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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F/AAmendment No. 1

(Mark One)

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

[   ] SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report
__________________

Commission file number: 333-183376

(Exact name of Registrant as specified in its charter)

not applicable(Translation of Registrants
name into English)

British Virgin Islands(Jurisdiction of
incorporation or organization)

Monte Carlo #7, Bayview Drive, Paradise Island, Nassau,
Bahamas(Address of principal executive offices)

James Longshore, 416-628-2881 (telephone), 416-981-3055
(facsimile),Village Road Plaza, Suite 2150, P.O Box AP 59217,NassauBahamas
(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

Securities registered or to be registered pursuant to Section
12(g) of the Act. None(Title of Class)

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Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act. Common shares(Title of
Class)

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report.

|Title of each class | Outstanding at December 31, 2018
|------------------- | --------------------------------
|Common shares       | 46,245,917                      

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. [  
] Yes        [X] No

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. [   ]
Yes        [X] No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X]
Yes        [   ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[X] Yes        [   ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer: See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [   ]
    Accelerated filer [   ]
    Non-accelerated filer [X]


Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

U.S. GAAP [X]
    International Financial Reporting
      as issued by the International Accounting Standards Board [  
    ]
    Other [   ]


If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow. [   ] Item 17     
[   ] Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[   ] Yes        [X] No

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TABLE OF CONTENTS

|**PART I**                                                       
|-----------------------------------------------------------------
|                                                                 
|                                                                 
|**Explanatory Note**                                             
|**General Matters**                                              
|**Cautionary Statement Regarding Forward-Looking
    Statements**
|                                                                 
|ITEM 1                                                           
|ITEM 2                                                           
|ITEM 3                                                           
|A.                                                               
|B.                                                               
|C.                                                               
|D.                                                               
|ITEM 4                                                           
|A.                                                               
|B.                                                               
|C.                                                               
|D.                                                               
|ITEM 4A                                                          
|ITEM 5                                                           
|A.                                                               
|B.                                                               
|C.                                                               
|D.                                                               
|E.                                                               
|F.                                                               
|G.                                                               
|ITEM 6                                                           
|A.                                                               
|B.                                                               
|C.                                                               
|D.                                                               
|E.                                                               
|ITEM 7                                                           
|A.                                                               
|B.                                                               
|C.                                                               
|ITEM 8                                                           
|A.                                                               
|B.                                                               
|ITEM 9                                                           
|A.                                                               
|B.                                                               
|C.                                                               
|D.                                                               
|E.                                                               
|ITEM
      10                                                    
|A.                                                               
|B.                                                               
|C.                                                               
|D.                                                               
|E.                                                               
|F.                                                               
|G.                                                               
|H.                                                               
|I.                                                               

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|ITEM 11        | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK                    | 66
|-------------- | ----------------------------------------------------------------------------------- | --
|ITEM 12        | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                        | 66
|               |                                                                                     |   
|PART II       
|               |                                                                                     |   
|ITEM 13        | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                               | 66
|ITEM 14        | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDER
      S AND USE OF PROCEEDS | 66
|ITEM 15        | CONTROLS
      AND PROCEDURES                                                       | 67
|A.             | Disclosure Controls and Procedures                                                  | 67
|B.             | Managements
      Annual Report on Internal Control over Financial Reporting       | 67
|C.             | Attestation Report on of the Registered Public Accounting
      Firm                | 67
|D.             | Changes in
      Internal Control over Financial Reporting                          | 67
|ITEM
      16  | [RESERVED]                                                                          | 68
|A.             | Audit
      Committee Financial Expert                                              | 68
|B.             | Code
      of Ethics                                                                | 68
|C.             | Principal
      Accountant Fees and Services                                        | 68
|D.             | Exemptions
      from the Listing Standards for Audit Committees                    | 69
|E.             | Purchase
      of Equity Securities by the Issuer and Affiliated Purchasers         | 69
|F.             | Change
      in Registrants Certifying Accountant                                  | 70
|G.             | Corporate
      Governance                                                          | 70
|H.             | Mine
      Safety Disclosure                                                        | 72
|               |                                                                                     |   
|PART
      III
|               |                                                                                     |   
|ITEM
      17  | FINANCIAL
      STATEMENTS                                                          | 72
|ITEM
      18  | FINANCIAL
      STATEMENTS                                                          | 72
|ITEM
      19  | EXHIBITS                                                                            | 73
|**SIGNATURES** | 74                                                                                 

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EXPLANATORY NOTE

This amended Form 20-F is being filed to amend the Annual
Report on Form 20-F of Xtra-Gold Resources Corp. (the Company or Xtra-Gold)
for the year ended December 31, 2018 in connection with a continuous disclosure
review by the Ontario Securities

Commission. Additional quantity and grade information regarding
the Companys Kibi Gold Project located in Ghana, West Africa has been added at
pages 17, 23, 30, 31 and 40. In addition, the term NI 43-101 compliant has
been deleted from use within the document. No other changes or additions have
been made to the original report which remains effective as of March 28, 2019.

GENERAL MATTERS

Use of Names

In this annual report filed on Form 20-F, the terms
Xtra-Gold, Company, we, and our refers to Xtra-Gold Resources Corp., a
British Virgin Islands company, and our wholly-owned subsidiaries, Xtra-Gold
Exploration Limited and Xtra Oil & Gas (Ghana) Limited and our 90% owned
subsidiary, Xtra-Gold Mining Limited.

Currency

Unless otherwise specified, all dollar amounts in this annual
report are expressed in United States dollars.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report, including all exhibits hereto, contains
forward-looking statementsand forward-looking information.
Forward-looking statements are with reference to our financial condition,
results of operations, business prospects, plans, objectives, goals, strategies,
future events, capital expenditure, and exploration and development efforts.
Words such as anticipates, expects, intends, plans, forecasts,
projects, budgets, believes, seeks, estimates, could, might,
should, and similar expressions identify forward-looking statements. Although
we believe that our plans, intentions and expectations reflected in these
forward-looking statements are reasonable, we cannot be certain that these
plans, intentions or expectations will be achieved. Actual results, performance
or achievements could differ materially from those contemplated, expressed or
implied by the forward-looking statements. These statements include comments
regarding the establishment and estimates of mineral reserves and mineral
resources, production, production commencement dates, productions costs, cash
operating costs per ounce, total cash costs per ounce, grade, processing
capacity, potential mine life, feasibility studies, development costs, capital
and operating expenditures, exploration, the closing of certain transactions
including acquisitions and offerings. All statements, other than statements of
historical facts, included in this annual report, our other filings with the SEC
and Canadian securities commissions and in news releases and public statements
made by our officers, directors or representatives of our company, that address
activities, events or developments that we expect or anticipate will or may
occur in the future are forward-looking statements and forward-looking
information.

The following, in addition to the factors described elsewhere
in this annual report under Risk Factors, are among the factors that could
cause actual results to differ materially from the forward-looking
statements:

| | our ability to continue as a going concern                                                                          
|- | --------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                     
| | unexpected changes in business and economic
      conditions;                                                       
|  |                                                                                                                     
| | significant increases or decreases in gold
      prices;                                                            
|  |                                                                                                                     
| | changes in interest rates and currency exchange
      rates;                                                        
|  |                                                                                                                     
| | unanticipated grade changes;                                                                                        
|  |                                                                                                                     
| | changes in metallurgy;                                                                                              
|  |                                                                                                                     
| | access and availability of materials,
      equipment, supplies, labor and supervision, power and water;            
|  |                                                                                                                     
| | determination of mineral resources and mineral
      reserves;                                                      
|  |                                                                                                                     
| | availability of drill rigs; changes in project
      parameters;                                                    
|  |                                                                                                                     
| | costs and timing of development of new mineral
      reserves; results of current and future exploration activities;
|  |                                                                                                                     
| | results of pending and future feasibility
      studies; joint venture relationships;                               

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| | political or economic
      instability, either globally or in the countries in which we operate;                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                             
| | local and community impacts and
      issues;                                                                                               
|  |                                                                                                                                             
| | timing of receipt of government
      approvals; accidents and labor disputes; environmental costs and risks;
      and                     
|  |                                                                                                                                             
| | competitive factors, including
      competition for property acquisitions; and availability of capital at
      reasonable rates or at all.

With respect to any forward-looking statement that includes a
statement of its underlying assumptions or bases, we believe such assumptions or
bases to be reasonable and have formed them in good faith, assumed facts or
bases almost always vary from actual results, and the differences between
assumed facts or bases and actual results can be material depending on the
circumstances. When, in any forward-looking statement, we express an expectation
or belief as to future results, that expectation or belief is expressed in good
faith and is believed to have a reasonable basis, but there can be no assurance
that the stated expectation or belief will result or be achieved or
accomplished. All subsequent written and oral forward-looking statements
attributable to us, or anyone acting on our behalf, are expressly qualified in
their entirety by the cautionary statements. Except for our ongoing obligations
to disclose material information under the Federal securities laws, we do not
undertake any obligations to publicly release any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this annual report or to reflect unanticipated events that may occur. These
forward-looking statements speak only as of the date of this annual report and
you should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.

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PART I

Item 1        Identity of
Directors, Senior Management and Advisors

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

Item 2        Offer
Statistics and Expected Timetable

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

Item 3        Key
Information

A.Selected Financial Data

The following financial information has been extracted from our
consolidated financial statements for the years indicated and is expressed in
United States dollars. Our consolidated financial statements were prepared in
accordance with U.S. generally accepted accounting principles (U.S.
GAAP). The historical data included below and elsewhere in this annual
report is not necessarily indicative of our future performance. The financial
information should be read in conjunction with our consolidated financial
statements and related notes included in this annual report and Item 5.
Operating and Financial Review and Prospects  A. Operating Results and B.
Liquidity and Capital Resources of this annual report.

In this annual report, all currency refers to United States
Dollars (US$) unless indicated otherwise.

The following table summarizes information relating to the
operations of Xtra-Gold for the last five fiscal years ended December 31.

For the Year Ended December 31

2018
    2017
    2016
    2015
    2014$
    $
    $
    $
    $Operating revenues
    Nil
    Nil
    Nil
    Nil
    NilConsolidated gain (loss) and comprehensive
      loss for the period
    1,539,294
    453,932
    (467,711)
    (391,723)
    (687,057)Net loss (gain) and comprehensive loss (gain)
      attributable to non-controlling interest
    (233,111)
    (98,077)
    (13,173)
    (35,642)
    (6,842)Net gain (loss) and comprehensive loss
      attributable to Xtra-Gold Resources Corp.
    1,306,183
    355,855
    (480,884)
    (427,365)
    (693,899)Basic and diluted gain (loss) attributable to
      common shareholders per common share
    0.03
    0.01
    (0.01)
    (0.01)
    (0.02)Total current assets
    3,258,955
    1,825,755
    1,593,038
    1,049,334
    1,124,733Total assets
    4,790,576
    3,328,082
    2,895,984
    2,491,603
    2,713,212Total current liabilities
    624,205
    443,457
    486,613
    391,750
    327,193Total liabilities
    624,205
    443,457
    486,613
    391,750
    327,193Working capital
    2,634,750
    1,382,318
    1,106,425
    657,584
    797,540Capital stock
    46,246
    47,782
    48,174
    45,622
    45,811Total equity
    4,166,371
    2,884,625
    2,409,371
    2,099,853
    2,386,019Total Xtra-Gold Resources Corp. stockholders
      equity
    4,761,284
    3,712,649
    3,335,472
    3,039,127
    3,360,935Dividends declared per share
    Nil
    Nil
    Nil
    Nil
    NilBasic weighted average number of common
      shares outstanding
    47,089,027
    47,948,596
    47,256,630
    45,721,507
    45,996,481Diluted weighted average number of common
      shares outstanding
    49,405,027
    51,339,216
    47,256,630
    45,721,507
    45,996,481


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B.Capitalization and Indebtedness

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

C.Reasons for the Offer and Use of Proceeds

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

D.Risk Factors

The securities of our company are considered speculative due to
the nature of our business and the present stage of our development. Only those
persons who can bear the risk of the entire loss of their investment should
participate. An investor should carefully consider the risks described below and
the other information that we file with the Securities and Exchange Commission
and with Canadian securities regulators before investing in our common shares.
The risks described below are not the only ones faced. Additional risks that we
are either unaware of, or we are aware of, but we currently believe are
immaterial, may become important factors that affect our business. If any of the
following risks occur, or if others occur, our business, operating results and
financial condition could be seriously harmed, and the investor may lose all of
their investment.

Risks Associated with our Company and our Operations

Our company is currently in the exploration stage with
respect to all our projects. The chance of ever reaching the production stage at
our projects is uncertain. Our company cannot predict whether we will
successfully effectuate our companys currentbusiness plan.

If our company does not obtain new financings, commencing
from 2019, the amount of funds available to our company to pursue any further
exploration activities at our projects could be reduced and our
companys plan of operations may be adversely
affected.

