for the three months ended March 31, 2022 was $0.02 compared to a net income of $0.04 per share for the three months ended March 31, 2021. The weighted average number of shares outstanding was 46,625,588 basic and 48,646,588 fully diluted at March 31, 2022 compared to 46,838,135 basic and 48,984,135 fully diluted at March 31, 2021. The decrease in the weighted average number of shares outstanding in 2022 can be mostly attributed to share buybacks. The company renewed its share repurchase program in early 2022. In the three-month period ended March 31, 2022, the company repurchased and cancelled 84,000 shares. The company also cancelled 17,600 shares purchased in December 2021. The company purchased 3,500 common shares subsequent to March 31, 2022 and these shares will be cancelled in the normal course of operations.

We incurred expenses of $415,993 in the three months ended March 31, 2022 as compared to $383,282 in the three months ended March 31, 2021. Amortization for the three months ended March 31, 2022 decreased to $35,642 as compared to $44,439 for the three months ended March 31, 2021, as no equipment was purchased in 2022. General and administrative ("G&A") expenses were $119,550 in the three months ended March 31, 2022 as compared to $156,550 in the three months ended March 31, 2021. Most of the decrease occurred in marketing and regulatory expenses as compared to Q1 2020. Exploration costs increased to $261,411 as compared to $182,293 for the three months ended March 31, 2021. Additional drilling and consulting expense to assist with results interpretation created the increase. All exploration costs were expensed in the periods.

Exploration activities for the March 2022 quarter focused on the Kibi Gold Project (Apapam Mining Lease) with the continuation of an exploration initiative targeting resource expansion opportunities along the southwestern (Zone 3) segment of the over three-kilometre-long Zone 2 - Zone 3 anticlinal fold structure. Twenty-three (23) diamond core boreholes totalling 2,879 metres ("m") were completed by the Company's in-house drilling crews during the present quarter with drilling efforts primarily dedicated to the Boomerang East target. The present exploration drilling program is designed to further evaluate the early-stage Boomerang East, Boomerang West, and Twin Zone (formerly JK East) targets positioned along similar second-order fold hinge structures as the neighbouring Double 19 resource body, and to test prospective litho-structural gold settings identified by recently completed detailed 3D geological modelling. A total of 62 boreholes totaling 8,241 m have been completed to date during the ongoing Zone 3 resource expansion drilling program initiated in late July 2021.

The assay results for the initial 5 boreholes (536 m) of the 2022 drilling campaign (#KBDD22454 - #KBDD22458) were reported by the Company on February 18, 2022, including the following highlights from a drill-fan pattern at the Boomerang East target:

- 16.5 m at 6.23 grams per tonne gold ("g/t Au"), including 6.5 m at 13.74 g/t Au, from 1.5 m in hole #KBDD22455 (-50^o)

- 13.5 m at 1.64 g/t Au, including 6.0 m at 3.35 g/t Au, from 0.0 m in #KBDD22458 (-75^o); followed by second interval of 21.0 m at 1.46 g/t Au from 39.0 m, including 11.0 m at 2.49 g/t Au

Drilling efforts to date at the Boomerang East target have traced gold mineralization over an approximately 400 m section across the southeastern limb of the NE-trending Zone 2 - Zone 3 anticlinal fold structure, with the mineralization predominantly being spatially associated with a series of apparent second-order (parasitic) fold structures.

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

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The Exploration Crew commissioned our second CS1000/P4 crawler-mounted diamond drill rig during the present quarter; with the acquisition of this third drill rig to substantially accelerate the Company's exploration efforts.

We reported a gain of $1,610,300 related to other items for the three months ended March 31, 2022 compared to a gain of $2,699,135 for the three months ended March 31, 2021. Gold recovery, and the mark to market value of the investment portfolio in both periods created most of the gain.

During the three months ended March 31, 2022 and 2021, gold recovery operations were in the normal range of expectations. We sold 1,455 ounces of fine gold from our gold recovery operations in the three months ended March 31, 2022 compared to 2,017 ounces of fine gold from our share of the placer gold operations received during the three months ended March 31, 2021. Our gold receipts, after royalties and expenses during the three months ended March 31, 2022 generated a gain on gold recovery of $1,230,149 (March 31, 2021 - gain of $2,328,564). We recovered 1,013 raw ounces of gold during Q1 2022. 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 March 31, 2022, our company had a foreign exchange loss of $122,745 compared to a loss of $11,879 in the three months ended March 31, 2021. The U.S. dollar strengthened during the quarter against the Canadian dollar and Ghanaian cedi.

