----

**EXHIBIT 99.2**

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

The following discussion and analysis of the consolidated financial conditions and results of operations for the years ended December 31, 2022, 2021, and 2020 of Xtra-Gold Resources Corp. ("Xtra-Gold" or the "company") should be read in conjunction with the consolidated financial statements and the related notes to our consolidated financial statements and other information presented in our annual report on Form 20-F which has been filed with the Securities and Exchange Commission (the "SEC") and can be viewed at www.sec.gov and has also been filed with SEDAR and can be viewed at www.sedar.com. Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles ("US GAAP").

Additional information relating to our company, including our consolidated audited financial statements and the notes thereto for the years ended December 31, 2022, 2021 and 2020 and our annual report on Form 20-F, can be viewed on SEDAR at www.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 Year Ended December 31, 2022***

During the year ended December 31, 2022:

-  in connection with our gold recovery operations, we produced 4,037 ounces of raw gold.  We sold 3,778 fine ounces of gold at an average price of US$1,820 per ounce.  
-  cash on hand, excluding restricted cash, increased to $5.8 million at December 31, 2022, from $4.7 million at December 31, 2021.  
-  a total of 81 diamond core boreholes totaling 15,012 metres were completed by the Company's in-house drilling crews on the Kibi Gold Project. 
-  bulk of drilling activities focused on mineralization expansion opportunities along the southwestern (Zone 3) segment of the over three-kilometre-long Zone 2 - Zone 3 anticlinal fold structure, including: 62 holes (12,396 m) dedicated to the further expansion of the Boomerang East gold system identified in late 2021. 
-  the Lower Shoot, the most prominent mineralization shoot of the Boomerang East gold system, delineated from practically surface to a down-plunge depth of approximately 400 m along the controlling fold-hinge structure (approximately 275 m vertical depth from surface), and across an approximately 175 m lateral distance. 

***Overview***

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

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

----

- 2 -

***Technical Disclosure***

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

***Plan of Operations***

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

at our Kibi project:

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

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

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

at our Kwabeng project:

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

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

at our Pameng project:

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

at our Banso and Muoso projects:

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

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

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

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

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

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

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

----

- 3 -

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

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

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

***Trends***

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

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

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

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

|    |   | 2022  |   |   | 2021  |   |   | 2020  |   |
|---------|--------|-------|--------|--------|-------|--------|--------|-------|--------|
| High    | $      | 2,039 |   | $      | 1,943 |   | $      | 2,067 |   |
| Low     |   | 1,629 |   |   | 1,684 |   |   | 1,474 |   |
| Average |   | 1,801 |   |   | 1,800 |   |   | 1,770 |   |

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

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

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

----

- 4 -

***Summary of the last five fiscal years ending December 31***

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

***Summary of Quarterly Results***

| **Three Months Ended****** |   | **Net Income (Loss)****$** |   |   | **Basic and Diluted Income (Loss) Per Share****$** |   |
|----------------------------|--------|----------------------------|--------|--------|----------------------------------------------------|--------|
|                       |   |                       |   |   |                                               |   |
| December 31, 2022          | $      | (164,659                   | )      | $      | (0.00                                              | )      |
| September 30, 2022         |   | (70,252                    | )      |   | (0.00                                              | )      |
| June 30, 2022              |   | (55,360                    | )      |   | (0.00                                              | )      |
| March 31, 2022             |   | 922,038                    |   |   | 0.02                                               |   |
| December 31, 2021          |   | (739,525                   | )      |   | (0.01                                              | )      |
| September 30, 2021         |   | (664,900                   | )      |   | (0.01                                              | )      |
| June 30, 2021              |   | 319,729                    |   |   | 0.01                                               |   |
| March 31, 2021             |   | 1,920,672                  |   |   | 0.04                                               |   |
| December 31, 2020          |   | (427,897                   | )      |   | (0.01                                              | )      |
| September 30, 2020         |   | 714,181                    |   |   | 0.02                                               |   |
| June 30, 2020              |   | 1,216,221                  |   |   | 0.03                                               |   |
| March 31, 2020             |   | 357,744                    |   |   | 0.01                                               |   |

**Results of Operations for the Year Ended December 31, 2022 as Compared to the Year Ended December 31, 2021 and December 31, 2020**

Our company reported a net gain after tax for the year ended December 31, 2022 of $631,767 (December 31, 2021 - gain of $835,976, December 31, 2020 - gain of $1,860,249).  Our company's basic and diluted gain per share for the year ended December 31, 2022 was $0.01 (December 31, 2021 - $0.02, December 31, 2020 - $0.04).  All years benefited from gold recovery results and from gains on investment portfolio holdings.  The most significant change is the tax expense as the company has used its tax shelter position.