Our company has relied on private placement financings and an
initial public offering completed in Canada in November 2010 to fund our
exploration programs, including our drilling programs at our Kibi project.
Commencing from 2019,our company will continue to require additional
financing to complete our plan of operations to carry out any further
exploration activities on our projects. Any impairment in our companys ability
to raise additional funds through financings would reduce the available funds
for such exploration activities, with the result that our companys plan of
operations may be adversely affected.

Substantial additional capital may be required commencing
from 2019 to continue exploration activities at all of our projects. If our
company cannot raise additional capital as needed, our ability to execute our
business plan and fund our ongoing operations will be in jeopardy.

Commencing from 2019, our company may need to explore various
financing alternatives to meet our projected costs and expenses. Our company
cannot assure our stockholders that we will be able to obtain the necessary
financing for our projects on favorable terms or at all. Additionally, if the
actual costs to execute our companys business plan are significantly higher
than expected, our company may not have sufficient funds to cover these costs
and we may not be able to obtain other sources of financing. The failure to
obtain all necessary financing would prevent our company from executing our
business plan and would impede our companys ability to sustain operations or
become profitable, and our company could be forced to cease our operations.

To date, we have not generated revenues from operations
and our company will continue to incur operating losses and there is no
guarantee that we will achieve operating profits.

Our company has incurred operating losses on an annual basis
for a number of years, primarily arising out of the costs related to continued
exploration and development of mineral resource properties, including costs
written off on properties no longer being pursued by our company. As of December
31, 2018, our company had an accumulated deficit of $26,921,347. It is
anticipated that our company could experience an operating loss for fiscal 2019
until our company discovers economically mineable mineralized material and
successfully develops a mine. There can be no assurance that our company will
ever achieve significant revenues or profitable operations.

Our auditors have raised substantial doubts as to our
ability to continue as a going concern.

Our financial statements have been prepared assuming we will
continue as a going concern. Since inception we have experienced recurring
losses from operations, which losses have caused an accumulated deficit of
approximately $26,921,347 as of December 31, 2018. These factors, among others,
raise substantial doubt about our ability to continue as a going concern for one
year from the issuance of the financial statements. Our financial statements do
not include any adjustments that might result from the outcome of this uncertainty. We anticipate that we may continue to incur
losses in future periods until we are successful in generating revenues which
are significant enough to pay our expenses and fund our exploration efforts.
There are no assurances that we will be able to raise our revenues to a level
which supports profitable operations and provides sufficient funds to pay our
obligations as they are incurred. If we are unable to meet those obligations, we
could be forced to substantially curtail our operations and planned exploration
efforts, which would have a material adverse effect on our business and
operations in future periods.

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Our companys projects are in the
exploration stage and may not result in the discovery of commercial bodies of
mineralizationwhich would result in our company discontinuing
that project. Substantial expenditures are required to determine if a project
has economically mineable mineralized material.

Our companys projects are all in the exploration stage.
Mineral exploration involves a high degree of risk and few properties which are
explored are developed into producing mines. The exploration efforts of our
company on our projects may not result in the discovery of commercial bodies of
mineralization which would require our company to discontinue that project.
Substantial expenditures are required to determine if a project has economically
mineable mineralized material. It could take several years to establish proven
and probable mineral resources or reserves. Due to these uncertainties, there
can be no assurance that current and future exploration programs will result in
the discovery of mineral resources or reserves.

Our company currently depends significantly on a limited
number of projects.

Our companys activities are currently focused on our Kibi and
Kwabeng projects. Our company will as a consequence be exposed to some
heightened degree of risk due to the lack of property diversification. Adverse
changes or developments affecting our Kibi or Kwabeng projects would have a
material and adverse effect on our companys business, financial condition,
results of operations and prospects.

Our company is subject to factors beyond our control
which may impact our companys title in our
projects.

Although our company has obtained title opinions with respect
to all of our projects and has taken other reasonable measures to ensure proper
title to these projects, there is no guarantee that title to any of our projects
will not be challenged or impugned. Third parties may have valid claims
underlying portions of our companys interests. Our projects may be subject to
prior unregistered liens, agreements, transfers or claims and title may be
affected by, among other things, undetected defects. In addition, our company
may be unable to operate our projects as permitted or to enforce its rights with
respect to our projects.

Our companys activities are and will be
subject to complex laws, significant government regulations and accounting
standardsthat may delay or prevent operations at our projects and
can adversely affect our companys operating costs, the timing ofour companys operations, ability to operate and
financial results.

Business, exploration activities and any future development
activities and mining operations are and will be subject to extensive Ghanaian,
United States, Canadian, British Virgin Islands and other foreign, federal,
state, territorial and local laws and regulations and also exploration,
development, production, exports, taxes, labor standards, waste disposal,
protection of the environment, reclamation, historic and cultural resource
preservation, mine safety and occupational health, reporting and other matters,
as well as accounting standards. Compliance with these laws, regulations and
standards or the imposition of new such requirements could adversely affect our
companys operating and future development costs, the timing of our companys
operations, ability to operate and financial results. These laws and regulations
governing various matters include:

| | environmental protection;                                                        
|- | ---------------------------------------------------------------------------------
|  |                                                                                  
| | management of natural resources;                                                 
|  |                                                                                  
| | exploration, development of
      mines, production and post-closure reclamation;
|  |                                                                                  
| | export and import controls and
      restrictions;                               
|  |                                                                                  
| | price controls;                                                                  
|  |                                                                                  
| | taxation;                                                                        
|  |                                                                                  
| | labor standards and occupational
      health and safety, including mine safety; 
|  |                                                                                  
| | historic and cultural
      preservation; and                                    
|  |                                                                                  
| | generally accepted accounting
      principles.                                  

- 9 -

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The costs associated with compliance with these laws and
regulations may be substantial and possible future laws and regulations, or more
stringent enforcement of current laws and regulations by governmental
authorities, could cause additional expense, capital expenditures, restrictions
on or suspensions of our companys operations and delays in the development of
our projects. These laws and regulations may allow governmental authorities and
private parties to bring lawsuits based upon damages to property and injury to
persons resulting from the environmental, health and safety impacts of our
companys past and current operations, and could lead to the imposition of
substantial fines, penalties or other civil or criminal sanctions. In addition,
our companys failure to comply strictly with applicable laws, regulations and
local practices relating to permitting applications or reporting requirements
could result in loss, reduction or expropriation of entitlements, or the
imposition of additional local or foreign parties as joint venture partners. Any
such loss, reduction, expropriation or imposition of partners could have a
materially adverse effect on our companys operations or business.

Our company may not be able to obtain, renew or continue
to comply with all of the permits necessary to develop each of our projects
which would force our company to discontinue development, if any, on that
project.

Pursuant to Ghanaian law, if our company discovers economically
mineable mineralized material, we must obtain various approvals, licenses or
permits pertaining to environmental protection and use of water resources in
connection with the development, if any, of our projects. In addition to
requiring permits for the development of our mineral concessions where our
projects are located, our company may need to obtain other permits and approvals
during the life of our projects. Obtaining, renewing and continuing to comply
with the necessary governmental permits and approvals can be a complex and
time-consuming process. The failure to obtain or renew the necessary permits or
licenses or continue to meet their requirements could delay future development
and could increase the costs related to such activities.

The development of all of our companys
projects may be delayed due to delays in receiving regulatory permits and
approvals,which could impede our companys ability
to develop our projects which, absent raising additional capital,
could cause it to curtail or discontinue development, if any.

If our company discovers economically mineable mineralized
material, our company may experience delays in developing our projects. The
timing of development at our projects depends on many factors, some of which are
beyond our control, including:

| | taxation;                                                                                                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                       
| | the timely issuance of permits;
      and                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                       
| | the acquisition of surface land and easement rights
      required to develop and operate our projects, (in particular, our company
      is required to acquire surface land through expropriation in connection
      with our mineral concessions).

These delays could increase development costs of our projects,
affect our companys economic viability, or prevent our company from completing
the development of our projects.

Our companys activities are subject to
environmental laws and regulations that may increaseour
companys costs of doingbusiness and may restrict
our operations.

All of our companys exploration activities in Ghana are
subject to regulation by governmental agencies under various environmental laws.
To the extent our company conducts exploration activities or undertakes new
exploration or future mining activities in other foreign countries, our company
will also be subject to environmental laws and regulations in those
jurisdictions. These laws address emissions into the air, discharges into water,
management of waste, management of hazardous substances, protection of natural
resources, antiquities and endangered species, and reclamation of lands
disturbed by mining operations. Environmental legislation in many countries is
evolving and the trend has been towards stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects and increasing responsibility for companies and
their officers, directors and employees. Compliance with environmental laws and
regulations may require significant capital outlays and may cause material
changes or delays in our companys intended activities. Our company cannot
assure our stockholders that future changes in environmental regulations will
not adversely affect our companys business, and it is possible that future
changes in these laws or regulations could have a significant adverse impact on
some portion of our companys business, causing our company to reevaluate those
activities at that time.

In addition, our company may be exposed to potential
environmental impacts during any full scale mining operation. At such time of
commencement of full scale mining, if ever, our company plans to negotiate
posting of a reclamation bond to quantify the reclamation costs. Our company
anticipates that the dollar amount of reserves established for exposure to
environmental liabilities will be $188,228, as to $134,228 for our Kwabeng
project, $54,000 for our Banso and Muoso Projects, and zero for our Pameng
project, as

- 10 -

---

estimated by the Environmental Protection Agency of Ghana,
however, our company is currently unable to predict the ultimate cost of
compliance or the extent of liability risks.

Our company is unable to predict the remediation costs
for potential environmental liabilities.

The costs of remediation may exceed the provision that our
company has made for such remediation by a material amount. Whenever a
previously unrecognized remediation liability becomes known, or a previously
estimated cost is increased, the amount of that liability or additional cost
could adversely affect our companys exploration activities and our financial
condition. At December 31, 2018, the company had accrued $188,228 for repair of
environmental damage during alluvial operations. These costs are supported by
the environmental bond of $296,322 posted as required by the Ghanaian
government.

There may be instances where certain events occur that
our company is not insured against.

Our company maintains insurance policies to protect itself
against certain risks related to its operations. This insurance is maintained in
amounts that our company believes to be reasonable depending upon the
circumstances surrounding each identified risk. However, our company may elect
not to have insurance for certain risks because of the high premiums associated
with insuring those risks or for various other reasons; in other cases,
insurance may not be available for certain risks. Some concern always exists
with respect to investments in parts of the world where civil unrest, war,
nationalist movements, political violence or economic crisis are possible. These
countries may also pose heightened risks of expropriation of assets, business
interruption, increased taxation and a unilateral modification of concessions
and contracts. Our company does not maintain insurance policies against
political risk. Occurrence of events for which our company is not insured could
adversely affect our companys exploration activities and its financial
condition.

Our company is subject to the potential of legal claims
and the associated costs of defense and settlement.

Our company is subject to litigation risks. All industries,
including the mining industry, are subject to legal claims, with and without
merit. Defense and settlement costs of legal claims can be substantial, even
with respect to claims that have no merit. Due to the inherent uncertainty of
the litigation process, the resolution of any particular legal proceeding to
which our company is or may become subject could have a material effect on its
financial position, results of operations or our companys project development
operations.

Our company is subject to fluctuations in currency
exchange rates, which could materially adversely affect our financial position.

Our companys primary currency for operations is the United
States dollar and, to a lesser extent, the Cedi, the Ghanaian currency and the
Canadian dollar. Our company maintains most of its working capital in Canadian
dollars. Our company converts its Canadian funds to foreign currencies as
certain payment obligations become due. Accordingly, our company is subject to
fluctuations in the rates of currency exchange between the United States dollar
and these foreign currencies and these fluctuations, which are beyond our
control, could materially affect our companys financial position and results of
operations. A significant portion of the operating costs of our projects are in
Cedi. Our company obtains services and materials and supplies from providers in
West Africa. The costs of goods and services could increase or decrease due to
changes in the value of the United States dollar or the Cedi or other
currencies. Consequently, exploration and development of our projects could be
costlier than anticipated.

Our companys business is impacted by any
instability and fluctuations in global financial systems.

Any credit crisis and related instability in the global
financial system, has had, and may continue to have, an impact on our companys
business and our companys financial condition. Our company may face significant
challenges if conditions in the financial markets do not continue to improve.
Our companys ability to access the capital markets may be severely restricted
at a time when our company wishes or needs to access such markets, which could
have a materially adverse impact on our companys flexibility to react to
changing economic and business conditions or carry on our operations.

Our company is subject to the effects that historically
high inflation rate may have on its results.

Our companys mineral properties are located in Ghana, which
has historically experienced relatively high rates of inflation. High inflation
rates in Ghana could cause the prices of materials obtained within Ghana to be
slightly higher. As our company maintains our funds in U.S. and/or Canadian
currency, the effect due to Ghanaian currency fluctuations is minimal.