Our company recognized a trading and holding gain on marketable securities of $489,611 in the three months ended March 31, 2022. Unrealized gains and losses reflect mark-to-market changes in the investment portfolio during a period. Since a significant portion of the portfolio is held in Canadian denominated securities, the devaluation of the Canadian dollar in the quarter negatively affected carrying values. 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, are reversed.

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 2022 or 2021.

During the year ended December 31, 2021, the Company issued 255,000 shares at prices between CAD$0.23 and CAD$0.65 per share for proceeds of CAD$118,750 ($94,929) on 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 $815,956 during 2022. Operations provided cash of $891,170. Cash of $932,839 was used to purchase investments in 2022 while proceeds from the sale of investments generated $782,793 of cash. Inventory was reduced by $215,248 due to the timing of smelt shipments. Payables were increased, mostly due to an accrual for income taxes payable in Ghana and gold sale-based revenue related to 2022 operations. Other operating expenses were mostly cash neutral. Cash of $75,214 was used to repurchase shares in 2022.

During the period ended March 31, 2022, our company repurchased 84,000 of our shares at a cost of $61,920 and cancelled these shares. Also, during the month ended December 31, 2021, the company repurchased 17,600 of our shares at a cost of $13,294. These shares were reported as shares in treasury at December 31, 2021 and were cancelled in January 2022.

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At March 31, 2022, accounts payable and accrued liabilities increased by $361,138 to $1,376,984, mostly due to a $200,000 income tax accrual increase, related to 2022 earnings, and a $197,000 increase in revenue-based gold production payments. With no gold shipments in the fourth quarter, royalty payments to the government for the third quarter were remitted, reducing our balances payable. Our cash and cash equivalents as at March 31, 2022 were sufficient to pay these liabilities. We believe that our company has sufficient working capital to achieve our 2022 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, 2021.

At March 31, 2022, we had total cash and cash equivalents and restricted cash of $5,787,606 (December 31, 2021 - $4,971,650). Working capital as of March 31, 2022 was $8,978,770 (December 31, 2021 - $8,004,677). In both 2022 and 2021, the increase in working capital mostly reflects the revenue from gold recovery and the gain on the investment portfolio, combined with gold inventory on hand.

Our shares of common stock, warrants and stock options outstanding as at April 29, 2022, March 31, 2022, December 31, 2021, were as follows:

	April 29, 2022	March 31, 2022	December 31, 2021
Common Shares	46,585,917	46,585,917	46,687,517
Warrants	-	-	-
Stock Options	2,381,000	2,381,000	2,381,000
Fully diluted	48,966,917	48,966,917	49,068,517

Subsequent to March 31, 2022, 3,500 shares which were purchased. These shares will be cancelled in the normal course of operations.

As of the date of this MD&A, the exercise of all outstanding options would raise approximately $0.8 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 2022 budget to carry out our plan of operations is approximately $2,250,000 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 2022. 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, 2021.

Going Concern

The Company is in development as an exploration company. It may need financing for its exploration and acquisition activities. Although the Company has incurred a gain of $922,038 for the period ended March 31, 2022, it has an accumulated a deficit of $21,055,127. Results for the period ended March 31, 2022 are not necessarily indicative of future results. The uncertainty of gold recovery and he fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies. The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

Related Party Transactions

During the years ended December 31, 2021, 2020, and 2019, the Company entered into the following transactions with related parties:

		March 31, 2022		March 31, 2021

Consulting fees paid or accrued to officers or their companies	$	351,961	$	465,859
Directors' fees		592		592

Stock option grants to officers and directors		-		-
Stock option grant price range		-		-

Of the total consulting fees noted above, $264,612 (March 31, 2021 - $372,042) 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 $132,306 (March 31, 2021 - $186,021) of this amount. As at March 31, 2022, a balance of $155,150 (December 31, 2021 - 90,538) is due to this related company.

During the three months ended March 31, 2022 and 2021 the Company did not grant stock options to insiders.