----

- 5 -

The weighted average number of shares outstanding was 46,542,900 (December 31, 2021 - 46,779,574, December 31, 2020 - 46,095,232).  Average shares outstanding were reduced in 2020 through share repurchases. Average shares were increased in 2021 via the exercise of warrants and stock options in 2020, and reduced from share repurchases.  Average shares were increased in 2020 via the exercise of warrants and stock options, and reduced from share repurchases.  Average fully diluted shares in 2022 were 48,822,024 (2021 - 48,925,574, 2020 - 49,589,430), with the difference being in the money stock options and warrants.  These items did not materially affect earnings per share. 

We incurred expenses of $1,705,057 in the year ended December 31, 2022 (December 31, 2021 - $2,161,514, December 31, 2020 - $1,481,612).  Exploration expense decreased significantly in 2022 as fewer drilling supplies were purchased as compared to 2021. Exploration expense increased significantly in 2021 as more consultants were engaged to assist with the hard rock program and more drilling was undertaken. Exploration expense in 2020 increased as the addition of a second drill allowed an expansion of the hard-rock exploration program. We expense all exploration costs.  Depreciation in 2022 increased slightly as the addition of a pickup truck and a drill mostly offset the reduced depreciation on the remaining fixed asset base.  Depreciation increased in 2021 with the addition of three pickup trucks, while 2020 increased with the late-2019 addition of a trommel and with the 2020 addition of a drill, pickup trucks and a dozer.  General and administrative expense in 2022 of $535,147 increased from $377,345 in 2021 but was in line with the 2020 expense of $578,176.  Most of the difference in general and administrative expense was created by stock-based compensation. Non-cash stock-based compensation expense was $237,078 in 2022, $2,504 in 2021, and $196,115 in 2020.  The company granted 450,000 stock options in 2022 and extended the terms of the other remaining options. The company did not grant stock options in 2021. The company granted 534,000 stock options in 2020.  Revaluation of consultants' options in 2020 did not materially affect the 2020 expense. 

Exploration activities for the 2022 year continued to focus on the Company's Kibi Gold Project (Apapam Mining Lease) with the continuation of the Zone 3 mineralization expansion target generation drill program initiated in 2021.  Eighty-one (81) diamond core boreholes totalling 15,012 metres ("m") were completed by the Company's in-house drilling crews in 2022, including 62 holes (12,396 m) dedicated to the further delineation of the Boomerang East gold system identified in late 2021. Drilling efforts for the current year also included 16 holes (2,240 m) designed to test structural geology and geophysical targets on the grassroots Cobra Creek (Zone 5) auriferous shear corridor prospect.

We did not conduct any exploration activities on our Kwabeng, Pameng, Banso and Muoso projects during the 2022 year. 

The present Boomerang East drilling work forms part of an exploration initiative targeting mineralization expansion opportunities along the southwestern (Zone 3) segment of the over three-kilometre-long Zone 2 - Zone 3 anticlinal fold structure.  Drill results for a total of 90 holes (15,551.5 m) have been reported to date for the ongoing Zone 3 expansion drill program. 

Gold mineralization within the mineralized footprint area consists predominantly of tensional arrays of auriferous quartz-carbonate veins hosted by folded diorite bodies with an interpreted Belt-type granitoid affinity.  The gold-bearing zones occupy the hinges and limbs of predominantly anticlinal fold structures.  Over 20 significant gold occurrences hosted by Belt (Dixcove)- and Basin (Cape Coast)-type granitoids are known in Ghana, with a number constituting significant deposits.  These deposits represent a relatively new style of gold mineralization for orogenic gold deposits within the West African Birimian terrain.  Belt-type intrusion-hosted gold deposits include Newmont Mining's Subika deposit at their Ahafo mine and Asante Gold's Chirano deposit (formerly Kinross Mining) within the Sefwi gold belt, as well as the former Golden Star Resources' Hwini-Butre deposit at the southern extremity of the Ashanti gold belt. 

Drilling activities on the Kibi Gold Project for the 2022 year primarily targeted mineralization expansion opportunities along the southwestern (Zone 3) segment of the over three-kilometre-long Zone 2 - Zone 3 anticlinal fold structure, including: 62 holes (12,396 m) dedicated to the further delineation of the Boomerang East gold system identified in late 2021; and three scout holes (376 m) to test prospective litho-structural gold settings. The assay results for 50 boreholes (10,135 m) completed from January to mid-November 2022 on the Boomerang East gold system were reported by the Company on February 18, June 23, September 27 and December 21, 2022, including the following highlights:

Boomerang East: Upper Shoot (s)

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

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

- 9.1 m at 1.21 g/t Au from 93.9 m in hole 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 

