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:	August 2022
Commission File Number	333-183376

(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 ☒ 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 August 5, 2022, 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 six months ended June 30, 2022.

●Management’s discussion and analysis of financial conditions and results of operations for the six months ended June 30, 2022.

- 2 -

●Form 52-109F2 - Certification of interim filings – Full Certification on for the six months ended June 30, 2022 by the Company’s Chief Executive Officer (“CEO”); and

●Form 52-109F2 - Certification of interim filings – Full Certification on for the six months ended June 30, 2022 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 June 30, 2022.
99.2	Management’s discussion and analysis of financial conditions and results of operations for the period ended June 30, 2022.
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:    August 5, 2022	XTRA-GOLD RESOURCES CORP. (Registrant)
	By:	/s/ James Longshore
		James Longshore,
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1

XTRA-GOLD RESOURCES CORP.

CONSOLIDATED FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

for the

Six Months Ended

June 30, 2022

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

NOTICE TO READER

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

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Interim Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1
Condensed Interim Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021 (unaudited)	2
Condensed Interim Consolidated Statements of Equity (unaudited)	3
Condensed Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	4
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)	5

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars - Unaudited)

AS AT		June 30, 2022 (unaudited)			December 31, 2021
ASSETS
Current
Cash and cash equivalents	$	5,710,015		$	4,675,328
Investment in trading securities, at cost of $3,553,020 (December 31, 2021 - $3,268,618) (Note 4)		3,773,342			3,373,358
Receivables and other assets		126,997			103,204
Inventory (Note 8)		431,858			975,270
Total current assets		10,042,212			9,127,160
Restricted cash (Note 7)		296,322			296,322
Equipment, net (Note 5)		528,787			600,127
Mineral properties (Note 6)		734,422			734,422
TOTAL ASSETS	$	11,601,743		$	10,758,031
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities	$	1,018,429		$	1,029,140
Warrant liability (Note 9)		-			-
Asset retirement obligation (Note 7)		67,886			93,343
Total current liabilities		1,086,315			1,122,483
Total liabilities		1,086,315			1,122,483
Equity
Capital stock (Note 9)
Authorized - 250,000,000 common shares with a par value of $0.001
Issued and outstanding 46,539,017 common shares (December 31, 2021 - 46,687,517 common shares)		46,539			46,688
Additional paid in capital		31,668,254			31,770,515
Shares in treasury		(10,272	)		(13,294	)
Accumulated deficit		(21,110,487	)		(21,977,165	)
Total Xtra-Gold Resources Corp. stockholders' equity		10,594,034			9,826,744
Non-controlling interest		(78,606	)		(191,196	)
Total equity		10,515,428			9,635,548
TOTAL LIABILITIES AND EQUITY	$	11,601,743		$	10,758,031

History and organization of the Company (Note 1)	APPROVED ON BEHALF OF THE BOARD
Continuance of operations (Note 2)
Contingency and commitments (Note 14)	"James Longshore"	"James Schweitzer"
	Director	Director

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

1

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars - Unaudited)

		Three Month Period Ended June 30						Six Month Period Ended June 30
		2022			2021			2022			2021
EXPENSES
Amortization	$	35,878		$	51,339		$	71,340		$	95,778
Exploration		595,871			554,750			857,282			737,043
General and administrative		102,024			77,387			221,144			233,937
LOSS BEFORE OTHER ITEMS		(733,773	)		(683,476	)		(1,149,766	)		(1,066,758	)
OTHER ITEMS
Foreign exchange (loss) gain		26,259			(132,044	)		(96,486	)		(143,923	)
Net gain (loss) on sales of trading securities		(188,018	)		108,604			301,593			478,799
Other income		25,169			11,052			38,454			23,307
Recovery of gold		1,055,324			1,554,973			2,285,473			3,883,537
		918,734			1,542,585			2,529,034			4,241,720
Consolidated income (loss) for the period		184,961			859,109			1,379,268			3,174,962
Income tax expense		(200,000	)		(488,192	)		(400,000	)		(688,192	)
Net income after tax		(15,039	)		370,917			979,268			2,486,770
Net gain attributable to non-controlling interest		(40,321	)		(51,188	)		(112,590	)		(246,369	)
Net income attributable to Xtra-Gold Resources Corp.	$	(55,360	)	$	319,729		$	866,678		$	2,240,401
Basic income (loss) attributable to common shareholders per common share		(0.00	)		0.01			0.02			0.05
Diluted income (loss) attributable to common shareholders per common share		(0.00	)		0.01			0.02			0.05
Basic weighted average number of common shares outstanding		46,670,186			46,797,047			46,596,930			46,817,477
Diluted weighted average number of common shares outstanding		48,691,186			48,963,477			48,617,930			48,943,047