The Government of Ghana has the right to increase its
current ownership interest of 10%in our companys subsidiary,
Xtra-GoldMining Limited (XGMining), through which our company holds, among
other things, its interest in our Kibi project and our other projects, for a
consideration agreed upon by the parties or by arbitration and has a right of
pre-emption to purchase all minerals produced by XG Mining. If the Government of
Ghana were to exercise any of its rights, our companys results ofoperations in future periods could be adversely impacted.

- 11 -

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The Government of Ghana is granted a 10% free carried interest
in all mining operations and has no obligation to contribute to development or
operating expenses. The Government of Ghana currently has a 10% free carried
interest in XG Mining, one of our Ghanaian subsidiaries that holds all of the
mining leases securing our interest in all of the concessions where our projects
are located. The Government of Ghana also has:

| | the right to acquire an additional interest in XG Mining
      for a price to be determined by agreement or arbitration;                                                                                                                                                                                               
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                        
| | the right to acquire a special share (as defined in the
      Minerals and Mining Act, 2006 (Act 703), as amended by the Minerals and
      Mining Act, 2010 (Act 794) (the Mining Act (Ghana)) in XG Mining
      at any time for such consideration as the Government of Ghana and XG
      Mining might agree; and
|  |                                                                                                                                                                                                                                                                                                                        
| | a right of pre-emption to purchase all minerals raised,
      won or obtained in Ghana.                                                                                                                                                                                                                                

While our company is not aware of the Government of Ghana
having ever exercised such right of pre-emption, our company cannot assure our
stockholders that the Government of Ghana would not seek to exercise one or more
of these rights which, if exercised, could have an adverse affect on our
companys results of operations in future periods. If the Government of Ghana
should exercise its right to either acquire the additional interest in XG Mining
or its right to acquire the special share, any profit that might otherwise be
reported from XG Minings operations would be proportionally reduced in the same
percentage as the minority interest attributable to the Government of Ghana in
that subsidiary would be increased. If the Government of Ghana should exercise
its right to purchase all gold and other minerals produced by XG Mining, the
price it would pay may be lower than the price our company could sell the gold
or other minerals for in transactions with third parties and it could result in
a reduction in any revenues our company might otherwise report from XG Minings
operations.

Our company currently relies on the continued services of
key executives, including the directors of our company and a small number of
highly skilled and experienced executives and personnel. The loss of their
services may delay our companysexploration
activities or adversely affect our business and future operations.

Due to the relatively small size of our company, the loss of
these persons or our company's inability to attract and retain additional highly
skilled employees may lead to our company having to delay our exploration
activities or adversely affect our business and future operations.

Our company may experience difficulty in engaging the
services of qualified personnel in connection with our technical operations at
our projects.

If the loss of any of our companys key technical personnel
occurs at any of our projects, our company may have difficulty finding qualified
replacements. Our companys inability to hire and retain the services of
qualified persons for these positions in a timely manner could impede our
companys exploration activities at any of our projects which would have a
material adverse effect on our companys ability to conduct business.

Our company is subject to changes in political stability
in West Africa.

Our company conducts exploration and development activities in
Ghana, West Africa. Our companys projects in Ghana may be subject to the
effects of political changes, war and civil conflict, changes in government
policy, lack of law enforcement and labor unrest and the creation of new laws.
These changes (which may include new or modified taxes or other government
levies as well as other legislation) may impact the profitability and viability
of our properties. The effect of unrest and instability on political, social or
economic conditions in Ghana could result in the impairment of exploration,
development and mining operations. Any such changes are beyond the control of
our company and may adversely affect our business.

In addition, local tribal authorities in West Africa exercise
significant influence with respect to local land use, land labor and local
security. From time to time, the Government of Ghana has intervened in the
export of mineral concentrates in response to concerns about the validity of
export rights and payment of duties. No assurances can be given that the
co-operation of such authorities, if sought by our company, will be obtained,
and if obtained, maintained.

The Government of Ghana also announced that it will be engaging
companies to address the issue of dividend payment, exemptions and the mining
sector fiscal regime, generally. As a result of these discussions, the
Government of Ghana could amend the Mining Act (Ghana) or other regulations
resulting in a material adverse impact on our company including increases in
operating costs, capital expenditures or abandonment or delays in development of
mining properties.

The mining industry is a competitive industry and our
company may compete with larger, more established competitors for gold
acquisition opportunities.

- 12 -

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Significant and increasing competition exists for the limited
number of gold acquisition opportunities available. As a result of this
competition, some of which is with large established mining companies with
substantial capabilities and greater financial and technical resources than our
company, our company may be unable to acquire additional attractive mining
properties on terms we consider acceptable.

The marketability of our companys
minerals may be influenced by various industry conditions.

The marketability of minerals, if any, which may be acquired or
discovered by our company, will be affected by numerous factors beyond the
control of our company. These factors include market fluctuations, the proximity
and capacity of mineral markets and processing equipment and government
regulations, including regulations relating to prices, taxes, royalties, land
tenure and environmental protection. The exact effect of these factors cannot be
accurately predicted, but the combination of these factors may result in our
company not receiving an adequate return on invested capital. The probability of
our company not receiving an adequate return on invested capital will be, to a
significant extent, dependent upon the market price for gold. Gold prices
fluctuate dramatically and are affected by numerous industry factors, such as
interest rates, exchange rates, inflation or deflation, fluctuation in the value
of the United States dollar and foreign currencies, global and regional supply
and demand for precious metals, forward selling by producers, central bank sales
and purchases of gold, production and cost levels in major gold producing
regions and the political and economic conditions of major gold, copper or other
mineral-producing countries throughout the world. Moreover, gold prices are also
affected by macro-economic factors such as expectations for inflation, interest
rates, currency exchange rates and global or regional political and economic
situations. The current demand for, and supply of, gold affects gold prices, but
not necessarily in the same manner as current demand and supply affect the
prices of other commodities. The potential supply of gold consists of new gold
mine production plus existing stocks of bullion and fabricated gold held by
governments, financial institutions, industrial organizations and individuals.
Since mine production in any single year constitutes a very small portion of the
total potential supply of gold, normal variations in current production do not
necessarily have a significant effect on the supply of gold or its price.

It may be difficult for our shareholders to enforce any
judgment obtained in the United States against us or our officers or directors,
which may limit the remedies otherwise available to our
shareholders.

The majority of our directors and officers are residents of
countries other than the United States and all or a substantial portion of such
persons assets are located outside the United States. As a result, it may be
difficult or impossible for our shareholders to:

| | effect service of process on our
      directors or officers, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | enforce any United States judgment they receive against
      us or our officers or directors in a foreign court, or including judgments
      predicated upon the securities laws of the United States or any state
      thereof. In addition, there is uncertainty as to whether foreign courts
      would be competent to hear original actions brought in such foreign court
      against us or such persons predicated upon the securities laws of the
      United States or any state thereof. Consequently, you may be effectively
      prevented from pursuing remedies under U.S. federal securities laws
      against us or our officers and directors. The foregoing risks also apply
      to those experts identified in this Annual Report that are not residents
      of the United States.

Risks Relating to our Common Shares

Broker-dealers may be discouraged from effecting
transactions in our common shares because they are considered a penny stock and
are subject to the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act
impose sales practice and disclosure requirements on certain brokers-dealers who
engage in certain transactions involving a penny stock. Subject to certain
exceptions, a penny stock generally includes any equity security not listed on a
stock exchange that has a market price of less than $5.00 per share. Our common
shares have traded below $5.00 per share throughout its trading history.

A broker-dealer selling penny stock to anyone other than an
established customer or accredited investor, generally, an individual with net
worth in excess of $1,000,000 or an annual income exceeding $200,000, or
$300,000 together with his or her spouse, must make a special suitability
determination for the purchaser and must receive the purchasers written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt. In addition, the penny stock regulations require the
broker-dealer to deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the United States Securities and Exchange
Commission relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt. A broker-dealer is also required to disclose
commissions payable to the broker-dealer and the registered representative and
current quotations for the securities. Finally, a broker-dealer is required to
send monthly statements disclosing recent price information with respect to the
penny stock held in a customers account and information with respect to the
limited market in penny stocks. The additional sales practice and disclosure
requirements imposed upon broker-dealers may discourage broker-dealers from
effecting transactions in our common shares, which could severely limit the market liquidity
of our common shares and impede the sale of our common shares in the secondary
market.

- 13 -

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The price of our common shares is likely to be highly
volatile and possibly illiquid, which could cause the value of investments to
decline.

The market price of our common shares may be highly volatile
and possibly illiquid. Our shareholders may not be able to resell their common
shares following periods of volatility because of the markets adverse reaction
to volatility. Factors that could cause such volatility may include, among other
things:

| | actual or anticipated
      fluctuations in our quarterly operating results;                                                  
|- | ------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                               
| | large purchases or sales of our
      common shares;                                                                          
|  |                                                                                                                               
| | additions or departures of key
      personnel;                                                                               
|  |                                                                                                                               
| | investor perception of our
      companys business prospects;                                                                
|  |                                                                                                                               
| | conditions or trends in other
      industry related companies;                                                               
|  |                                                                                                                               
| | changes in the market valuations
      of publicly traded companies in general and other industry-related
      companies; and
|  |                                                                                                                               
| | world-wide political, economic
      and financial conditions.                                                                

The markets for our common shares is limited.

There is currently only a limited trading market for our common
shares. Our common shares trade on the OTC Bulletin Board under the symbol
XTGRF which is a limited market in comparison to the NASDAQ Global Market, the
NYSE MKT LLC and other national securities exchanges. Our securities are also
listed on the Toronto Stock Exchange (the TSX) under the trading symbol
XTG. The market for our securities on the TSX commenced in November 2010 and,
to date, trading has been limited. There is no assurance that the market for our
common shares on the OTC Bulletin Board or TSX will develop into active trading
markets.

In connection with future stock offerings, the value of
our companyscommon shares may become diluted as
more of our common shares are issued and outstanding.

Our company may undertake in the future additional offerings of
our common shares or of securities convertible into our common shares. The
increase in the number of our common shares issued and outstanding and the
possibility of sales of such common shares may depress the price of our common
shares. In addition, as a result of such additional common shares, the voting
power of our companys existing shareholders will be diluted.

We are authorized to issue up to 250,000,000 of shares
without prior shareholder consent which will be dilutive to our shareholders.

Xtra-Gold is authorized to issue up to 250,000,000of common shares with a par value of $0.001 of a single class which may
be issued by our Board of Directors without further action or approval of our
shareholders. While our Board of Directors is required to fulfill its fiduciary
obligation in connection with the issuance of such shares, the shares may be
issued in transaction with which not all shareholders agree, and the issuance of
such shares will cause dilution to the ownership interest of our companys
shareholders.

We have never paid cash dividends on our common
shares.

We have never paid dividends on our common shares and do not
presently intend to pay cash dividends on our common shares. Any future
decisions as to the payment of dividends will be at the discretion of our Board
of Directors, subject to applicable law.

Risks Related to our Company Post Continuation

In November 2012, as a result of the adoption by our
shareholders of certain resolutions, at a special meeting of shareholders held
on November 16, 2012 and a plan of conversion (the Plan of Conversion)
under Chapter 92A of the Nevada Revised Statutes filed with the Nevada Secretary
of State and the subsequent filing of a memorandum of association and articles
of association (the Memorandum and Articles) with the Registrar of
Corporate Affairs in the British Virgin Islands (the BVI), both of
which were filed on November 30, 2012, we changed the jurisdiction of
incorporation of our company from Nevada to the BVI (the Continuation).

We will still be treated as a U.S. corporation and taxed
on our worldwide income after the Continuation.

- 14 -

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The Continuation of our company from Nevada to the BVI was for
corporate purposes a migration from Nevada to the BVI. Transactions whereby a
U.S. corporation migrates to a foreign jurisdiction are considered by the United
States Congress to be a potential abuse of the U.S. tax rules because after the
migration the foreign entity is not subject to U.S. tax on its worldwide income.
As a result, Section 7874(b) of the Code was enacted in 2004 to address this
potential abuse. Section 7874(b) of the Code provides generally that a
corporation that migrates from the United States will still remain subject to
U.S. tax on its worldwide income unless the migrating entity has substantial
business activities in the foreign country in which it is migrating when
compared to its total business activities.

Section 7874(b) of the Code applies to the migration of our
company from Nevada to the BVI, causing our company to be subject to United
States federal income taxation on our worldwide income because our company does
not have substantial business activities in the BVI when compared to its total
business activities. Our administrative functions and our business operations
are primarily located outside of the BVI. Substantially, all of our shareholders
reside outside of the BVI and historically most of our funds have been raised
outside of the BVI. Accordingly, we believe that our company will continue to be
treated as a U.S. domestic corporation under Section 7874 of the Code after the
Continuation.