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

----

- 6 -

Boomerang East: Lower Shoot (main gold zone)

- 77.0 m at 1.59 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 hole 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 hole KBDD22480

- 50.0 m at 1.35 g/t Au from 180.2 m in hole KBDD22484 

- 45.0 m at 1.32 g/t Au, including 21.0 m at 2.03 g/t Au, from 12.0 m in hole KBDD22485

- 33.0 m at 1.76 g/t Au, including 15.0 m at 2.48 g/t Au, from 233.0 m in hole KBDD22463 

Footwall Shoot (in footwall of main Lower Shoot gold zone)

- 22.0 m at 2.40 g/t Au, including 7.0 m at 5.35 g/t Au, from 226.0 m in KBDD22497 

- 19.0 m at 0.76 g/t Au, including 7.0 m at 1.70 g/t Au, from 313.0 m in KBDD22495

Current 3D litho-structural modelling indicates that the Boomerang East gold system is emplaced within the inner arc of a tight, moderate NE-plunging, isoclinally folded diorite body. The mineralization appears to occur as a system of stacked, flat-lying to concave-shaped, NE-plunging gold shoots occupying the apparent fold hinge of the NE-trending Zone 2 - Zone 3 anticlinal fold structure. 

Drilling to date has outlined three (3) principal gold shoots, including the Upper Shoot (s), the Lower Shoot, and the Footwall Shoot, across an approximately 250 m cross-plunge distance. The Lower Shoot, presently the most prominent mineralization shoot of the Boomerang East gold system, has so far been delineated from practically surface to a down-plunge depth of approximately 400 m along the fold hinge structure (approximately 275 m vertical depth from surface), and across an approximately 175 m NW-SE lateral distance. With the recently identified Footwall Shoot, a parallel mineralization zone lying approximately 25 m - 45 m below the main Lower Shoot gold zone (i.e., in the footwall), traced to date along the entire, approximately 400 m plunge-length of the Lower Shoot, and across an approximately 50 m - 150 m lateral distance. 

Drilling efforts for the 2022 year also included 16 holes (2,240 m) on the grassroots 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. 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).

The 2022 Cobra Creek exploration drilling program included: 8 holes (774 m) designed to better target / dissect flat-lying to shallow dipping gold-bearing extensional veining arrays and/or shallow plunging auriferous shoots; and 8 scout holes (1,466 m) targeting high-priority induced polarization (IP) / resistivity anomalies along the southeastern margin and projected southwestern extension of the QFP body. 

Mineralized intercept highlights for the 8 holes targeting the down-plunge extensions of veining arrays and/or shallow plunging shoots, include: 10.4 m grading 2.0 g/t Au, including 10.05 g/t Au over 1.0 m, from 18.0 m in hole #CCDD22044; 16.9 m grading 1.61 g/t Au and 2.0 m grading 4.63 g/t Au from 25.1 m and 57.0 m respectively in #CCDD22047; 8.0 m grading 2.05 g/t Au, including 6.5 g/t Au over 1.0 m, from 10.0 m in #CCDD22048; and 4.0 m grading 4.44 g/t Au from 24.0 m in #CCDD22054. None of the 8 scout holes targeting geophysical targets returned any significant auriferous intercepts. 

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.

----

- 7 -

Exploration activities for the 2021 year continued to focus on the Kibi Gold Project (Apapam Mining Lease).  Seventy-five (75) diamond core boreholes totalling 11,343 metres were completed by the Company's in-house drilling crews in 2021 with drilling efforts primarily targeting mineralization expansion opportunities within Zone 3 of the Kibi Gold Project.

We did not conduct any exploration activities on our Kwabeng, Pameng, Banso and Muoso projects during the 2021 year.  

The gold mineralization footprint consists predominantly of tensional arrays of auriferous quartz-carbonate veins hosted by folded diorite bodies with an interpreted Belt-type granitoid affinity.  The gold-bearing zones occupy the hinges and limbs of predominantly anticlinal fold structures.  Over 20 significant gold occurrences hosted by Belt (Dixcove)- and Basin (Cape Coast)-type granitoids are known in Ghana, with a number constituting significant deposits.  These deposits represent a relatively new style of gold mineralization for orogenic gold deposits within the West African Birimian terrain.  Belt-type intrusion-hosted gold deposits include Newmont Mining's Subika deposit at their Ahafo mine and Kinross Mining's Chirano deposit within the Sefwi gold belt, as well as the former Golden Star Resources' Hwini-Butre deposit at the southern extremity of the Ashanti gold belt.