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

2

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENT OF EQUITY

(Expressed in U.S. Dollars - Unaudited)

	Common Stock
	Number of Shares			Amount			Additional Paid in Capital		Shares in Treasury		Accumulated Deficit		Non- Controlling Interest		Total
Balance, December 31, 2020	46,817,017		$	46,817		$	31,998,045		(4,857	)	(22,813,141	)	(312,741)0		8,914,123
Stock-based compensation	-			-			(20,474	)	-		-		-		(20,474	)
Exercise of stock options	130,000			130			30,050		-		-		-		30,180
Repurchase of shares	(184,200	)		(184	)		(114,968	)	4,857		-		-		(110,295	)
Shares in treasury	-			-			-		(16,397	)	-		-		(16,397	)
Income for the period	-			-			-		-		2,240,401		246,369		2,486,770
Balance, June 30, 2021	46,762,817			46,763			31,892,653		(16,397	)	(20,572,740	)	(66,372	)	11,283,907
Stock-based compensation	-			-			22,978		-		-		-		22,978
Exercise of stock options	125,000			125			64,624		-		-		-		64,749
Repurchase of shares	(200,300	)		(200	)		(209,740	)	-		-		-		(209,940	)
Shares in treasury	-			-			-		3,103		-		-		(13,294	)
Income for the period	-			-			-		-		(1,404,425	)	(124,824	)	(1,529,249	)
Balance, December 31, 2021	46,687,517			46,688			31,770,515		(13,294	)	(21,977,165	)	(191,196	)	9,635,548
Stock-based compensation	-			-			4,976		-		-		-		4,976
Repurchase of shares	(148,100	)		(149	)		(107,237	)	3,022		-		-		(104,364	)
Income for the period	-			-			-		-		866,678		112,590		979,268
Balance, June 30, 2022	46,539,417			46,539			31,668,254		(10,272	)	(21,110,487	)	(78,606	)	10,515,428

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

3

XTRA-GOLD RESOURCES CORP.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars - Unaudited)

		Three Month Period Ended June 30, 2022			Three Month Period Ended June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Income for the period	$	979,268		$	2,486,770
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization		71,340			95,778
Stock-based compensation		4,976			(20,474	)
Unrealized foreign exchange loss (gain)		27,308			-
Purchase of trading securities		(1,470,701	)		(6,100	)
Proceeds on sale of trading securities		1,345,002			(1,221,915	)
Net loss (gain) on sales of trading securities		(301,593	)		1,425,744
Impairment on trading securities		-			(478,799	)
Changes in non-cash working capital items:
(Increase) decrease in receivables and other assets		(23,793	)		(35,012	)
Decrease (increase) in inventory		543,412			43,393
Change in asset retirement obligation		(25,457	)		(27,771	)
Increase (decrease) in accounts payable and accrued liabilities		2,583			382,858
Net cash provided by operating activities		1,152,345			2,644,472
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		-			(171,211	)
Net cash used in investing activities		-			(171,211	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of options and warrants		-			30,180
Repurchase of capital stock		(117,658	)		(131,549	)
Net cash (used in) provided by financing activities		(117,658	)		(101,369	)
Change in cash and cash equivalents and restricted cash during the year		1,034,687			2,371,892
Cash and cash equivalents and restricted cash, beginning of the year		4,971,650			4,747,578
Cash and cash equivalents and restricted cash, end of the year	$	6,006,337		$	7,119,470
Reconciliation of Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of year	$	4,675,328		$	4,451,256
Restricted cash at beginning of year		296,322			296,322
Cash and cash equivalents and restricted cash at beginning of year	$	4,971,650		$	4,747,578
Cash and cash equivalents at end of period	$	5,710,015		$	6,823,148
Restricted cash at end of year		296,322			296,322
Cash and cash equivalents and restricted cash at end of period	$	6,006,337		$	7,119,470

Supplemental disclosure with respect to cash flows (Note 11)

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

4

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

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 - 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 $866,678 for the six-month period ended June 30, 2022, it has an accumulated a deficit of $21,110,487.  Results for the six-month period ended June 30, 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.

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations.

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.

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

3.SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2021, included in our Annual Report on Form 20-F, filed with the SEC on March 31, 2022. 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.

5

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

Principles of consolidation

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

Use of estimates

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

Cash and cash equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.  At June 30, 2022 and December 31, 2021, cash and cash equivalents consisted of cash held at financial institutions.

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

Receivables

Management has evaluated all receivables and has provided allowances for accounts where it deems collection doubtful. As of June 30, 2022 and December 31, 2021, 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.