Moreover, while we believe we have addressed the material U.S.
federal income tax considerations as to the exchange of the shares of common
stock of our company, as a Nevada company for shares of our company, as a BVI
company pursuant to the Continuation, we cannot assure Holders that we have
addressed the material U.S. federal income tax consequences to persons who may
be subject to special provisions of the U.S. federal income tax law based on
their individual circumstances. Holders should review the discussion under
Material United Federal Tax Consequences in its entirety, including the
definitions of U.S. Holder and Non-U.S. Holder described therein.

Under the BVI Business Companies Act,2004
(the BVI Act),the number of shareholder votes required to
approve certain fundamental matters, including amendments to our articles and
business combination transactions, may be less than under Nevada law with the
result that these transactions may more easily be approved under the BVI Act
than under Nevada law.

Under the BVI Act, shareholder approval by resolution, being a
majority approval, is required to approve certain fundamental changes, including
amendments to our articles and mergers, which are the equivalent of mergers
under Nevada law. Under the BVI Act, the majority approval is determined based
upon those shareholders present at the meeting and entitled to vote on the
fundamental change. While majority approval is required, the number of shares
required may be significantly less than 50% of the outstanding share capital,
which is the requirement under Nevada law, due to the fact that the quorum
requirement for shareholders meetings is only two individuals present in person,
each of whom is a stockholder or a proxyholder entitled to vote at a meeting.

Pursuant to the Memorandum and Articles of our company,
our shareholders will have greater rights of dissent, with the result that
dissenting shareholders may impede our ability to make fundamental corporate
changes or increase the cost to us of making these changes.

Pursuant to our Memorandum and Articles, our shareholders will
have the right to dissent when we amend our articles to change any provisions
restricting or constraining the issue, transfer or ownership of shares of that
class. Our shareholders will also have dissenters rights when we propose to
amend our articles to add, change or remove any restrictions on our business or
businesses that we may carry on, merge (other than a vertical short-form merger
with a wholly-owned subsidiary), continue to another jurisdiction, sell, lease
or exchange all or substantially all of our property, or carry out a going
private or squeeze-out transaction. The exercise by shareholders of their
dissent and appraisal rights when we attempt to complete any of these
fundamental changes could impede our ability to make fundamental corporate
changes or increase the cost to us of making these changes.

The stock price of our common shares may be volatile. In
addition, demand in the United States for our common shares may be decreased by
the change in domicile.

The market price of our common shares may be subject to
significant fluctuations in response to variations in results of operations and
other factors. Developments affecting the mining industry generally, including
general economic conditions and government regulation, could also have a
significant impact on the market price for our common shares. In addition, the
stock market has experienced a high level of price and volume volatility. Market
prices for the stock of many similar companies have experienced wide
fluctuations which have not necessarily been related to the operating
performance of such companies. These broad market fluctuations, which are beyond
our control, could have a material adverse effect on the market price of our
common shares. We cannot predict what effect, if any, the Continuation will have
on the market price prevailing from time to time or the liquidity of our common
shares. The change in domicile may decrease the demand for our common shares in
the United States. The decrease may not be offset by increased demand for our
common shares in the BVI.

- 15 -

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As a reporting issuer under Section 15(d) of the Exchange
Act, we file more limited reports with the SEC than do companies who are
registered under Section 12(g) of the Exchange Act. As we have electedforeign private issuer status following ourContinuation into the BVI, our reporting obligations under U.S.
securities laws is more limited than if we had remained a domestic issuer. This
lack of transparency may make it more difficult for investors in our securities
to make informed investment decisions.

While we are subject to Section 15(d) of the Exchange Act, we
do not have a class of securities registered under Section 12(g) of the Exchange
Act. Consequently, we file more limited reports with the SEC than do companies
whose shares are registered under Section 12(g). For example, as a company
reporting under Section 15(d) of the Exchange Act, we are not subject to the
SECs proxy rules and our officers, directors and principal shareholders are not
required to file reports under Section 16(a) of the Exchange Act, and such
persons are not subject to the short-swing profit rules of Section 16(b) of the
Exchange Act.

Following our Continuation into the BVI, we have qualified as a
foreign private issuer under U.S. securities laws and we have elected foreign
private issuer status. While we will remain subject to limited reporting
obligations under U.S. federal securities law, as a foreign private issuer:

| | we are not required to file quarterly reports on Form
      10-Q with the SEC; although since our securities are listed on the TSX we
      are a reporting issuer in Canada and subject to the rules of the Canadian
      securities administrators (the CSA) which includes the applicable
      provincial securities commissions in the provinces of British Columbia,
      Alberta and Ontario, we will file quarterly reports containing unaudited
      interim financial statements and MD&A with the CSA via SEDAR (System
      for Electronic Delivery of Analysis and Retrieval) and, in accordance with
      SEC rules, post copies of such reports on our website;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | we are not required to file current reports on Form 8-K;
      although we are required to file current reports on Form 6-K but for less
      mandatory items than are required under Form 8-K, and since our securities
      are listed on the TSX and subject to the rules of the CSA, we will file
      material change reports with the CSA via SEDAR and, under SEC rules, post
      copies of such reports on our website;                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | our officers, directors and principal shareholders are
      not subject to Section 16 of the Exchange Act, which otherwise requires
      them to file ownership reports with the SEC and subjects them to
      short-swing profit liability;                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | we are not subject to the SECs proxy rules; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | we are not subject to the provisions of Regulation FD
      which is designed to prevent selective disclosure of material information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

While we believe that the disclosure requirements of the TSX
and the CSA, and SEC regulations applicable to foreign private issuers, will
collectively provide transparency to the investment community and allow informed
investment decisions to be made by investors in our securities, there is no
assurance that the reduced transparency afforded to foreign private issuers will
not also reduce the information available to investors and make investment
decisions in our securities more difficult.

Item 4        Information
on Xtra-Gold

A.History and Development of Xtra-Gold

On November 30, 2012, we completed the Continuation to the BVI
which resulted in the change of the jurisdiction of incorporation of our company
from Nevada to the BVI.

B.Business Overview

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

Our mining 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.

- 16 -

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Our interests in our projects are held by our Ghanaian
subsidiary, XG Mining, through mining leases granted by the Government of Ghana
and registered to XG Mining for leased areas located within and upon concessions
in Ghana. A concession is a grant of a tract of land made by a government or
other controlling authority in exchange for an agreement that the land will be
used for a specific purpose. The mining lease areas for our projects total
approximately 226 square kilometers and are located at the northern extremity of
the Kibi Gold Belt which is a greenstone belt, as defined in all the geological
publications in Ghana, and is one of the four main greenstone belts located in
Ghana.

Development of our Business During 2018

Exploration expense increased in 2018 as the company actively
worked on its properties.

As at the date of this annual report, we have the following
five projects all of which are in the exploration stage.

| | Kwabeng Project.Our Kwabeng project is located on
      the Kwabeng concession.
      During the fiscal year for which this annual report is
      being filed, lode gold exploration activity on the Kwabeng project was
      limited to a single scout diamond core borehole (104.5 m) on a grassroots
      gold target.
      See Kwabeng Project  Prior Exploration by Xtra-Gold
      for exploration activities conducted by our company during the two years
      preceding the fiscal year. As at the date of this annual report, during
      2019, we plan to conduct:
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Kibi Project.Our Kibi project
is located on the Apapam concession and is our only material project. The Kibi
project hosts the maiden Zone 2  Zone 3 mineral resource estimate (October 26,
2012), including the Big Bend, East Dyke, South Ridge and Mushroom deposits in
Zone 2, and the Double 19 deposit in Zone 3. Collectively, these five gold
deposits lying within approximately 1.6 kilometres of each other are estimated
to contain an indicated mineral resource of 3.38 million tonnes grading 2.56 g/t
gold for 278,000 ounces of contained gold and an additional inferred mineral
resource of 2.35 million tonnes grading 1.94 g/t gold for 147,000 ounces of
contained gold (@ base case 0.5 g/t cut-off). No mineral reserves have been
established on the Kibi project.

The Zone 2  Zone 3 maiden mineral
resource represents the first ever mineral resource generated on a lode gold
project within the Kibi Gold Belt. Gold mineralization is characterized by
auriferous quartz vein sets hosted in Belt-type granitoids geologically
analogous to other Grantoid-hosted gold deposits of Ghana, including Kinross
Golds Chirano and Newmont Minings Subika deposits in the Sefwi gold belt. The
NI 43-101 Technical Report entitled Independent Technical Report, Apapam
Concession, Kibi Project, Eastern Region, Ghana, prepared by SEMS
Explorations and dated October 31, 2012, is filed under the Companys profile on
SEDAR at www.sedar.com.

Cautionary Note on Mineral
Resources:The stated figures for contained gold are in-situ mineral
resources. Mineral resources are not mineral reserves and by definition do not
demonstrate economic viability. This mineral resource estimate includes inferred
mineral resources that are normally considered too speculative geologically to
have economic considerations applied to them that would enable them to be
categorized as mineral reserves. There is also no certainty that these inferred
mineral resources will be converted to the measured and indicated resource
categories through further drilling, or into mineral reserves, once economic
considerations are applied.

During 2018, in connection with our
Kibi project, exploration activities focussed on the continued advancement of
early stage gold shoots / discoveries within the Zone 2  Zone 3 maiden mineral
resource footprint area. A planned 4,000 metre resource expansion drilling
program was initiated in February at the South Ridge gold deposit on Zone 2 of
the Kibi Gold Project; with a total of 26 diamond core boreholes totalling 3,414
metres completed by the Companys in-house drilling crew by the end of the 2018
year. The maiden Zone 2  Zone 3 mineral resource estimate outlined current
inferred mineral resource estimate of 0.9 million tonnes grading 1.48 grams per
tonne (g/t) gold for 42,000 ounces of contained gold (October 26, 2012).

- 17 -

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The assay results for the first 18
boreholes (2,272 m) of the South Ridge resource expansion drilling program
completed from February 21 to September 30, 2018 were reported by the Company on
August 8 and October 30, 2018 (#KBDD18257 - #KBDD18274), including the following
highlights:

| | - | 2.67 grams per tonne (g/t) gold over 37.78 metres
      (uncut), including 5.23 metres grading 13.53 g/t gold from a down-hole
      depth of 52.22 metres in #KBDD18263; and 27.0 metres grading 2.85 g/t
      gold, including 4.84 metres grading 5.12 g/t gold from a down-hole depth
      of 21.0 metres in #KBDD18264 (i.e., #KBDD18263 - #264 Drill Fence);
      extending gold mineralization in the northwestern section of the zone
      approximately 60 metres down dip from previous drilling forming scope of
      current inferred mineral resource estimate (August 8, 2018 News Release);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | 15.0 metres grading 1.19 g/t gold, including 3.25 metres
      grading 2.99 g/t gold from a down-hole depth of 67.8 metres in #KBDD18269;
      extending gold mineralization approximately 100 metres downdip from
      previous drilling forming scope of current inferred mineral resource
      estimate (October 30, 2018 News Release); and                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | 25.65 metres grading 1.4 g/t gold, including 3.14 g/t
      gold over 5.75 metres and 3.38 g/t gold over 3.15 metres from a down-hole
      depth of 12.0 metres in #KBDD18270 (October 30, 2018 News Release).                                                                                                                                                                                                                                                                                                                                                                                                 

These initial 18 boreholes ranging in
length from 78 metres to 184 metres tested the northwestern 200 metre segment of
the gold zone with a series of drill fences at 50 metre spacing; with the
typically SW-trending, steeply inclined (-75o) boreholes testing the
depth continuity of the auriferous system at downdip depths extending from 55
metres to 175 metres from surface. The South Ridge deposit consists of a
northwest striking / northeast dipping quartz diorite-hosted gold mineralization
zone traced to date along an approximately 400 metre strike length and 230 metre
downdip depth from surface.

Kibi project exploration activities for
the 2018 year also included grassroots work consisting of hand auger sampling
and scout pitting designed to test the subsurface signature of high priority
gold-in-soil anomalies to identify follow up trenching and/or drilling targets.
A total of 61 hand auger holes totalling approximately 205 metres and 16 scout
pits totalling approximately 50 vertical metres were completed on the Akwadum
South (Zone 7) and Hillcrest Shear (Zone 6) auriferous structural trends,
located on the Apapam Mining Lease and the adjoining Akim Apapam Reconnaissance
Licence application, respectively. Compilation of the geological and assay
result data is in progress, and the hand auger / scout pit sampling results will
be reported upon the completion of the ongoing gold-in-soil anomaly evaluation
program.

See Kibi Project  Prior Exploration
by Xtra-Gold for exploration activities conducted by our company during the two
years preceding the fiscal year.