Exploration activities for the first half of 2021 focussed on mineralization expansion drilling on Double 19 (3,292 m) area and exploration drilling targeting mineralization expansion opportunities within Zone 3 of the Kibi Gold Project (2,150 m). The Zone 3 target generation drilling program was designed to follow up on early-stage gold shoots / showings discovered by previous drilling / trenching efforts (2008 - 2012) and to test prospective litho-structural gold settings identified by recently completed 3D geological modelling. The assay results for the 36 boreholes (5,982 m) completed from January to June 2021 (#KBDD21379 - #KBDD21414), were reported by the Company on April 14 and August 11, 2021, including the following highlights:

- 48.8 m at 0.76 grams per tonne gold ("g/t Au"), including 6.9 m at 1.91 g/t Au, from 134.0 m in hole #KBDD21387; and 15.1 m at 1.24 g/t Au from 200.0 m in undercut hole #KBDD21391 (Double 19 - Mineralization Expansion Drilling)

- 13.5 m at 1.92 g/t Au from 138.5 m in hole #KBDD21384; 11.6 m at 1.00 g/t Au and 17.1 m at 1.13 g/t Au from 92.0 m and 121.9 m respectively in #KBDD21386; and 7.6 m at 2.12 g/t Au and 8.75 m at 1.03 g/t Au from 101.0 m and 125.25 m in respectively in # KBDD21390 (Double 19 - Mineralization Expansion Drilling)

- 65.0 m at 1.03 g/t Au, including 13.5 m at 2.42 g/t Au, from 33.0 m in hole #KBDD21411; and 43.1 m at 0.75 g/t Au, including 3.0 m at 3.65 g/t Au and 9.0 m at 1.29 g/t Au, from 28.5 m in #KBDD21402 (Boomerang West Target - Exploration Drilling)

- 7.3 m at 1.93 g/t Au from 70.7 m in hole #KBDD21409; and 15.0 m at 1.02 g/t Au from 99.0 m in undercut hole #KBDD21410 (Twin Zone Target - Exploration Drilling)

Exploration activities for the second half of 2021, corresponding to exploration drilling conducted after the late July 2021 database close-out, continued to target mineralization expansion opportunities along the southwestern (Zone 3) segment of the over three-kilometre-long Zone 2 - Zone 3 anticlinal fold structure. With the exploration program focussing on follow up drilling of the early-stage Boomerang East, Boomerang West, and Twin Zone (formerly JK East) targets positioned along similar second-order fold hinge structures as the neighbouring Double 19 gold shoot, and scout drilling of prospective litho-structural gold settings identified by recently completed detailed 3D geological modelling. The assay results for the 39 boreholes (5,982 m) completed from late July to December 2021 (#KBDD21415 - #KBDD21453), as well as five (5) boreholes completed in January 2022 (#KBDD22454 - #KBDD22458), were reported by the Company on February 18, 2022, including the following highlights:

Boomerang East Target 

- 6.0 metres ("m") at 6.19 grams per tonne gold ("g/t Au"), including 2.6 m at 13.82 g/t Au, from 52.0 m in hole #KBDD21434

- 33.5 m at 1.22 g/t Au, including 7.5 m at 3.76 g/t Au, from 31.5 m in hole #KBDD21453

- 16.5 m at 6.23 g/t Au, including 6.5 m at 13.74 g/t Au, from 1.5 m in hole #KBDD22455 

----

- 8 -

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

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

Boomerang West Target

- 29.0 m at 1.04 g/t Au, including 4.5 m at 3.27 g/t Au, from 50.0 m in #KBDD21423

- 6.0 m at 3.12 g/t Au from 9.0 m in hole #KBDD21425

- Boomerang West target occupies a NE-plunging, tight to isoclinal, anticlinal fold hinge zone; with gold mineralization traced over an approximately 240 m trend-length and 80 m width of the anticlinal fold structure, and down to a vertical depth of approximately 165 m

Twin Zone Target

- 13.2 m at 1.07 g/t Au from 161.0 m in hole #KBDD21419

- 4.0 m at 3.53 g/t Au from 157.0 m in hole #KBDD21448

- gold mineralization at the early-stage Twin Zone target intermittently traced over an approximately 275 m down-plunge    distance, and down to a vertical depth of approximately 150 m, along the limbs of two parallel, NE-trending, second-order (parasitic) fold structures 

Exploration activities for the 2020 year continued to focus on the Company's Kibi Gold Project (Apapam Mining Lease) with the continuation of the mineralization expansion target generation drill program initiated in 2019. Seventy-four (74) diamond core boreholes totalling 9,615 metres were completed in 2020 with drilling efforts targeting mineralization expansion opportunities within the Zone 2 - Zone 3 mineralized footprint area. The target generation drilling program is designed to follow up on early stage gold shoots / showings discovered by previous drilling / trenching efforts (2008 - 2012), test down-plunge extensions and/or fold limbs of existing mineralized bodies, and to test prospective litho-structural gold settings identified by recently completed 3D geological modelling. A total of 85 boreholes totaling 10,819 metres have been completed to date by the Company's in-house drilling crews during the ongoing Zone 2 - Zone 3 mineralization expansion drilling program initiated in late September 2019.