6

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

Non-Controlling Interest

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

Equipment

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

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

Mineral properties and exploration and development costs

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

Impairment of non-financial assets

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

The Company has assessed the assets of all its operating entities and has determined that no impairment was considered necessary for the Company's non-financial assets as at June 30, 2022 and December 31, 2021.

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.

7

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

Asset retirement obligations

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

Stock-based compensation

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

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

Warrants

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

Share repurchases

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

Share-based payment transactions

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

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

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

Income taxes

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

8

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

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 June 30, 2022, there were Nil warrants (June 30, 2021 - Nil) and 2,261,000 stock options (June 30, 2021 - 2,506,000).  For the period ending June 30, 2022, the fully diluted weighted average shares outstanding would increase to 48,617,930 (June 30, 2021 - 48,943,047) from the basic weighted average shares outstanding of 46,596,930 (June 30, 2021 - 46,817,477).  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

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

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

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

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

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

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

9

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

Cash, Cash Equivalents, and Marketable Securities

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

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

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

The following tables summarize our debt securities, at their fair value, by significant investment categories as of June 30, 2022 and December 31, 2021:

Level 1 - Cash equivalents	June 30, 2022	December 31, 2021
Money market funds	$ 4,860,403	$ 2,688,758
	$ 4,860,403	$ 2,688,758

		June 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,710,015	$	5,710,015	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,773,342		3,147,326		626,016		-
Total	$	9,779,679	$	9,153,663	$	626,016	$	-

		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		3,373,358		-		-
Total	$	8,345,008	$	8,394,754	$	-	$	-

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

10

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

Debt Securities

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

Investment in trading securities

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

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

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

Concentration of credit risk

The financial instrument which potentially subjects the Company to concentration of credit risk is cash.  The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.  As of June 30, 2022, the Company held $5,231,326 (December 31, 2021 - $4,578,256) in low-risk cash and money market funds which are not federally insured.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.  The company has contracted to sell all its recovered gold through a licensed exporter in Ghana.

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

Segregated information

The Company has exploration assets in Ghana.  The remainder of the Company's assets are divided between corporate and Ghana.

Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

11

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

Recent accounting pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The adoption of this standard did not have a material impact on its financial position, results of operations or cash flows.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract's in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on its consolidated statements of financial position, results of operations, or cash flows.

12

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

4.INVESTMENTS IN TRADING SECURITIES

At June 30, 2022, the Company held investments classified as trading securities, which consisted of various equity securities.  All trading securities are carried at fair value.  Private company investments are valued using Level 3 methods.  Private company investments are initially valued at the cost of the investment.  If a subsequent investment in the same security is made at a different price, the entire investment is valued at the new price and any gain or loss is recognized in other income, net.  All other marketable securities are publicly traded and valued using Level 1 methods.  As of June 30, 2022, the fair value of trading securities was $3,773,342 (December 31, 2021 - $3,373,358). 

		June 30, 2022		December 31, 2021
Investments in trading securities at cost	$	3,553,020	$	3,268,618
Unrealized gains (losses)		220,322		104,740
Investments in trading securities at fair market value	$	3,773,342	$	3,373,358

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

		June 30, 2022		December 31, 2021
Marketable Equity Securities - Level 1
Publicly traded investments	$	3,147,326	$	2,680,755
Marketable Debt Securities - Level 2
Corporate bonds		117,018		139,839
Non-Marketable Equity Securities - Level 3
Private investments		508,998		552,764
Total investments	$	3,773,342	$	3,373,358

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

		June 30, 2022			December 31, 2021
Marketable Equity Securities - Level 1
Publicly traded investments - realized	$	189,290		$	559,850
Publicly traded investments - unrealized		(30,631	)		227,653
Non-Marketable Debt Securities - Level 2
Private bonds		(22,790	)		11,720
Non-Marketable Equity Securities - Level 3
Private investments - realized		-			(275,719	)
Private investments - unrealized		165,724			-
Total investments	$	301,593		$	523,504

13

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

5.EQUIPMENT

		June 30, 2022
		Cost		Accumulated Amortization		Net Book Value
Exploration equipment	$	2,067,077	$	1,721,042	$	346,035
Vehicles		718,504		535,752		182,752
	$	2,767,841	$	2,256,794	$	528,787

The company expensed $71,340 for amortization in the six-month period ended June 30, 2022.

		December 31, 2021
		Cost		Accumulated Amortization		Net Book Value
Exploration equipment	$	2,067,077	$	1,682,822	$	384,255
Vehicles		718,504		502,633		215,872
	$	2,767,841	$	2,185,455	$	600,127

The company expensed $173,667 for amortization in 2021, of which $95,778 was expensed in the six months ended June 30, 2021.