As at the date of this annual report,
during 2019, we plan to conduct:

| |  | follow-up trenching of Zone 2  Zone 3 early stage gold
      shoots / discoveries to guide future mineral resource expansion drilling
      efforts;                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | prospecting, reconnaissance geology, hand augering and/or
      scout pitting, and trenching of high priority gold -in-soil anomalies and
      grassroots gold targets across the extent of the Apapam concession; and                                                                                                                                                                                                                                                                                                                                                              
| |  | a diamond core drill program of approximately 6,000
      metres, at an estimated cost of $300,000, to be implemented utilizing the
      Companys in-house operated drill rig; consisting of a combination of
      follow-up drilling of early stage gold shoots / discoveries within the
      Zone 2  Zone 3 maiden mineral resource footprint area, including the
      completion of the South Ridge gold deposit resource expansion drilling
      program initiated in February 2018, and scout drilling of new grassroots
      gold targets across the Apapam concession.

| | Pameng Project.Our Pameng
      project is located on the Pameng concession.                                                                                                                                                                                                                                                                                                                                                                                             
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  | During the fiscal year, a total
      of 1,658 soil samples and 234 prospecting grab samples corresponding to a
      90.5 line-kilometre soil geochemistry program implemented in 2014 were
      submitted to the laboratory for analysis; with the compilation of the
      geological and assay result data currently ongoing. In connection with the
      two years preceding the fiscal year, we did not conduct any exploration
      activities at this project.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  | As of the date of this annual
      report, during 2019, we plan to conduct an exploration program consisting
      of:                                                                                                                                                                                                                                                                                                                                                  

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

| | Banso Project. Our Banso
      project is located on the Banso concession.
|- | --------------------------------------------------------------------------

- 18 -

---

During the fiscal year, we did not
conduct any exploration activities on our Banso project.

We did not conduct any exploration work
on the Banso project during the two years preceding the fiscal year

As of the date of this annual report,
during 2019, we plan to conduct an exploration program consisting of:

| |  | 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).                                                                                                

|**** | Muoso Project.Our Muoso project is located on the Muoso
      concession.
      During the fiscal year, we did not conduct any exploration activities
      on our Muoso project.
      We did not conduct any exploration work on the Muoso project during the
      two years preceding the fiscal year.
      As of the date of this annual report, during 2019, we plan to conduct
      an exploration program consisting of:
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

As at the date of this annual report, we have estimated
$200,000 for the cost for soil sampling, hand augering and/or scout pitting, and
trenching at our Kibi, Kwabeng, Pameng, Banso and Muoso projects in 2019. We
estimate a cost of $300,000 to complete a 6,000 metre drill program at Kibi in
2019.

Gold Recovery Operations.We continued with placer gold
recovery operations at our Kwabeng Banso and Muoso projects during the fiscal
year. We recovered 4,800 ounces of raw placer gold (Kwabeng  2,331 ounces,
Banso  1,113 ounces, and Muoso  1,355 ounces) and sold 4,346 ounces of fine
gold for net proceeds of $2,791,014. As at the date of this annual report,
during 2019, we plan to continue placer gold recovery operations at these
projects.

Net proceeds from gold recoveries to
the end of 2018, from all properties, amounted to $2,426,331.

As of the date of this annual report,
we have:

| |  | have achieved a series of losses since inception,
      although we reported a profit in 2018 and 2017;                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | have minimal operations, and                                                                                                                   
| |  | relied upon the sale of our securities and the proceeds
      derived from our recovery of placer gold operations to fund our
      operations.

Principal Capital Expenditures/Divestitures over the last
Three Fiscal Years

Our company has not had any principal capital expenditures or
divestitures over the last three fiscal years. We purchased a generator and
three pickup trucks in 2018. We purchased an exploration drill and a new pickup
truck in 2017.

C.Organizational Structure

The following organization chart sets forth our significant
subsidiaries.

- 19 -

---



D.Property, Plants and Equipment

National Instrument 43-101 Compliance

The hardrock, lode gold exploration technical information
relating to our mineral properties contained in this annual report on Form 20-F
is based upon information prepared by or the preparation of which was supervised
by Yves Clement, P.Geo., our Vice-President, Exploration.

Location of Operations

Except for the land upon which our field camp is located in
Kwabeng, Ghana, we do not own any real property. We own the mineral rights on
our projects located in the Kibi Gold Belt where all of our exploration
activities are currently conducted. Mining leases granted by the Government of
Ghana and registered to our Ghanaian subsidiary, XG Mining, grant us the right
to operate at our Kibi, Kwabeng, Pameng, Banso and Muoso projects and are
described elsewhere in this annual report.

We conduct administrative activities from our Corporate Office,
located at Monte Carlo #7, Paradise Island, Nassau, Bahamas. Since there is no
mail delivery service in Bahamas, our Company requires a P.O. Box at Village
Road Shopping Plaza, Suite #2150, P.O Box AP 59217, Nassau, Bahamas. We pay rent
of $2,200 monthly.

As of the date of this annual report, our technical and
administrative activities are conducted at our field camp. We do not pay any
rent as we own our field camp.

- 20 -

---

Map of Projects and Operations

The map below shows the locations of our Kibi, Kwabeng, Pameng,
Banso and Muoso projects all of which are described in further detail in this
annual report.



- 21 -

---



- 22 -

---

Overview of Projects

With the exception of our Kibi project, all our other projects
are currently at an early stage of evaluation with no identified mineral
resources or mineral reserves.

The Kibi project hosts the maiden Zone 2  Zone 3 mineral
resource estimate (October 26, 2012), including the Big Bend, East Dyke, South
Ridge and Mushroom deposits in Zone 2, and the Double 19 deposit in Zone 3.
Collectively, these five gold deposits lying within approximately 1.6 kilometres
of each other are estimated to contain an indicated mineral resource of 3.38
million tonnes grading 2.56 g/t gold for 278,000 ounces of contained gold and an
additional inferred mineral resource of 2.35 million tonnes grading 1.94 g/t
gold for 147,000 ounces of contained gold (@ base case 0.5 g/t cut-off). No
mineral reserves have been identified on our Kibi project.

Cautionary Note on Mineral Resources: The stated figures
for contained gold are in-situ mineral resources. Mineral resources are not
mineral reserves and by definition do not demonstrate economic viability. This
mineral resource estimate includes inferred mineral resources that are normally
considered too speculative geologically to have economic considerations applied
to them that would enable them to be categorized as mineral reserves. There is
also no certainty that these inferred mineral resources will be converted to the
measured and indicated resource categories through further drilling, or into
mineral reserves, once economic considerations are applied.

We have the following lode gold exploration activities planned
for 2019:

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

at our Kibi project:

| |  | follow-up trenching of Zone 2  Zone 3 early stage gold
      shoots / discoveries to guide future mineral resource expansion drilling
      efforts;                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | prospecting, reconnaissance geology, hand augering and/or
      scout pitting, and trenching of high priority gold -in-soil anomalies and
      grassroots gold targets across the extent of the Apapam concession; and                                                                                                                                                                                                                                                                                                                                                              
| |  | a diamond core drill program of approximately 6,000
      metres, at an estimated cost of $300,000, to be implemented utilizing the
      Companys in-house operated drill rig; consisting of a combination of
      follow-up drilling of early stage gold shoots / discoveries within the
      Zone 2  Zone 3 maiden mineral resource footprint area, including the
      completion of the South Ridge gold deposit resource expansion drilling
      program initiated in February 2018, and scout drilling of new grassroots
      gold targets across the Apapam concession.

at our Kwabeng project:

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

at our Pameng project:

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

at our Banso and Muoso projects:

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

As at the date of this annual report, we have estimated
$200,000 for the cost for soil sampling, hand augering and/or scout pitting, and
trenching at our Kibi, Kwabeng, Pameng, Banso and Muoso projects.

Title to Properties

We hold 30-year mining leases expiring on July 26, 2019 on our
Kwabeng and Pameng concessions. We are in the process of renewing our Apapam
concession, which expired on December 17, 2015, for a 15-year extension. We hold
a 14-year mining lease on our Banso concession expiring on January 5, 2025 and a
13-year mining lease on our Muoso concession expiring on January 5, 2024.

Recovery of Placer Gold

- 23 -

---

In July 2010, we entered into agreements with independent
Ghanaian contract miners to recover placer gold and produce the mineralized
material from our Kibi and Pameng projects and an agreement with Ravenclaw
Mining Limited, a Swiss company (see footnote 8 following the compensation table
under Compensation  Directors and Senior Management Compensation Table), to
assist in overseeing the contract miners to limit our involvement in the placer
gold recovery operations from July 2010 through December 2011 and enable our
company to focus on lode gold exploration activities (see Business Overview 
Gold Recovery Operations for further details).

During 2010 through 2012, we did not conduct any placer gold
recovery operations at our Kwabeng project. During 2013, 2014 and 2015, we
conducted placer gold recovery operations at our Kwabeng project, while adding
placer gold recovery operations at Banso and Muoso in 2015.

VTEM Survey

In 2011, an airborne Versatile Time-domain Electromagnetic
(VTEM), Magnetic and Radiometric survey (the VTEM survey) was
completed by our company on our projects which are all located in the Kibi Gold
Belt and encompassed approximately 4,000 line-kilometers at 200 meter line
spacing, with approximately 490 line-kilometers of detail 100 meter line spacing
coverage over our core Kibi project mining lease area. The VTEM system is
renowned for its superior penetration depth of greater than 400 meters, low base
frequency for enhanced penetration in conductive ground cover and high spatial
resolution which permits the spotting of drill targets directly off the airborne
anomalies. The primary purpose of the VTEM survey was to delineate auriferous
graphitic or sulphidic shears but resistivity-depth data may also help further
define and/or identify the granitoid bodies hosting the Kibi project
mineralization In addition to helping map lithological contacts, including the
gold prospective granitoid bodies, the aeromagnetic survey will permit the
detection of low-magnetic domains possibly reflecting demagnetization resulting
from intense gold-related hydrothermal alteration. The radiometric survey may
also help further define and/or identify the gold-hosting granitoid bodies.

The VTEM data was incorporated into the geological compilation
following our receipt of the final survey interpretation data from Geotech
Airborne Limited (see Technical Reports - Interpretation Report of VTEM Survey
below for further details). This integrated survey, in combination with previous
soil geochemistry and reconnaissance geology surveys will help further delineate
known gold occurrences outside Zone 2 of the Kibi project, and evaluate the
remainder of the Apapam mining lease area for the hosting of granitoid-hosted
and Ashanti style shear zone gold mineralization. Similarly, the VTEM survey
will help further define the extent and regional controls of the gold-bearing
structures discovered to date by scout trenching on the Ankaase Gold Trend,
located on the Muoso concession, and Banso Area No. 3 gold-in-soil anomalies;
with the objective of guiding follow-up trenching designed to outline high
priority, cost effective drill targets.

Technical Reports

Interpretation Report of VTEM Survey

In August 2011, Geotech Airborne Limited provided our company
with a report setting forth its interpretation of approximately 4,027 line
kilometers of electromagnetic, magnetic and radiometric data for gold
exploration in our Kibi project area.

The airborne geophysical datasets display a complex signal
largely dominated by NE-SW to NNE-SSW structures that are interpreted as shear
zones and graphitic sediments. Metasediments, metavolcanics and granitoids units
have been delineated from their geophysical (magnetic, electromagnetic and
radiometric) characteristics. The electromagnetic anomaly picks show elongated
patterns of conductors located in NE-SW to NNE-SSW trending areas interpreted as
graphitic layers within the interpreted shear zone and graphitic sediments.

The available geological and geophysical data was interpreted
in terms of gold potential within the area of interest. The geophysical
interpretation used the genetic model for stockworks/silicification gold
emplacement and the genetic model of granitoid gold emplacement. A total of 38
targets were delineated and ranked according to a priority level for ground
follow-up. Geotech Airborne Limited suggested that these targets should be
further investigated in the field using geology and geochemistry before planning
a drilling program.

Modified Gold Deportment Study

In October 2011, SGS South Africa (Pty) Ltd. provided our
company with a mineralogical report relating to mineralogical test work
consisting of a modified gold deportment study to characterize the gold, in two
samples, to recommend a process route to maximize gold recoveries. Approximately
10 kilograms of sample G478923 sulphide material (drill core) and 10 kilograms
of composite oxide (saprolite) material were utilized for the test work. The
composite oxide sample was created by SGS South Africa (Pty) Ltd. from

- 24 -

---

trench samples that were crushed and combined. The
mineralogical test work included metallurgical and mineralogical tests and was
done in conjunction with gravity test work conducted by the Metallurgical
Section of SGS South Africa (Pty) Ltd. This report outlined the methodology as
to how the different tests were conducted, the results of the test work,
conclusions and recommendations.