Drilling activities for the 2020 year focussed primarily on the following Zone 2 - Zone 3 mineralization expansion targets: 23 holes (3,109 metres) on the Double 19 Zone; 13 holes (1,660 metres) on the Gatehouse Zone; 8 holes (857 metres) on the Boomerang Zone; and 15 holes (2,095 metres) on the Road Cut Zone.

The 2020 mineralization expansion drilling on the Double 19 deposit successfully extended the gold mineralization approximately 115 metres down plunge from the previous 2012 drilling and identified a new apparent fold limb-controlled gold zone (i.e., NW Limb Zone) along the northwest limb of the Double 19 fold structure. Recent detailed 3D litho-structural modelling indicates that the Double 19 gold mineralization is emplaced within the inner arc of a tight, steep NE-plunging, isoclinally folded diorite body. The present drilling efforts have extended the gold mineralization along the Fold Hinge zone over an approximately 285 metre down-plunge distance from surface (~150 metres vertical) and demonstrated the continuity of the NW Limb zone over an approximately 110 metre trend-length of the fold structure (~150 metre down-plunge distance), and down to a vertical depth of approximately 100 metres.

The assay results for the 23 boreholes (3,109 metres) of the ongoing Double 19 mineralization expansion drilling program, completed from August to December 2020, were reported by the Company on October 20 and December 16, 2020, and February 17, 2021, including the following highlights:

- 55.3 metres grading 2.1 grams per tonne ("g/t") gold, including 3.47 g/t gold over 16.6 metres, from down-hole depth of 96.2 metres in #KBDD20341; and 20.0 metres grading 1.02 g/t gold and 27.0 metres grading 2.5 g/t gold from down-hole depths of 142 metres and 187 metres respectively in #KBDD20351; confirming down plunge extension of Fold Hinge gold zone

----

- 9 -

- 61.57 metres grading 2.42 g/t gold, including 5.13 g/t gold over 21.5 metres, from down-hole depth of 18.2 metres in #KBDD20346; new fold limb gold zone on NW flank of Double 19 fold structure

- 30.0 metres grading 6.20 g/t gold, including 10.1 g/t gold over 12.0 metres, from down-hole depth of 56.0 metres in #KBDD20369 on NW Limb zone; with #KBDD20369 cross-cutting above #KBDD20346 intercept which was drilled down dip of the fold limb

- 44.0 metres grading 2.78 g/t gold, including 4.14 g/t gold over 17.5 metres and 9.10 g/t gold over 3.0 metres, from a down-hole depth of 50.5 metres in #KBDD20375 and 20.0 metres grading 1.61 g/t gold, including 2.68 g/t gold over 11.0 metres, from a down-hole depth of 92.0 metres in #KBDD20378; demonstrating continuity of NW Limb zone mineralization along approximately 110 metres trend-length of the fold structure

- 17.5 metres grading 3.89 g/t gold, including 6.03 g/t gold over 7.0 metres, from a down-hole depth of 4.5 metres in #KBDD20377; undercutting trench #TAD045 returning 6.32 g/t gold over 15.0 metres along southeastern margin of Double 19 Fold Hinge zone

The Gatehouse Zone, located approximately 500 metres southeast of the Zone 2 mineralized footprint area, was originally identified by 2011 - 2012 scout trenching / drilling targeting a gold-in-soil anomaly with a coincidental Induced Polarization (IP) / Resistivity geophysical signature. Follow up drilling of this prospect during the present 2020 mineralization expansion target generation program extended the mineralization approximately 235 metres further southwest along the host granitoid body than the gold zone originally outlined by the 2011 - 2012 trenching / drilling. Typical Kibi-type (Zone 2) Granitoid-hosted gold mineralization has been traced to date over an approximately 325 metre strike length and to a 165 metre vertical depth along the NE-trending Gatehouse zone.