6.MINERAL PROPERTIES

		June 30, 2022			December 31, 2021
Acquisition costs	$	1,607,729		$	1,607,729
Asset retirement obligation (Note 7)		8,133			8,133
Option payments received		(881,440	)		(881,440	)
Total	$	734,422		$	734,422

The Projects were purchased as a group in 2003, and the purchase price was not allocated between the properties and camp facilities.

Kibi, Kwabeng and Pameng Projects

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

All required documentation to extend the lease for our Kibi Project (formerly known as the Apapam Project) for 15 years from December 17, 2015 has been submitted to the Ghana Minerals Commission.  No additional information was requested or submitted in the year ended December 31, 2021 or the six-month period ended June 30, 2022.  As of these extensions generally take years for the regulatory review to be completed, and the Company is not yet in receipt of the renewal extension approval.  However, until the Company receives the renewal extension approval, the old lease remains in force under the mineral laws. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission. 

14

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

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

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

Banso and Muoso Projects

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

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

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

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

iv)pay a production royalty 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.

Mining Lease and Prospecting License Commitments

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

(a) to the Minerals Commission for: 

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

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

(iii)annual operating permits;

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

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

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

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

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

7.ASSET RETIREMENT OBLIGATION

		June 30, 2022			December 31, 2021
Balance, beginning of year	$	93,343		$	140,397
Change in obligation		(25,457	)		(47,054	)
Accretion expense		-			-
Balance, end of year	$	67,886		$	93,343

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

15

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

The rehabilitation obligation is estimated at $67,886 (December 31, 2021 - $93,343).  During 2022 and 2021, the obligation was estimated based on actual reclamation cost experience on an average per acre basis and the remaining acres to be reclaimed.  It is expected that this obligation will be funded from general Company resources at the time the costs are incurred.  The Company has been required by the Ghanaian government to post a bond of US$296,322 which has been recorded in restricted cash.

8.INVENTORIES

Inventories consisted of the following:

		June 30, 2022		December 31, 2021
Raw materials	$	431,858	$	975,270

Inventory consists of raw gold awaiting transport to the smelter.

9.CAPITAL STOCK

    Authorized stock

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

Issuances of shares

During the period ended June 30, 2022, the Company did not issue common shares.

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.  During the period ended June 30, 2021, the Company issued 130,000 shares at prices between CAD$0.23 and CAD$0.50 per share for proceeds of CAD$37,500 ($30,180) on exercise of stock options. 

Cancellation of shares

During the period ended June 30, 2022, 130,500 shares were re-purchased for $107,386 and were cancelled. A total of 17,600 common shares re-purchased in 2021 for $13,294 and held in treasury.  These 17,600 shares were cancelled in January 2022.  During June 2022, the Company purchased 12,600 shares for $10,272.  These shares were cancelled subsequent to June 30, 2022.

During the period ended June 30, 2021, 179,000 shares were re-purchased for $115,152 and were cancelled. A total of 5,200 common shares re-purchased in 2020 for $4,857 were cancelled in 2021.  A further total of 19,300 common shares were re-purchased in June 2021, for $16,397 and held in treasury.  These 19,300 shares were cancelled in July 2021.

During the year ended December 31, 2021, a total of 379,300 shares were re-purchased for $315,235 and were cancelled. A further total of 5,200 common shares were re-purchased in 2020 for $4,857 were cancelled in 2021.  A total of 17,600 common shares were re-purchased in 2021 for $13,294 and held in treasury.  These 17,600 shares were cancelled in January 2022.

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.

16

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

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

At June 30, 2022, the following stock options were outstanding:

Number of Options	Exercise Price	Expiry Date
125,000	CDN$0.27	July 1, 2022
382,000	CDN$0.15	December 31, 2022
54,000	CDN$0.60	June 1, 2025
250,000	CDN$0.20	October 8, 2025
360,000	CDN$1.23	October 23, 2025
400,000	CDN$0.40	May 5, 2026
690,000	CDN$0.30	July 1, 2026

125,000 options dated July 1, 2022 expired unexercised subsequent to June 30, 2022.

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

	June 30, 2022				December 31, 2021
	Number of Options			Weighted Average Exercise Price	Number of Options			Weighted Average Exercise Price
Outstanding, beginning of year	2,381,000		$	0.36	2,636,000		$	0.23
Granted	-			-	-			-
Exercised	-			-	(255,000	)		0..38
Cancelled/Expired	(120,000	)		0.59	-			-
Outstanding, end of year	2,261,000		$	0.34	2,381,000		$	0.36
Exercisable, end of year	2,261,000		$	0.34	2,381,000		$	0.36

The aggregate intrinsic value for options vested and for total options as of June 30, 2022 is approximately $1,070,073 (December 31, 2021 - $1,096,069).  The weighted average contractual term of stock options outstanding and exercisable as at June 30, 2022 is 3.0 years (December 31, 2021 - 3.3 years).