The objective of the modified gold deportment study was to gain
an understanding of the nature and mode of occurrence of the gold in each
sample. The modified gold deportment study included the following:

| |  | test work to determine the
      amenability of the ore to gravity recovery;                                                            
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                         
| |  | gold distribution across size
      fractions (grading analysis);                                                                       
| |   |                                                                                                                                         
| |  | heavy liquid separation to
      determine the amount of free gold or gold in heavy particles such as
      sulphides;                  
| |   |                                                                                                                                         
| |  | exposure and mineral association
      analysis of the particulate gold grains in the gravity concentrate;                              
| |   |                                                                                                                                         
| |  | chemical composition of the ore
      and metallurgical test products;                                                                  
| |   |                                                                                                                                         
| |  | general mineralogical
      characterization of the ore;                                                                                
| |   |                                                                                                                                         
| |  | identification and quantification
      of gold minerals including native gold, gold-tellurides, etc. in the
      gravity concentrates;
| |   |                                                                                                                                         
| |  | grain size distribution of the
      gold grains in the gravity concentrate;                                                            
| |   |                                                                                                                                         
| |  | test work to determine the gold
      recovery by direct cyanidation; and                                                               
| |   |                                                                                                                                         
| |  | diagnostic leach analysis of the
      gravity tailings to determine the gold deportment in the gravity tails.                          

SGS South Africa (Pty) Ltd. made the following preliminary gold
recovery conclusions in their report:

| |  | The gold in the G478923 gold ore samples (3.49 g/t Au) is
      highly amenable to cyanidation leaching with ~97% recoverable by means of
      direct cyanidation. This ore is also amenable to gravity upgrading, with
      ~67% of the gold recovered at a mass pull of ~3%. In the gravity
      concentrate (97.5 g/t Au), a total of 143 particulate gold grains were
      observed in the gravity concentrate of this sample.                                                                                                                                                                                                                                 
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | The grading analysis on the G478923 gold ore sample
      indicated a very high upgrading of gold in the +106μm size fraction
      (~69%). This indicates that the gold is either large gold grains or locked
      in large gold-bearing particles. From the liberation and mineral
      association characteristics determined by QEMSCAN, on the gravity
      concentrate, the gold was found to be ~63% liberated and ~25% was
      associated with pyrite. This indicates that the gold is either large,
      liberated gold grains or locked in large gold-bearing pyrite particles.                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | The direct cyanidation and diagnostic leach indicates
      that the sample is highly amenable to cyanide leaching, with ~97% of the
      gold recovered from the head sample at a grind of 80%-75μm by direct
      cyanidation and ~96% for the gravity tailings at a grind of~50%-75μm. This
      is corroborated by the exposure and the mineral association
      characteristics as determined by QEMSCAN analysis of the gravity
      concentrate. Approximately 90% of the particulate gold grains are ≥10%
      exposed and should be leachable.                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | The gold in the composite gold ore sample (7.28 g/t Au)
      is also highly amenable to cyanidation, with ~97% of the gold recoverable
      by means of direct cyanidation. The ore is also amenable to gravity
      upgrading, to some degree, with only ~56% of the gold recovered at a mass
      pull of ~3%. In the gravity concentrate (134.83 g/t Au) a total of 125
      particulate gold grains were observed by QEMSCAN.                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | The grading analysis on the composite gold ore sample
      indicated a very high upgrading of gold in the +106μm size fraction
      (~74%). This indicates that the gold is either large gold grains or locked
      in large gold-bearing particles. From the liberation and mineral
      association characteristics determined by QEMSCAN analysis of the gravity
      tailings, it was found that the gold grains were moderately liberated
      (~76%) and that ~10% was occurring in silicates and ~14% in oxides. This
      indicates that the gold is either large, liberated gold grains or locked
      in large gold-bearing silicate/oxide particles.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | The direct cyanidation and diagnostic leach tests
      indicated that the sample is highly amenable to cyanide leaching, with
      ~98% of the gold recovered from the head sample at a grind of 80%-75μm and
      ~99% of the gold in the gravity tailings at a grind of 50%-75μm. This is
      corroborated by the exposure and mineral association characteristics of
      particulate gold in the gravity concentrate, as determined by QEMSCAN analysis.
      Approximately ~96% of the gold grains are ≥10% exposed and should be
leachable.                                                                                                               

- 25 -

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| |  | The most simplistic processing option would be to mill
      the ore to ~80%-75μm followed by carbon-in-leach cyanidation. Another
      option, which may result in somewhat lower operational cost is to mill the
      ore relatively coarsely (say 80%-106μm) followed by gravity concentration
      and intensive cyanidation of the gravity concentrate. The gravity tailings
      could then be milled finer to ~80%-75 μm, followed by carbon-in- leach
      cyanidation. Taking out the coarse gold and some of the sulphides by
      gravity, will allow shorter retention times in the leach tanks and
      possibly even lower cyanide consumption.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*Report on Structural Geological Investigations of Zone 2,
Kibi Project*

In November 2011, SRK Consulting (Canada) Inc. provided our
company with a report of their structural geological investigations of Zone 2
(Big Bend zone, South zone and other zones including the Mushroom zone) on our
Kibi project.

Objectives and Overview

| |  | to review geological mapping to
      date and to provide on ground structural geological guidance; and                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                     
| |  | to conduct structural geological
      investigations of key exposures and drill core at Zone 2 with a focus on
      understanding:

| |  | the 3D geometry of diorite dykes;                                                                    
| | - | -----------------------------------------------------------------------------------------------------
| |   |                                                                                                      
| |  | structural controls on the
      distribution of gold mineralization (including ore plunge); and     
| |   |                                                                                                      
| |  | kinematics of shear/fault zones
      and their influence on the distribution of gold mineralization.

SRK Consulting (Canada) Inc. Conclusions

| |  | The distribution of gold
      mineralization in the Big Bend zone is controlled by two NNE-trending
      shear zones that bound the auriferous zone in a quartz diorite.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                           
| |  | Auriferous quartz veins in the
      Big Bend zone comprise:                                                                                                              

| |  | shear and extensional veins
      related to the development of NNE-trending shear zones; and
| | - | ---------------------------------------------------------------------------------------------
| |   |                                                                                              
| |  | stockwork veins in a particular
      portion of the quartz diorite.                         

| |  | Vein geometry, rare kinematic indicators and steeply
      plunging mineral lineation imply that deformation associated with gold
      mineralization in the Big Bend zone resulted from a protracted episode of
      reverse SE over NW movement.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                     
| |  | The controls on gold mineralization at the South zone and
      other zones are not well understood and require further oriented core
      drilling followed by structural geology investigations.                                                 

SRK Consulting (Canada) Inc. Recommendations

Big Bend Zone

| |  | complete infill drilling at the Big Bend zone to confirm
      gold grade continuity in preparation for resource estimation;                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                    
| |  | conduct detailed petrography studies to identify
      compositional variations in the quartz diorite and verify their potential
      control on the distribution of gold mineralization;                                                         
| |   |                                                                                                                                                                                                                                                    
| |  | include structural contours of auriferous diorite
      contacts on geological maps to investigate the relationship between the
      geometry of the auriferous portion of the diorite body and the
      distribution of gold mineralization; and
| |   |                                                                                                                                                                                                                                                    
| |  | define the continuation of (auriferous) shear zones to
      the north and south of the Big Bend diorite.                                                                                                                                          

South Zone and Other Zones (including the Mashroom Zone)

| |  | undertake further oriented core drilling to verify the
      extent and potential presence of shear zones at the South zone (drill
      orientations to SW and SE); and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 26 -

---

| |  | determine the shear zone
      kinematics and controls on gold distribution.
| | - | ----------------------------------------------------------------------------

Regional Structural Geology Interpretation of the
Aeromagnetic Data from the VTEM Survey

In December 2011, SRK Consulting (Canada) Inc. provided our
company with a report of their structural geological interpretation of
aeromagnetic data covering our Kibi Gold Belt mining concessions to assist in
understanding the structural setting of gold mineralization in the area and to
provide a practical structural framework for future exploration targeting. The
defined area of interest is ~705 square kilometers in area and is located at the
northern extremity of the Kibi Gold Belt. The area of interest was based on the
extent of the VTEM Survey conducted by Geotech Airborne Limited. The SRK
Consulting (Canada) Inc. report documents the methodology, results, conclusion
and recommendations from the structural geological interpretation.

The scope of work included a desktop structural interpretation
of the airborne geophysical data we acquired over the area of interest. Based on
the available airborne geophysical data, SRK Consulting (Canada) Inc.
constructed form lines outlining the internal geometry of stratigraphy within
our area of interest. In general, form lines within our area of interest display
a strong southwest-northeast trend, parallel to the tectonic grain in the known
greenstone belts of Ghana. Variations from this trend occur in a
north-west-southeast-trending belt along the lower portion of our area of
interest.

SRK Consulting (Canada) Inc. Conclusions

| |  | A fault network was interpreted and subdivided in terms
      of age. The fault network comprises dominant southwest- northeast-
      trending faults, subparallel to the dominant trend observed in the form
      lines that include early reactivated DE extensional faults. These faults
      are interpreted to have developed (or reactivated) during the Eburnean
      Orogeny (D2 -D5 ) and are believed to be closely linked to gold
      mineralization.                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Two types of intrusions (belt and basin type granitoids)
      were identified in our area of interest, both of which were emplaced
      before the culmination of the Eburnean Orogeny (D5 ) and therefore are
      overprinted by D5 deformation.                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | A late (D6 ) fault set is represented by
      east-west-rending faults that are linked by minor northwest-southeast-
      trending faults. These are characterized by narrow, linear breaks in the
      magnetic data often with little to no visible offset in the magnetic
      stratigraphy. These late faults are interpreted to have resulted from
      northeast-southwest compression that may have occurred at the final stages
      of the Eburnean Orogeny or post-dated the Eburnean Orogeny.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Several areas of structural complexity were identified
      within our area of interest, including left and right - hand steps along
      the major fault corridors, intersections between D2 -D5 faults and
      intersections between D2 -D5 and D5 faults, particularly in the vicinity
      of intrusions.                                                                                                                                                                                            

SRK Consulting (Canada) Inc. Recommendations

| |  | Regional ground-truthing of the
      regional structural interpretation should be conducted. This should aim to
      not only identify whether a given fault is present, but also characterize
      each fault in terms of:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | fault products (including the
      brittle/brittle-ductile/ductile nature of the fault);
| | - | -----------------------------------------------------------------------------------------
| |   |                                                                                          
| |  | orientation of associated
      foliations and lineations if present;                    
| |   |                                                                                          
| |  | kinematics; and                                                                          
| |   |                                                                                          
| |  | alteration or gold mineralization
      present.                                         

| |  | A confidence rating should be compiled for each
      interpreted fault identified as part of this interpretation. This may
      include using existing geological mapping, satellite imagery, other
      geophysical datasets, or ground-truthing to produce a confidence rating
      based on the number of datasets, a given fault is identified in, or based
      on the resolution of datasets a given interpreted fault is based on.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Regional ground-truthing of the regional lithological
      interpretation should be conducted. This should focus on the location of
      the boundary between the basin and belt assemblages, as well as better
      defining the internal variation within both these assemblages, including
      their known relationships with gold mineralization.                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Conduct a regional geochemical survey to verify the
      validity of identified target areas and conduct close - spaced soil
      geochemical sampling to guide exploration drilling in areas of positive
      results.                                                                                                                                                                                                                    

- 27 -

---

Note:

| |  | 1 ppm = 1 gram per tonne (g/t) =
      1,000 part per billion (ppb)                             
| | - | ------------------------------------------------------------------------------------------------
| |   |                                                                                                 
| |  | All gold results for our
      exploration programs are reported in parts per million gold (Au).

Our Prior Exploration Activities

Please refer to our annual reports on Form 20-F and Form 10-K
previously filed with the SEC for any exploration activities conducted by us
before the three years required by this annual report.

Kibi Project

Overview

Our Kibi project is also referred to in this annual report as
the Apapam concession and is comprised of a 33.65 square kilometer land
position.

Our Kibi project land position also encompasses the following
two land staking applications:

| |  | the Akim Apapam concession is a reconnaissance license
      contiguous to the southwest extremity of our Kibi project covering an area
      of 7.0 square kilometers (700 hectares); and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                           
| |  | the Apapam concession extension is a ground extension
      along the northwest boundary of our Kibi project covering an area of 1.42
      square kilometers (142 hectares).             

The Akim Apapam concession application was made to provide a
buffer area. The Akim Apapam concession was covered by a first pass (200 meters
x 25 meters) soil geochemistry survey in 2011; with 2012 exploration efforts
including a single trench (157 meters) and 27 hand auger holes (147 meters)
targeting a gold-in-soil anomaly. The Apapam concession extension application
was made to cover certain trench and drill gold intercepts. The applications for
the Akim Apapam concession and the Apapam concession extension were submitted by
our company to the Minerals Commission of Ghana on January 15, 2008 and November
19, 2009, and as at the date of this annual report, approval of these
applications is still pending and there is no assurance that either of them will
be granted.

The Apapam concession contains two small scale mining licenses,
comprising approximately 0.1012 square kilometers (10.12 hectares) located
within the northwest portion of the concession which were granted to third
parties before our companys application for the Apapam concession. None of the
in situ, lode gold mineralization occurrences, described in the October 31, 2012
independent National Instrument 43-101 technical report prepared by SEMS
Exploration Services Ltd. are located within and/or proximal to these third
party small scale mining licenses, and there is no current knowledge of any lode
gold occurrences being present on these parcels. No information is available on
past and/or current alluvial gold mining activity on these small scale mining
licenses.