The assay results for the 13 follow up boreholes (1,660 metres) on the Gatehouse Zone were reported by the Company on September 8, October 20, and December 16, 2020, including the following highlights: 

- 14.4 metres grading 1.7 g/t gold, including 2.42 g/t gold over 4.2 metres, from a down-hole depth of 66.9 metres in #KBDD20350; 150 metre step-out from original 2012 scout drilling

- 17.0 metres grading 1.05 g/t gold, including 4.51 g/t gold over 1.0 metre, from a down-hole depth of 104.0 metres in #KBDD20352 and 12.5 metres grading 1.24 g/t gold, including 2.72 g/t gold over 4.0 metres, from a down-hole depth of 31.5 metres in #KBDD20370, approximately 50 metres down-dip and 35 metres up-dip of the #KBDD20350 intercept, respectively; establishing mineralization to a vertical depth of approximately 120 metres on the #KBDD20350 - #352 - #370 drill fence

The Boomerang Zone was originally identified during a 2012 scout drilling program designed to test geophysical targets located along the approximately 2.5 km long by 0.5 km to 1.2 km wide Zone 3 anomalous gold-in-soil trend. Follow up drilling of this prospect during the 2020 drilling campaign defined a typical Kibi-type (Zone 2) Granitoid-hosted gold zone located over 1,500 metres to the southwest of the current Zone 2 gold mineralized footprint. Gold mineralization at the Boomerang Zone has been traced to date over an approximately 80 metre down-plunge distance from surface along an apparent NE-plunging fold structure.

The assay results for the 8 follow up boreholes (857 metres) on the Boomerang Zone were reported by the Company on September 8 and October 20, 2020, including the following highlights: 

- 43.5 metres grading 1.21 g/t gold, including 2.16 g/t gold over 7.5 metres and 4.3 g/t gold over 6.0 metres, from a down-hole depth of 3.0 metres in #KBDD20335 and 24.0 metres grading 1.35 g/t gold, including 1.99 g/t gold over 9.0 metres, from a down-hole depth of 56.5 metres in undercut hole #KBDD20338; approximately 30 metres down plunge of the #KBDD20335 gold intercept

The Road Cut Zone, lying approximately 65 metres from the southern margin of the Kibi Gold Project's Big Bend gold shoot, was subjected to follow up drilling from mid-November 2019 to late April 2020 as part of the ongoing mineralization expansion target generation program designed to follow up on early stage gold shoots / showings discovered by previous drilling / trenching efforts. Based on recent detailed 3D geological modelling, the follow up drilling tested the Road Cut zone with optimized North-South drill targeting, unlike the ESE-trending drill orientation utilized in the original 2011 drilling. Present drilling efforts traced the gold mineralization over an approximately 200 metre strike length and to an approximately 170 metre vertical depth within a parallel diorite body lying along the southern (footwall) flank of the Big Bend diorite. With the auriferous vein system centred on the same apparent NE-plunging, open fold hinge zone controlling the Big Bend gold mineralization.

----

- 10 -

The assay results for the 18 follow up Road Cut zone boreholes (2,446 metres), including 3 holes (351 metres) drilled in late 2019, were reported by the Company on February 26 and September 8, 2020, including the following highlights: 

- 49 metres grading 1.1 g/t gold, including 1.42 g/t gold over 31.6 metres and 45.1 metres grading 1.51 g/t gold, including 2.24 g/t gold over 26.4 metres from down-hole depths of 47 metres and 32 metres in #KBDD19304 and #KBDD20306 respectively, on adjacent 25 metre spaced drill-fan patterns

Exploration activities on our Kwabeng, Pameng, Banso and Muoso projects during the 2020 year were limited to airborne geophysical survey compilation and satellite remote sensing imagery. 

We recognized gains related to other items of $3,269,906 in 2022 (2021 - $4,207,227, 2020 - $3,778,635).  The gains can mostly be attributed to the recovery of gold and gain on sales of securities, offset by foreign exchange losses in all years.  During the year ended December 31, 2022, we sold 3,778 fine ounces of gold at an average price of US$1,820 for net proceeds of $3,704,167 (2021 -4,318 fine ounces of gold at an average price of US$1,789 for net proceeds of $4,074,170, 2020 - 3,137 ounces of gold at an average price of $1,695 for net proceeds of $2,373,592).  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.

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

As the company had no warrants outstanding in 2022 and 2021, no mark-to-market adjustment was required.  We recognized a mark-to-market recovery of expense of $137,313 on warrants in 2020 related to extending the warrants to February 2020.  Canadian dollar denominated warrants were issued with financings.  These warrants were deemed to be embedded derivatives since our company's functional currency is the U.S. dollar.  The warrants are marked to market in each period with the change in value recognized in other items of the Statement of Operations and Comprehensive Loss.

During the year ended December 31, 2022, our company had a foreign exchange loss of $938,422 (2021 - loss of $426,420, 2020 - loss of $124,558) mostly due to strength in the U.S. dollar against the Ghana cedi and the Canadian dollar.  The company holds a substantial amount of its investment portfolio in Canadian dollars and this portfolio value weakened with the US dollar strength.  In Ghana, the cedi depreciated over 30% against the US dollar in 2022.