The fair value of stock options granted, vested, and modified during the period ended June 30, 2022 was $4,976, (December 31, 2021 - $2,504) which has been included in general and administrative expense.

The following assumptions were used for the Black-Scholes valuation of stock options amended during the periods ended June 30, 2022 and December 31, 2021:

17

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

	2022	2021
Risk-free interest rate	1.75%	1.75%
Expected life	>1.0 years	3.0 years
Annualized volatility	70%	70%
Dividend rate	-	-

The Company did not issue stock options during the period ended June 30, 2022 or the year ended December 31, 2021.

Warrants

At June 30, 2022 and December 31, 2021, there were no warrants outstanding.  There was no warrant activity in either period.

10.RELATED PARTY TRANSACTIONS

During the six-month periods ended June 30, 2022 and 2021, the Company entered into the following transactions with related parties:

		June 30, 2022		June 30, 2021
Consulting fees paid or accrued to officers or their companies	$	672,409	$	811,444
Directors' fees		1,185		1,203
Stock option grants to officers and directors		-		-
Stock option grant price range		-		-

Of the total consulting fees noted above, $488,711 (June 30, 2021 - $620,576) 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 $244,356 (June 30, 2021 - $310,288) of this amount.  As at June 30, 2022, a balance of $179,250 (December 31, 2021 - 90,538) is due to this related company. 

During the six months ended June 30, 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.

11.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

		June 30, 2022		June 30, 2021
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	505,805	$	488,192

During the period ended June 30, 2022, the company paid $505,805 (December 31, 2021 - $288,192) related to income tax in the period and accrued a further $400,000 (December 31, 2021 - $720,000) for expected income tax payments related to activities in Ghana.  There were no other significant non-cash transactions during the periods ended June 30, 2022 and December 31, 2021.

12. DEFERRED INCOME TAXES

This note has not been updated from December 31, 2021.

18

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

13.SEGMENTED INFORMATION

The Company has one reportable segment, being the exploration and development of resource properties.

Geographic information is as follows:

		June 30, 2022		December 31, 2021
Cash and restricted cash:
Canada	$	5,474,986	$	4,649,019
Ghana		531,351		322,631
Total cash and restricted cash		6,006,337		4,971,650
Capital assets
Canada		-		-
Ghana		1,263,209		1,296,762
Total capital assets		1,263,209		1,296,762
Total	$	7,269,546	$	6,268,412

14.CONTINGENCY AND COMMITMENTS

a)Bond deposit

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

b)Litigation

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

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

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

On July 23, 2019, Minerals Commission issued four invoices totaling $4,654,800 to our Ghanaian subsidiary.  These invoices were titled "Outstanding Annual Mineral Right Fees" for four of our concessions (Muoso, Banso, Pameng and Apapam), which Minerals Commission indicated were related to the period from 2013 to 2018, for new annual mineral fees.  However, all of our mining leases all have a one-time fixed consideration fee, which was paid when our leases were granted.  We responded to Minerals Commission (the "Letters") on September 23, 2019, objecting to the four improper invoices.  Our Letters outline the specific violated terms of our leases and various mineral laws.  The Minerals Commission has not responded to our Letter.  Should Minerals Commission challenge our Letters, our Company could enter dispute resolution arbitration clause under the Mineral Act.  We believe the invoices are not legally enforceable under the Mineral Act, and have not included any amount related to these invoices in our accounts.

19

XTRA-GOLD RESOURCES CORP.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars - Unaudited)
June 30, 2022

(c)Credit risk

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

(d)Exchange rate risk

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

(e)Economic and political risks

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

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

f) Commodity price risk

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

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

All required documentation to extend the lease for our Kibi Project (formerly known as the Apapam Project) for 15 years from December 17, 2015 has been submitted to the Ghana Minerals Commission.  No additional information was requested or submitted in the year ended December 31, 2020.  As of these extensions generally take years for the regulatory review to be completed, and the Company is not yet in receipt of the renewal extension approval.  However, until the Company receives the renewal extension approval, the old lease remains in force under the mineral laws. The renewal extension is in accordance with the terms of application and payment of fees to the Minerals Commission. 

15.SUBSEQUENT EVENT NOTE

Subsequent to June 30, 2022, the Company purchased 15,500 shares under the 2022 repurchase plan and these shares will be cancelled in the normal course of business.  The 12,600 shares purchased in June 2022 were cancelled subsequent to June 30, 2022.

Subsequent to June 30, 2022, 125,000 stock options expired unexercised.

20

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 six months ended June 30, 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 Six-Month Period Ended June 30, 2022 and Subsequent Period

During the six-month period ended June 30, 2022:

• in connection with our gold recovery operations, we produced 1,098 ounces of raw gold.  We sold 1,162 fine ounces of gold at an average price of US$1,928 per ounce.