Location and Access

Our Kibi project lies within the Kibi-Winneba greenstone belt
in the Eastern Region of Ghana and is located on the eastern flank of the Atewa
Range along the headwaters of the Birim River in the immediate vicinity of the
district capital of Kibi, approximately 75 kilometers NNW of the nations
capital city of Accra. Access to our Kibi project is by driving northwest from
Accra on the paved Accra-Kumasi Trunk Road, the main national highway, for
approximately 90 kilometers until the town of Kibi, marked by a road sign, is
reached. One would make a left hand turn at the Kibi sign and drive southwest
for approximately 5 kilometers to arrive at our Apapam concession. A tarred road
emanating from the Accra-Kumasi Trunk Road, approximately 15 kilometers
northeast of Kibi, dissects the north-central and south-eastern portions of our
concession, while the tarred road servicing the town of Apapam provides access
to the concessions south-western extremity. Our Kibi project is located
approximately 15 kilometers south-southeast from our field camp.

The Kibi-Winneba greenstone belt is characterized by a narrow
sequence of Birimian metavolcanics underlying most of the Atewa Range, which is
covered by an extensive laterite/bauxite capping, and surrounded by a thick
package of Birimian metasediments dominating the flanks and the lower lying
areas. Our Kibi project covers the Birimian volcanic-sediment contact which we
believe represents a highly favorable environment for the hosting of lode gold
deposits throughout Ghana.

Historic Work

Before the exploration work conducted by our company, very
little systematic exploration work for bedrock gold deposits has been conducted in the Kibi area since the 1930s.

- 28 -

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Prior Exploration by Xtra-Gold

2016 Exploration Program

During 2016, in connection with our Kibi project, exploration
activities focused on the implementation of the Phase I drill program on the
Cobra Creek Gold Corridor prospect; an approximately 550 metre (m) wide,
NE-trending, quartz-feldspar porphyry (QFP) hosted, multi-structure braided
shear zone system traced to date over an approximately 850 m strike length. A
total of 43 diamond core boreholes totaling 2,639 m were completed over a 2.75
-month period extending from June 7 to August 31, 2016.

The first pass drill program included: 12 initial exploratory
boreholes ranging from 56 m to 220 m in length (1,576 m) designed to test 10
priority auriferous shear targets identified by extensive outcrop stripping /
channel sampling efforts, Induced Polarization (IP) / Resistivity anomalies
spatially associated with auriferous shears, and to gain a better understanding
of the litho-structural setting of the gold mineralization; and 31 short,
predominantly vertical (-90o) boreholes ranging from 16 m to 63 m in
length (1,063 m) designed to better target / dissect relatively flat-lying,
gold-bearing extensional veining systems. Twenty of the short holes (775 m)
tested the near-surface distribution of auriferous extensional veining arrays
within the High Grade Shoot and Tourmaline Zone area at the northeastern
extremity of the Main Shear structure.

The results of the Cobra Creek Gold Corridor Phase I drill
program were reported by the Company on October 19, 2016; with 26 of the 43
boreholes yielding exploration significant auriferous drill intercepts,
including the following highlights:

|- | 4.5 m grading 10.9 grams per tonne (g/t) gold,
      including 16.28 g/t gold over 2.9 m, and including 57.08 g/t gold over 0.6
      m, from 7.1 m down-hole in #CCDD16020; 0.7 m grading 58.73 g/t gold from
      vertical depth of 27.6 m in #CCDD16024; and 5.5 m grading 6.57 g/t gold,
      including 11.7 g/t gold over 2 m, from surface in #CCDD16013 (High Grade
      Shoot); and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | 5.2 m grading 9.51 g/t gold, including 37.95 g/t gold
      over 1.1 m, and including 51.35 g/t gold over 0.6 m, from vertical depth
      of 1 m in #CCDD16015; and 1.5 m grading 48.1 g/t gold and 0.7 m grading
      10.5 g/t gold from vertical depths of 1.5 m and 12 m respectively in
      #CCDD16022 (High Grade Shoot  NW Branch).                                                  

A surface sampling program was also completed on the Cobra
Creek target in the March 2016 quarter; with the exploration work designed to
further define the auriferous structural corridor in preparation for the Phase I
drill program. The work program included the mechanical stripping of
approximately 800 square metres of bedrock exposure and 178 metres of trenching
to follow up on new auriferous occurrences discovered by prospecting efforts,
and to further delineate the strike-extensions of the known gold-bearing shear
zones; with a total of 128 saw-cut channel samples (101 m) and 157 trench
channel samples collected. The results of the surface sampling program
implemented from mid-October 2015 to early April 2016 on the Cobra Creek Gold
Corridor prospect were reported by the Company on June 16, 2016.

Kibi project exploration work also included scout pitting (16)
to test gold-in-soil anomalies and approximately 5.3 line-kilometres

(245 samples) of infill soil geochemical sampling to further
delineate the Akwadum South (Zone 7) and Hillcrest Shear (Zone 6) grassroots
gold targets located on the Apapam Mining Lease and the adjoining Akim Apapam
Reconnaissance Licence application, respectively. We did not conduct any
exploration activities on our Kwabeng, Pameng, Banso and Muoso projects during
the year.

2017 Exploration Program

Exploration activities on this project from January 1 to
December 31, 2017, focussed on the continuation of the scout pitting program
initiated in the December 2016 quarter; with the ongoing pitting designed to
test the subsurface signature of high priority gold-in-soil anomalies to
identify follow up trenching and/or drilling targets. A total of 58 scout pits,
encompassing 226 channel samples, were manually excavated on the Akwadum South
(Zone 7) and Akwadum North (Zone 8) gold-in-soil anomalies, and the
Hillcrest Shear (Zone 6) gold target, located on the Apapam Mining Lease and
the adjoining Akim Apapam Reconnaissance Licence application, respectively.
Exploration work also included the rehabilitation / deepening of approximately
250 m of old scout trenching on the Hillcrest Shear and Akwadum South grassroots
targets to permit detailed geological mapping and channel sampling (243
samples). Compilation of the geological and assay result data is in progress,
and the scout pitting / trenching sampling results will be reported upon the
completion of the ongoing gold-in-soil anomaly evaluation program.

2018 Exploration Program

Exploration activities on this project from January 1 to
December 31, 2018, being the fiscal year for which this annual report is being
filed, focussed on the continued advancement of early stage gold shoots /
discoveries within the Zone 2  Zone 3 maiden mineral resource footprint area. A
planned 4,000 metre resource expansion drilling program was initiated in
February at the South Ridge gold deposit on Zone 2 of the Kibi Gold Project; with a total of 26
diamond core boreholes totalling 3,414 metres completed by the Companys
in-house drilling crew by the end of the 2018 year.

- 29 -

---

The assay results for the first 18 boreholes (2,272 m) of the
South Ridge resource expansion drilling program completed from February 21 to
September 30, 2018 were reported by the Company on August 8 and October 30, 2018
(#KBDD18257 - #KBDD18274), including the following highlights:

|- | 2.67 grams per tonne (g/t) gold over 37.78 metres
      (uncut), including 5.23 metres grading 13.53 g/t gold from a d own-hole
      depth of 52.22 metres in #KBDD18263; and 27.0 metres grading 2.85 g/t
      gold, including 4.84 metres grading 5.12 g/t gold from a down-hole depth
      of 21.0 metres in #KBDD18264 (i.e., #KBDD18263 - #264 Drill Fence);
      extending gold mineralization in the northwestern section of the zone
      approximately 60 metres down dip from previous drilling forming scope of
      current inferred mineral resource estimate (August 8, 2018 News Release);
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | 15.0 metres grading 1.19 g/t gold, including 3.25 metres
      grading 2.99 g/t gold from a down-hole depth of 67.8 metres in #KBDD18269;
      extending gold mineralization approximately 100 metres downdip from
      previous drilling forming scope of current inferred mineral resource
      estimate (October 30, 2018 News Release); and                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | 25.65 metres grading 1.4 g/t gold, including 3.14 g/t
      gold over 5.75 metres and 3.38 g/t gold over 3.15 metres from a down -
      hole depth of 12.0 metres in #KBDD18270 (October 30, 2018 News Release).                                                                                                                                                                                                                                                                                                                                                                                                

These initial 18 boreholes ranging in length from 78 metres to
184 metres tested the northwestern 200 metre segment of the gold zone with a
series of drill fences at 50 metre spacing; with the typically SW-trending,
steeply inclined (-75o) boreholes testing the depth continuity of the
auriferous system at downdip depths extending from 55 metres to 175 metres from
surface. The South Ridge deposit consists of a northwest striking / northeast
dipping quartz diorite-hosted gold mineralization zone traced to date along an
approximately 400 metre strike length and 230 metre downdip depth from surface.

The South Ridge deposit has a current inferred mineral resource
estimate of 0.9 million tonnes grading 1.48 grams per tonne (g/t) gold for
42,000 ounces of contained gold. The South Ridge deposit, along with the Big
Bend, East Dyke, and Mushroom deposits in Zone 2 and the Double 19 deposit in
Zone 3, form part of a maiden mineral resource estimate (October 26, 2012) on
the Companys Kibi Gold Project. In aggregate, these five gold deposits lying
within approximately 1.6 kilometres of each other are estimated to encompass an
indicated mineral resource of 3.38 million tonnes grading 2.56 g/t gold for
278,000 ounces of contained gold and an additional inferred mineral resource of
2.35 million tonnes grading 1.94 g/t gold for 147,000 ounces of contained gold
(@ base case 0.5 g/t cut-off). The Zone 2  Zone 3 maiden mineral resource
represents the first ever mineral resource generated on a lode gold project
within the Kibi Gold Belt. Gold mineralization is characterized by auriferous
quartz vein sets hosted in Belt-type granitoids geologically analogous to other
Grantoid-hosted gold deposits of Ghana, including Kinross Golds Chirano and
Newmont Minings

Subika deposits in the Sefwi gold belt. The NI 43-101 Technical
Report entitled Independent Technical Report, Apapam Concession, Kibi
Project, Eastern Region, Ghana, prepared by SEMS Explorations and dated
October 31, 2012, is filed under the Companys profile on SEDAR atwww.sedar.com..

Kibi project exploration activities for the 2018 year also
included grassroots work consisting of hand auger sampling and scout pitting
designed to test the subsurface signature of high priority gold-in-soil
anomalies to identify follow up trenching and/or drilling targets. A total of 61
hand auger holes totalling approximately 205 metres and 16 scout pits totalling
approximately 50 vertical metres were completed on the Akwadum South (Zone 7)
and Hillcrest Shear (Zone 6) auriferous structural trends, located on the
Apapam Mining Lease and the adjoining Akim Apapam Reconnaissance Licence
application, respectively. Compilation of the geological and assay result data
is in progress, and the hand auger / scout pit sampling results will be reported
upon the completion of the ongoing gold-in-soil anomaly evaluation program.

Future Exploration Plans

2019 Proposed Exploration Program

As at the date of this annual report, during 2019, we plan to
conduct:

| | follow-up trenching of Zone 2 
      Zone 3 early stage gold shoots / discoveries to guide future mineral
      resource expansion drilling efforts;                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | prospecting, reconnaissance
      geology, hand augering and/or scout pitting, and trenching of high
      priority gold -in-soil anomalies and grassroots gold targets across the
      extent of the Apapam concession; and                                                                                                                                                                                                                                                                                                                                      
| | a diamond core drill program of
      approximately 6,000 metres, at an estimated cost of $300,000, to be
      implemented utilizing the Companys in-house operated drill rig;
      consisting of a combination of follow-up drilling of early stage gold
      shoots / discoveries within the Zone 2  Zone 3 maiden mineral resource footprint
area, including the completion of the South Ridge gold deposit resource
expansion drilling program initiated in February 2018, and scout drilling of new
grassroots gold targets across the Apapam concession.

- 30 -

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Gold Intercept Reporting Criteria

Unless otherwise indicated, Reported Intercepts represent
core-lengths; true width of mineralization is unknown at this time. Individual
sample results were length weighted to yield average composite interval grades
as reported. Unless otherwise indicated

Significant Intercepts satisfy following criteria: greater
than (>) 5.0 gram gold x meter product and > 0.5 g/t gold.
Anomalous signifies at least one intercept > 2.0 gram gold x meter product
and > 0.25 g/t gold. Unless otherwise indicated, intercepts are
constrained with a 0.25 g/t gold minimum cut-off grade at the top and bottom of
the intercept, with no upper cut-off grade applied, and a maximum of five
consecutive meters of internal dilution (less than 0.25 g/t gold). All internal
intervals yielding above 10 g/t gold are indicated within the intersection.