The CEO of the company made a $50,000 payment on behalf of the company in 2021. This balance was repaid in 2022.

Material Commitments

Mineral Property Commitments

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

● to the Minerals Commission of Ghana for:

(a) to the Minerals Commission for:

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

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

(iii) annual operating permits;

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

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

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

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

Purchase of Significant Equipment

We consider the availability of equipment to conduct our exploration activities. In 2021 we purchased three pickups. In 2020 we purchased a second drill, a dozer, some pickups and a generator. In 2019, we purchased a trommel. 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.

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Off Balance Sheet Arrangements

Our company has no off balance sheet arrangements.

Fair value of financial assets and liabilities

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

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

		March 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	5,491,284	$	5,491,284	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		4,072,815		4,072,815		-		-
Total	$	9,593,731	$	9,593,731	$	-	$	-

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

The following tables summarize our debt securities, at their fair value, by significant investment categories as of March 31, 2022 and December 31, 2021:

Level 1 - Cash equivalents		March 31, 2022		December 31, 2021

Money market funds	$	1,989,970	$	2,688,758
	$	1,989,970	$	2,688,758

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		December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	4,675,328	$	4,675,328	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,373,358		2,680,755		692, 603		-
Total	$	8,345,008	$	7,652,405	$	692,603	$	-

Critical Accounting Estimates and Changes in Accounting Policies

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

Caution Regarding Forward-Looking Statements

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

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

Forward-Looking Statements

Assumptions

Risk Factors

Potential of Xtra-Gold's properties to contain economic gold deposits and other mineral deposits and/or to become near-term and/or low-cost producers

Availability of financing for our projects.

Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable.

Operating, exploration and development costs will be consistent with our expectations.

Ability to retain and attract skilled staff.

All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold, including development of any deposit in compliance with Ghanaian mining law.

Social engagement and local acceptance of our projects.

Economic, political and industry market conditions will be favourable.

Changes in the capital markets impacting availability of future financings.

Uncertainties involved in interpreting geological data and confirming title to acquired properties.

Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations.

Variations from the technical reports.

Increases in costs, environmental compliance and changes in environmental, local legislation and regulation, community support and the political and economic climate.

Price volatility of gold and other associated commodities impacting the economics of our projects.

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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 2022	Operating and exploration activities and associated costs will be consistent with our current expectations. Capital markets and financing opportunities are favourable to Xtra-Gold. Sale of any investments, if warranted, on acceptable terms. Xtra-Gold continues as a going concern.	Changes in the capital markets impacting availability and timing of future financings on acceptable terms. Increases in costs, environmental compliance and changes in environmental, other local legislation and regulation. Adjustments to currently proposed operating and exploration activities. Price volatility of gold and other commodities impacting sentiment for investment in the resource markets.
Plans, costs, timing and capital for future exploration and development of Xtra-Gold's properties including the potential impact of complying with existing and proposed laws and regulations	Availability of financing for our exploration and development activities. Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable. Operating, exploration and development costs will be consistent with our expectations. Ability to retain and attract skilled staff. All requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to Xtra-Gold. Economic, political and industry market conditions will be favourable.	Changes in the capital markets impacting availability of future financings. Uncertainties involved in interpreting geological data and confirming title to acquired properties. Possibility of future exploration results, metallurgical test work and economic studies will not be consistent with our expectations. Increases in costs, environmental compliance and changes in environmental, local legislation and regulation and political and economic climate. Price volatility of gold and other commodities impacting the economics of our projects.

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Forward-Looking Statements

Assumptions

Risk Factors

Management's outlook regarding future trends

Availability of financing.

Actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will be favourable.

Prices for gold and other commodities will be favourable to Xtra-Gold.

Government regulation in Ghana will support development of any deposit.

Price volatility of gold and other commodities impacting the economics of our projects and appetite for investing in junior gold exploration equities.

Possibility of future exploration results, metallurgical test work, economic studies and development activities will not be consistent with our expectations.

Increases in costs, environmental compliance and changes in economic, political and industry market climate.

Covid-19

Actual results of our exploration, gold recovery and continuity of operations.

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

Increased costs and reduced ability to access the properties could affect exploration results and gold recovery results.

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

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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: April 29, 2022