• cash on hand, excluding restricted cash, increased to $5.7 million at June 30, 2022, from $4.7 million at December 31, 2021.

• on June 23, 2022, announced the successful drill confirmation of the down-plunge continuity and multi-shoot geometry of the recently identified Boomerang East gold zone.

• a total of 24 diamond core boreholes totaling 4,075 m completed by the Company's in-house drilling crews, including: 12 holes (2,384 m) on the recently defined Boomerang East resource expansion target; and 12 holes (1,691 m) on the grassroots Cobra Creek (Zone 5) auriferous shear system.

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.

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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.

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

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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 June 30, 2022 and previous two years are as follows:

		Q2 2022		2021		2020
High	$	2,039	$	1,943	$	2,067
Low		1,701		1,684		1,474
Average		1,873		1,800		1,770

The tone for the precious metals market in the near future will depend on the U.S. dollar strength and inflation reports.  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 $
June 30, 2022	$	(55,360	)	$	(0.00	)
March 31, 2022		922,038			0.02
December 31, 2021		(739,525	)		(0.01	)
September 30, 2021		(664,900	)		(0.01	)
June 30, 2021		319,729			0.01
March 31, 2021		1,920,672			0.04
December 31, 2020		(427,897	)		(0.01	)
September 30, 2020		714,181			0.02

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Results of Operations for the Six Months Ended June 30, 2022 as Compared to the Six Months Ended June 30, 2021

Our company's net loss for the six months ended June 30, 2022 was $55,360 as compared to a net income of $319,729 for the six months ended June 30, 2021.  Decreased gold recovery results in 2022 and unrealized losses on the Company's investment portfolio, and increased exploration were partly offset by exchange gains and a reduced tax expense as compared to the June 2021 quarter.

Our company's basic and diluted net loss per share for the six months ended June 30, 2022 was $0.00 compared to a net income of $0.01 per share for the six months ended June 30, 2021.  The weighted average number of shares outstanding was 46,670,186 basic and 48,691,186 fully diluted at June 30, 2022 compared to 46,797,047 basic and 48,963,477 fully diluted for the six months ended June 30, 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 six-month period ended June 30, 2022, the company repurchased and cancelled 130,500 shares.  The company also cancelled 17,600 shares purchased in December 2021.  The company purchased 12,600 common shares in June, 2022 and these shares were cancelled subsequent to June 30, 2022. The company purchased 15,500 common shares subsequent to June 30, 2022 and these shares will be cancelled in the normal course of operations.

We incurred expenses of $733,773 in the six months ended June 30, 2022 as compared to $683,476 in the six months ended June 30, 2021.  Amortization for the three months ended June 30, 2022 was $35,878 as compared to $51,339 for the six months ended June 30, 2021.  The company added a second drill and some additional field equipment in 2020 and six pickups trucks in 2021. General and administrative ("G&A") expenses were $102,024 in the three months ended June 30, 2022 as compared to $77,387 in the three months ended June 30, 2021. Most of the increase occurred in marketing and regulatory expenses as compared to Q1 2021. Most of the expense relates to marketing fees, consulting, professional fees, and non-cash expense related to stock-based compensation.  Exploration costs increased to $595,871 in the six-month period ended June 30, 2022 as compared to $554,750 for the six months ended June 30, 2021 as consulting services were purchased to help with the compilation and interpretation of the data and drilling expenses were incurred, especially for replacement parts.  All exploration costs were expensed in the periods. 

Exploration activities for the June 2022 quarter focussed on the Kibi Gold Project (Apapam Mining Lease) with a total of twenty-four (24) diamond core boreholes totalling 4,075 metres ("m") completed by the Company's in-house drilling crews, including: 12 holes (2,384 m) dedicated to the further delineation of the recently discovered Boomerang East gold system; and 12 holes (1,691 m) designed to test structural geology and geophysical targets on the Cobra Creek (Zone 5) auriferous shear corridor.

The present Boomerang East drilling work forms part of an 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; with a total of 74 boreholes totaling 10,625 m completed to date since the program's initiation in late July 2021.