Our company recognized a trading and holding gain on marketable securities in 2022 of $360,754 (2021 - gain of $714,523, 2020 - gain of $1,346,699), while recognizing an impairment on marketable securities in 2021 of $211,018.  Portfolio results in 2022 did not approach the exceptional returns of 2021 and 2020 as markets pulled back.  Gains in 2021 and 2020 were recognized throughout the portfolio, with significant gains reported on several investments.  Unrealized gains and losses reflect mark-to-market changes in the investment portfolio during a period.  A realized gain is recognized when securities are sold from the investment portfolio, being the difference between the selling price and the purchase price of the security sold.  At the time of the sale, any mark-to-market gain or loss which is related to the security sold, previously recognized in unrealized gains and losses, is reversed.

Other income of $143,407 (2021 - $55,972, 2020 - $45,589) mostly relates to interest and dividends on investment portfolio assets.

**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.  

----

- 11 -

During 2020, the company issued 885,000 shares at CAD$0.50 per share for cash proceeds of $334,132 on the exercise of warrants and issued 346,500 shares at prices between CAD$0.15 and CAD$0.50 per share for cash proceeds of $71,912 on the exercise of stock options. 

**Liquidity and Capital Resources**

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

Cash on hand was increased by $1,105,672 during 2022.  Operations provided cash of $1,528,415.  Cash of $2,149,341 was used to purchase investments in 2022 while proceeds from the sale of investments generated $2,193,935 of cash.  Inventory was reduced by $179,331 due to the timing of smelt shipments.  Payables were increased, mostly due to an accrual for income taxes payable in Ghana related to 2022 operations.  Other operating expenses were mostly cash neutral.  Cash of $259,602 was used to purchase a third exploration drill and a pickup truck during 2022.  Cash of $163,141 was used to repurchase shares in 2022. 

During the year ended December 31, 2022, our company repurchased 223,000 of our shares at a cost of $156,249 and cancelled these shares.  Also, during the month ended December 31, 2021, the company repurchased 17,600 of our shares at a cost of $13,294.  These shares were reported as shares in treasury at December 31, 2021 and were cancelled in January 2022.  Further, during the month ended December 31, 2022, the company repurchased 11,500 of our shares at a cost of $6,892.  These shares were reported as shares in treasury at December 31, 2022 and were cancelled in January 2023.

At December 31, 2022, accounts payable and accrued liabilities increased by $278,025 to $1,307,165, mostly due to an income tax accrual increase.  With no gold shipments in the fourth quarter of either 2022 or 2021, royalty payments to the government for the third quarter were remitted, reducing our balances payable.  Our cash and cash equivalents as at December 31, 2022 were sufficient to pay these liabilities.  We believe that our company has sufficient working capital to achieve our 2023 operating plan. However, our historical losses raise substantial doubt about our ability to continue as a going concern. Our auditors have issued an explanatory paragraph in their audit opinion for the year end December 31, 2022.

At December 31, 2022, we had total cash and cash equivalents and restricted cash of $6,077,322 (December 31, 2021 - $4,971,650, December 31, 2020 - $4,747,578).  Working capital as of December 31, 2022 was $8,772,217 (December 31, 2021 - $8,004,677, December 31, 2020 - $7,313,004).  In all periods, 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. 

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 March 30, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 were as follows:

|          | **March 30, 2023** | **December 31, 2022** | **December 31, 2021** | **December 31, 2020** |
|---------------|--------------------|-----------------------|-----------------------|-----------------------|
| Common Shares | 46,435,417         | 46,446,917            | 46,687,517            | 46,817,017            |
| Warrants      | -                  | -                     | -                     | -                     |
| Stock Options | 2,586,000          | 2,586,000             | 2,381,000             | 2,636,000             |
| Fully diluted | 49,021,417         | 49,032,917            | 49,068,517            | 49,453,017            |

Subsequent to December 31, 2022, 11,500 shares which were purchased in December 2022 were cancelled.   

----

- 12 -

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

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

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

Our fiscal 2023 budget to carry out our plan of operations is approximately $2,350,000 as disclosed in our Plan of Operations section above and in our 20-F annual report under Item 4.B - Information on Xtra-Gold - Business Overview".  These expenditures are subject to change if management decides to scale back or accelerate operations.  We believe that we are adequately capitalized to achieve our operating plan for fiscal 2023.  However, our losses raise substantial doubt about our ability to continue as a going concern. Our auditors have issued an explanatory paragraph in their audit opinion for the year end December 31, 2022.