The assay results for 24 boreholes (3,553 m) of the ongoing Zone 3 resource expansion target generation drilling program, including 18 holes completed during the March quarter (#KBDD22459 - #KBDD22476) and 6 holes completed during the June quarter (#KBDD22477 - #KBDD22482), were reported by the Company on June 23, 2022, including the following highlights:

Boomerang East: Lower Shoot

-77.0 metres ("m") at 1.59 grams per tonne gold ("g/t Au"), including 31.0 m at 3.23 g/t Au, from 122.0 m in hole #KBDD22481

-46.0 m at 1.39 g/t Au, including 20.0 m at 2.01 g/t Au, from 127.0 m in #KBDD22475

-43.0 m at 1.57 g/t Au, including 13.0 m at 3.21 g/t Au, from 52.0 m in #KBDD22480

Boomerang East: Upper Shoot (s)

-13.5 m at 3.20 g/t Au from 37.0 m in hole #KBDD22478

-11.3 m at 2.41 g/t Au, including 6.0 m at 3.40 g/t Au, from 11.0 m in #KBDD22464

-9.1 m at 1.21 g/t Au from 93.9 m in #KBDD22469; followed by second interval of 16.3 m at 2.06 g/t Au from 141.7 m, including 5.7 m at 3.10 g/t Au

- 6 -

Present drilling and 3D litho-structural modelling efforts indicate that the Boomerang East gold mineralization is emplaced within the inner arc of a tight, moderate NE-plunging, isoclinally folded diorite body. With the mineralization appearing to occur as a system of stacked, crescent-shaped, NE-plunging gold shoots traced to date over an approximately 295 m down-plunge distance along the anticlinal fold hinge structure (i.e., approximately 160 m vertical depth from surface). Presently, two, more prominent mineralization shoots standout:  an upper shoot (s) extending to surface which corresponds to the discovery quartz vein outcrop; and a lower blind shoot with no present surface expression.

Drilling efforts during the June quarter also included 12 holes (1,691 m) on the Cobra Creek (Zone 5) target; an approximately 550 m wide, NE-trending, quartz-feldspar porphyry ("QFP") hosted, multi-structure braided shear zone system traced by trenching / outcrop stripping over an approximately 850 m strike length. With the present drilling designed to better target / dissect flat-lying to shallow dipping gold-bearing extensional veining arrays and/or shallow plunging auriferous shoots, and to test high-priority induced polarization (IP) / resistivity anomalies along the southeastern margin of the QFP body. Final compilation of the geological and assay result data is currently in progress. Xtra-Gold undertook a 43 borehole (2,639 m) Phase I diamond core drill program 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 m grading 10.9 g/t Au and 5.2 m grading 9.51 g/t Au (see the Company's news release of October 19, 2016). 

In late March, also in relation to our Kibi Gold Project, Xtra-Gold engaged TechnoImaging LLC ("TechnoImaging") of Salt Lake City, Utah, USA to undertake 3D geophysical modelling of an approximately 70 km² subset area (585 line-km) of the Company's regional helicopter-borne VTEM - Mag survey, completed by Geotech Airborne Limited in 2011, to help identify prospective litho-structural gold setting targets. The geophysical modelling work included 3D joint inversion for conductivity and chargeability of the VTEM survey data, as well as 3D inversion of the Total Magnetic Intensity (TMI) to magnetic susceptibility and magnetization vector models. The Company received the final product of the TechnoImaging geophysical modelling work in mid-July and study result compilation is currently ongoing.

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 $918,734 related to other items for the six months ended June 30, 2022 compared to a gain of $1,542,585 for the six months ended June 30, 2021.  Decreased gold recovery, and the lower mark to market value of the investment portfolio in 2022 created most of the difference in the comparative periods, while foreign exchange gains provided some offset to these decreases. 

During the six months ended June 30, 2022 and 2021, gold recovery operations were in the normal range of expectations.  We sold 1,162 ounces of fine gold from our gold recovery operations in the six months ended June 30, 2022 compared to 1,445 ounces of fine gold from our share of the placer gold operations received during the six months ended June 30, 2021.  Our gold receipts, after royalties and expenses during the three months ended June 30, 2022 generated a gain on gold recovery of $1,055,324 (June 30, 2021 - gain of $1,554,973).  We recovered 1,098 raw ounces of gold during Q2 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 six months ended June 30, 2022, our company had a foreign exchange gain of $26,259 compared to a loss of $132,044 in the six months ended June 30, 2021.  The U.S. dollar strengthened during the quarter against the Canadian dollar and Ghanaian cedi.

Our company recognized a trading and holding loss on marketable securities of $188,018 in the six months ended June 30, 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.

The income tax expense resulted mostly from gold recovery operations in Ghana.

Results of Operations for the Six Months Ended June 30, 2022 as Compared to the Six Months Ended June 30, 2021

Our company's net gain for the six months ended June 30, 2022 was $866,678 as compared to a net gain of $2,240,401 for the six months ended June 30, 2021, a reduction of $1,373,723.  Decreased gold recovery results in 2022, reduced gains on the Company's investment portfolio, and increased exploration were partly offset by reduced tax expenses and foreign exchange gains as compared to the June 2021 period. 