*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 $631,767 for the year ended December 31, 2022, it has an accumulated a deficit of $21,345,398.  Results for the year ended December 31, 2022 are not necessarily indicative of future results.  The uncertainty of gold recovery and he fact the Company does not have a demonstrably viable business to provide future funds, raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements.  The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

**Related Party Transactions**

During the years ended December 31, 2022, 2021 and 2020, the Company entered into the following transactions with related parties:

|                                                           |   | **December 31, 2022** |   |   | **December 31, 2021** |   |   | **December 31, 2020** |   |
|----------------------------------------------------------------|--------|-----------------------|--------|--------|-----------------------|--------|--------|-----------------------|--------|
|                                                           |   |                  |   |   |                  |   |   |                  |   |
| Consulting fees paid or accrued to officers or their companies | $      | 909,314               |   | $      | 1,124,304             |   | $      | 894,616               |   |
| Directors' fees                                                |   | 2,308                 |   |   | 2,398                 |   |   | 2,238                 |   |
|                                                           |   |                  |   |   |                  |   |   |                  |   |
| Stock option grants to officers and directors                  |   | 120,563               |   |   |                  |   |   | 123,837               |   |
| Stock option grant price range                                 |   | CAD$0.81              |   |   |                  |   |   | CAD$0.60 to CAD$1.23  |   |

Of the total consulting fees noted above, $691,435 (December 31, 2021 - $772,494, December 31, 2020 - $531,527) 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 $345,717 (December 31, 2021 - $386,247, December 31, 2020 - $274,292) of this amount.  As at December 31, 2022, a balance of $181,973 (December 31, 2021 - a prepaid balance of $90,538, December 31, 2020 - a prepaid balance of $12,065) exists to this related company and $Nil remains payable (December 31, 2021 - $Nil, December 31, 2020 - $Nil) to the related party for expenses earned for work on behalf of the Company.  The CEO of the company made a $50,000 payment on behalf of the company in 2021.  This balance was repaid in 2022.

During 2022, the Company granted 350,000 options to insiders at a price of $0.60 (CAD$0.81).  A total of $120,563 was included in consulting fees related to these options.  On July 1, 2022, the original terms of existing options were extended.  The Company recognized an expense of $77,092 related to the extension of the option terms to maturity related to insiders. Options granted to consultants were market-to-market until expiry and the Company recognized an expense in 2022 of $4,976. During 2021 the Company did not grant stock options to insiders.  During 2020 the Company granted 314,000 options to insiders at a prices between of $0.47 (CAD$0.60) and $0.96 (CAD$1.23).  A total of $123,837 was included in consulting fees related to these options. 

----

- 13 -

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

***Off Balance Sheet Arrangements***

Our company has no off balance sheet arrangements.

**Fair value of financial assets and liabilities**

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

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

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

The following tables summarize our debt securities, at their fair value, by significant investment categories as of December 31, 2022, 2021 and 2020:

| Level 1 - Cash equivalents |   | **December 31, 2022** |   |   | **December 31, 2021** |   |   | **December 31, 2020** |   |
|----------------------------|--------|-----------------------|--------|--------|-----------------------|--------|--------|-----------------------|--------|
|                       |   |                  |   |   |                  |   |   |                  |   |
| Money market funds         | $      | 5,559,705             |   | $      | 2,688,758             |   | $      | 3,772,568             |   |
|                       | $      | 5,559,705             |   | $      | 2,688,758             |   | $      | 3,772,568             |   |

----

- 14 -

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

|                      |   | **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                                                       |   | $      | -                                                      |   |

|                      |   | **December****31, 2020** |   |   | **Quoted Prices****in Active****Markets****(Level 1)** |   |   | **Significant****Other****Observable****Inputs****(Level 2)** |   |   | **Significant****Unobservable****Inputs****(Level 3)** |   |
|---------------------------|--------|--------------------------|--------|--------|--------------------------------------------------------|--------|--------|---------------------------------------------------------------|--------|--------|--------------------------------------------------------|--------|
|                      |   |                     |   |   |                                                   |   |   |                                                          |   |   |                                                   |   |
| Cash and cash equivalents | $      | 4,451,256                |   | $      | 4,451,256                                              |   | $      | -                                                             |   | $      | -                                                      |   |
| Restricted cash           |   | 296,322                  |   |   | 296,322                                                |   |   | -                                                             |   |   | -                                                      |   |
| Marketable securities     |   | 2,345,984                |   |   | 2,345,984                                              |   |   | -                                                             |   |   | -                                                      |   |
| Total                     | $      | 7,093,562                |   | $      | 7,093,562                                              |   | $      | -                                                             |   | $      | -                                                      |   |

**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.

----

- 15 -

***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.                                                                           |
| 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. |

----

- 16 -

| **Forward-Looking Statements**                                                                                                                                                                | **Assumptions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | **Risk Factors**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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. |
| 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.                                                                                                                               |

----

- 17 -

| **Forward-Looking Statements** | **Assumptions**                                                                | **Risk Factors**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------------------------|--------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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: **September 11, 2023

----