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Our company's basic and diluted net gain per share for the six months ended June 30, 2022 was $0.02 compared to a net gain of $0.05 per share for the six months ended June 30, 2021.  The weighted average number of shares outstanding was 46,596,930 at June 30, 2022 compared to 46,817,477 for the six months ended June 30, 2021.  The decrease in the weighted average number of shares outstanding can be attributed to the share repurchases in 2022.  The fully diluted weighted average number of shares outstanding was 48,617,930 at June 30, 2022 compared to 48,943,047 for the six months ended June 30, 2021.  The fully diluted share positions did not materially affect the earning per share in either period.

We incurred expenses of $1,149,766 in the six months ended June 30, 2022 as compared to $1,066,758 in the six months ended June 30, 2021, an increase of $83,008.  Increased exploration expense in 2022 reflects consulting help to compile and interpret information and replacement parts for the drill. 

We reported a gain of $2,529,034 related to other items for the six months ended June 30, 2022 compared to a gain of $4,241,720 for the six months ended June 30, 2021.  Reduced gold recovery in 2022 and portfolio trading gains were partly offset by reduced foreign exchange losses. 

During the six months ended June 30, 2022, we sold 2,617 ounces of fine gold from our gold recovery operations compared to 3,462 ounces of fine gold from our share of the placer gold operations received during the six months ended June 30, 2021.

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 $1,034,687 during 2022.  Operations provided cash of $1,152,345.  Cash of $1,470,701 was used to purchase investments in 2022 while proceeds from the sale of investments generated $1,345,002 of cash.  Inventory was reduced by $543,412 due to the timing of smelt shipments.  Payables were unchanged in 2022.  Other operating expenses were mostly cash neutral.  Cash of $117,658 was used to repurchase shares in 2022. 

During the period ended June 30, 2022, our company repurchased 130,500 shares for $107,386 and cancelled these shares.  During June 2022, the Company purchased 12,600 shares for $10,272.  These shares were cancelled subsequent to June 30, 2022.  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.

At June 30, 2022, accounts payable and accrued liabilities decreased by $10,711 to $1,018,429.  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 June 30, 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 June 30, 2022, we had total cash and cash equivalents and restricted cash of $6,006,337 (December 31, 2021 - $4,971,650).  Working capital as of June 30, 2022 was $8,955,897 (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. 

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

Our shares of common stock, warrants and stock options outstanding as at August 05, 2022, June 30, 2022, December 31, 2021, were as follows:

	August 05, 2022	June 30, 2022	December 31, 2021
Common Shares	46,510,917	46,539,017	46,687,517
Warrants	-	-	-
Stock Options	2,136,000	2,261,000	2,381,000
Fully diluted	48,646,917	48,800,017	49,068,517

Subsequent to June 30, 2022, 15,500 shares which were purchased in July were cancelled, and 12,600 shares purchased in June were 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 $866,678 for the period ended June 30, 2022, it has an accumulated a deficit of $21,110,487.  Results for the period ended June 30, 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.

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 six-month periods ended June 30, 2022 and 2021, the Company entered into the following transactions with related parties:

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		June 30, 2022		June 30, 2021
Consulting fees paid or accrued to officers or their companies	$	672,409	$	811,444
Directors' fees		1,185		1,203
Stock option grants to officers and directors		-		-
Stock option grant price range		-		-

Of the total consulting fees noted above, $488,711 (June 30, 2021 - $620,576) 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 $244,356 (June 30, 2021 - $310,288) of this amount.  As at June 30, 2022, a balance of $179,250 (December 31, 2021 - 90,538) is due to this related company. 

During the six months ended June 30, 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;

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

Purchase of Significant Equipment

We consider the availability of equipment to conduct our exploration activities.  In 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.

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.

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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 June 30, 2022 and December 31, 2021:

		June 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,710,015	$	5,710,015	$	-	$	-
Restricted cash		296,322		296,322		-		-
Marketable securities		3,773,342		3,147,326		626,016		-
Total	$	9,779,679	$	9,153,663	$	626,016	$	-

Level 1 - Cash equivalents		June 30, 2022		December 31, 2021
Money market funds	$	4,860,403	$	2,688,758
	$	4,860,403	$	2,688,758

		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	$	-

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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. 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.

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:  August 5, 2022

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 June 30, 2022

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

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

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

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

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

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

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

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

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

1

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

5.3Limitation on scope of design:  N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 5, 2022

  /s/ JAMES LONGSHORE    
James Longshore

Chief Executive Officer

2

EX-99.4

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of XTRA-GOLD RESOURCES CORP. (the "issuer") for the interim period ended June 30, 2022.

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

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

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

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

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

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

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

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

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

1

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

5.3Limitation on scope of design:  N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 5, 2022

  /s/ VICTOR NKANSA           

Victor Nkansa

Chief Financial Officer

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