Quality-Control Program

We have implemented a quality-control program to ensure best
practice in the sampling and analysis of the diamond drill core, reverse
circulation (RC) chip samples, saprolite trench and saw-cut channel samples, and
soil samples. Drill core is HQ diameter (63.5 millimeters) in upper oxidized
material (regolith) and NQ diameter (47.6 millimeters) in the lower fresh rock
portion of the hole. Drill core is saw cut and half the core is sampled in
standard intervals. The remaining half of core is stored in a secure location.
Reverse circulation (RC) chip samples are taken at one meter intervals under dry
drilling conditions by experienced geologists, with all samples weighed on site.
Saprolite trench samples consist of continuous, horizontal channels collected
from a canal excavated along the bottom sidewall of the trench (~ 0.10 meters
above floor). All samples are transported in security-sealed bags to Intertek
Minerals Limited, an ISO 17025:2005 accredited laboratory. As of the date of
this annual report, a 1,000 gram split of the sample is pulverized to better
than 85% passing 75 microns, and analyzed by industry standard 50 gram fire
assay fusion with atomic absorption spectroscopy finish. Samples with observed
visible gold and/or exhibiting typical Kibi-type granitoid hosted mineralization
characterized by liberated, particulate gold grains are pulverized in their
entirety to better than 85% passing 75 microns, and analyzed three times by
industry standard 50 gram fire assay fusion with atomic absorption spectroscopy
finish; with the arithmetic average of the three assays reported. Our company
inserts a certified reference standard (low to high grade), analytical blank,
and field duplicate sample in every batch of 20 drill core / reverse circulation
(RC) chip / trench channel / saw cut channel samples. Validation parameters are
established in the database to ensure quality control.

Recovery and Sale of Placer Gold

There were no placer gold recovery operations carried out at
this project during 2014 through to the end of our fiscal year.

Mineral Resources and Reserves

No mineral reserves have been identified on our Kibi project.
The Kibi project hosts the maiden Zone 2  Zone 3 mineral resource estimate
(October 26, 2012), including the Big Bend, East Dyke, South Ridge and Mushroom
deposits in Zone 2, and the Double 19 deposit in Zone 3. Collectively, these
five gold deposits lying within approximately 1.6 kilometres of each other are
estimated to contain an indicated mineral resource of 3.38 million tonnes
grading 2.56 g/t gold for 278,000 ounces of contained gold and an additional
inferred mineral resource of 2.35 million tonnes grading 1.94 g/t gold for
147,000 ounces of contained gold (@ base case 0.5 g/t cut-off).

Cautionary Note on Mineral Resources: The stated figures
for contained gold are in-situ mineral resources. Mineral resources are not
mineral reserves and by definition do not demonstrate economic viability. This
mineral resource estimate includes inferred mineral resources that are normally
considered too speculative geologically to have economic considerations applied
to them that would enable them to be categorized as mineral reserves. There is
also no certainty that these inferred mineral resources will be converted to the
measured and indicated resource categories through further drilling, or into
mineral reserves, once economic considerations are applied.

Apapam Mining Lease

XG Minings interest in our Kibi project was previously held by
a prospecting license granted by the Government of Ghana on March 29, 2004
covering a licensed area of 33.65 square kilometers. In May 2008, XG Mining
applied to the Government of Ghana to convert the Kibi prospecting license to a
mining lease. When our application received parliamentary approval, the
Government of Ghana granted and registered the Apapam mining lease to XG Mining
on the following terms and conditions.

- 31 -

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The Apapam mining lease is dated December 18, 2008 and is owned
and controlled by our company, as to a 90% interest; and is registered to our
subsidiary, XG Mining, while the remaining 10% free carried interest in XG
Mining is held by the Government of Ghana. The Apapam mining lease covers a
lease area of 33.65 square kilometers and is located in the East Akim District
of the Eastern Region of Ghana. The Apapam mining lease had a seven year term
which expired on December 17, 2015.

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. As these extensions
generally take years for the regulatory review to be completed, the Company is
not yet in receipt of the extension approval. However, until the Company
receives the extension documents, the old lease remains in force under the
mineral laws. The extension is in accordance with the terms of application and
payment of fees to the Minerals Commission of Ghana (Mincom). All gold
production will be subject to a production royalty of the net smelter returns
(NSR) payable to the Government of Ghana.

We have been granted surface and mining rights by the
Government of Ghana to work, develop and produce gold in the Apapam lease area
(including the processing, storing and transportation of ore and materials).

With respect to the Apapam mining lease, we are:

| | required to pay applicable taxes and annual rental fees
      to the Government of Ghana in the amount of approximately $19 (GH¢32.80);
      and                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                             
| | committed to pay a royalty in each quarter to the
      Government of Ghana, through the Commissioner of Internal Revenue, based
      on the production for that quarter within 30 days from the quarter end as
      well as a royalty on all timber felled in accordance with existing
      legislation;
|  |                                                                                                                                                                                                                                                                                                             
| | required to:                                                                                                                                                                                                                                                                                                

| |  | commence commercial production of gold within two years
      from the date of the mining lease;                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | conduct our operations with due diligence, efficiency,
      safety and economy, in accordance with good commercial mining practices
      and in a proper and workmanlike manner, observing sound technical and
      engineering principles using appropriate modern and effective equipment,
      machinery, materials and methods and paying particular regard to the
      conservation of resources, reclamation of land and environmental
      protection generally; and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | mine and extract ore in accordance with preceding
      paragraph, utilizing methods which include dredging, quarrying, pitting,
      trenching, stoping and shaft sinking in the Apapam lease area.                                                                                                                                                                                                                                                                            

We are further required to furnish to the government
authorities of Ghana, comprised of the Minister of Lands, Forestry and Mines,
the Head of the Inspectorate Division of the Minerals Commission, the Chief
Executive of the Minerals Commission and the Director of Ghana Geological Survey
(the government authorities), with technical records which include:

| | a report in each quarter not later than 30 days after the
      quarter end to the government authorities in connection with quantities of
      gold won in that quarter, quantities sold, revenue received and royalties
      payable;                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | a report half-yearly not later than 40 days after the
      half year end to the government authorities summarizing the results of
      operations during the half year and technical records, which report shall
      also contain a description of any geological or geophysical work carried
      out by our company in that half year and a plan upon a scale approved by
      the Head of the Inspectorate Division of the Minerals Commission showing
      dredging areas and mine workings;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | a report in each financial year not later than 60 days
      after the end of the financial year summarizing the results of our
      operations in the lease area during that financial year and the technical
      records, which report shall further contain a description of the proposed
      operations for the following year with an estimate of the production and
      revenue to be obtained;                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | a report not later than three months after the expiration
      or termination of the Apapam mining lease, to the government authorities
      giving an account of the geology of the lease area including the
      stratigraphic and structural conditions and a geological map on scale
      prescribed in the Mining Regulations;                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | a report not less than 21 days in advance of the proposed
      alteration, issuance or borrowing to the government authorities (except
      for the Head of the Inspectorate Division of the Minerals Commission and
      the Director of Ghana Geological Survey) of any proposed alteration to our
      regulations,                                                                                                                                                                             

- 32 -

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| | a report not less than 21 days in advance of the proposed
      alteration, issuance or borrowing to the government authorities (except
      for Head of the Inspectorate Division of the Minerals Commission and the
      Director of Ghana Geological Survey) on the particulars of any fresh share
      issuance or borrowings in excess of an amount equal to the stated capital
      of XG Mining;                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | a copy of XG Minings annual financial reports to the
      government authorities (except for the Head of the Inspectorate Division
      of the Minerals Commission and the Director of Ghana Geological Survey)
      including a balance sheet, profit and loss account and notes thereto
      certified by a qualified accountant, who is a member of the Ghana
      Institute of Chartered Accountants, not later than 180 days after the
      financial year end; and
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | such other reports and information in connection with our
      operations to the government authorities as they may reasonably require.                                                                                                                                                                                                                                                                                                                                       

We are entitled to:

| | surrender all of our rights in
      respect of any part of the lease area not larger in aggregate than 20% of
      the lease area by providing not less than two months notice to the
      Government of Ghana;                                                                      
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                          
| | surrender a larger part of the
      lease area by providing not less than 12 months notice; and                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                          
| | terminate our interest in the
      Apapam mining lease if the mine can no longer be economically worked, by
      giving not less than nine months notice to the government authorities,
      without prejudice to any obligation or liability incurred before such
      termination.

The Government of Ghana has the right to terminate our interest
in the Apapam mining lease if we:

| | fail to make payments when due;                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                            
| | contravene or fail to comply with
      terms and conditions of the mining lease (however, we have 120 days to
      remedy from the notice of such event);
|  |                                                                                                                                                            
| | become insolvent or commit an act
      of bankruptcy; or                                                                                                  
|  |                                                                                                                                                            
| | submit false statements to the
      government authorities.                                                                                               

The Apapam mining lease further provides that XG Mining shall
report forthwith to the government authorities if it discovers any other mineral
deposits apart from gold and silver in the lease area, who in turn will provide
XG Mining with the first option to prospect further and to work the said
minerals subject to satisfactory arrangements made between XG Mining and the
government authorities.

Kwabeng Project

Our Kwabeng Project is also referred to in this annual report
as the Kwabeng concession and is comprised of 44.76 square kilometers.

Location and Access

The Kwabeng concession is located in the Atiwa West District of
the Eastern Region of Ghana, along the western, lower flank and base of the
Atewa Range, approximately 10 kilometers north-northwest of our Kibi project
which is located on the Apapam concession. The eastern boundary of the Kwabeng
concession is demarcated by the Atewa Forest Reserve.

Access to our Kwabeng project can be gained by driving
northwest from Accra on the Accra-Kumasi Trunk Road, for approximately

110 kilometers until arrival at Anyinam, making a left hand
turn at the road sign that reads Kwabeng in the middle of the Town of Anyinam
and driving in a southwesterly direction approximately 10 kilometers until
arriving at a sign reading Xtra-Gold Mining before reaching the town of
Kwabeng.

Historical Work

There has been very little exploration for lode source gold
deposits at our Kwabeng and Pameng projects; however, there has been detailed
exploration for placer gold deposits. Prior to the recovery of placer gold from
our Kwabeng project during 2007 and 2008 and our Kibi and Pameng projects during
2010 and 2011, these projects contained approximately 12,583,000 bank cubic
meters of auriferous gravels. As at the date of this annual report, the company
does not feel an accurate calculation of the remaining cubic metres and grade figures on our Kibi, Kwabeng and Pameng
projects can be made. In addition to the mineralized material, there is
potential to define reserves with further exploration.

- 33 -

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The placer gold deposit currently located at our Kwabeng
concession was mined by the former owner in the early 1990s for 15 months and
produced approximately 16,800 ounces of gold before operations were ceased due
to mining difficulties as noted hereunder. The placer gold is contained in a
gravel deposit distributed across the floor of the river valleys west of the
Atewa Range which can easily be excavated.

Prior Exploration by Xtra-Gold

2016 Exploration Program

We did not conduct any exploration activities on our Kwabeng
project during the 2016 fiscal year.

2017 Exploration Program

Exploration activities on this project from January 1 to
December 31, 2017, focussed on the implementation of a scout drilling program
including 17 diamond core boreholes totalling 985 metres (m) on the Bomaa
North segment of the extensive Bomaa auriferous float / subcrop train
(#BADD17001 - #BADD17017). The drilling was completed from September 28 to
December 9, 2017 by the Companys in-house drilling crew utilizing its newly
acquired diamond drill rig commissioned in the June 2017 quarter. The shallow
first pass drill program, with boreholes ranging from 31.0 m to 119.5 m in
length, was designed to test the near-surface extent of the auriferous argillite
/ quartz vein zone identified by trenching / outcrop stripping efforts and to
gain a better understanding of the litho-structural setting of the gold
mineralization. Saw-cut channel sampling (41.95 m) of stripped outcrop exposures
was also conducted in conjunction with the drill program.

Scout drilling successfully traced the northeast striking,
moderately southeast dipping (40o  60o) Bomaa North
silicified argillite / quartz vein zone over an approximately 200 m strike
length and a 170 m down-dip distance from surface (~90 m vertical). Thirteen
(13) out of the 17 boreholes intersected the mineralization-hosting silicified
argillite unit; with five (5) boreholes yielding exploration significant gold
intercepts ranging from 4.48 m to 18.5 m in core-length.

The results of the Bomaa scout drilling / channel sampling
program were reported by the Company on January 25, 2018; including the
following highlights:

|- | 18.5 m grading 2.04 grams per tonne (g/t) gold,
      including 5.22 g/t gold over 5.0 m, from 4.5 m down-hole in #BADD17003;
      6.5 m grading 1.2 g/t gold, including 3.6 g/t gold over 1.0 m, from 46.05
      m down -hole in #BADD17009; and 5.4 m grading 1.59 g/t gold, including
      2.48 g/t gold over 2.2 m, from 28.5 m down -hole in #BADD17016; and
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | saw-cut channel sample composite grading 4.23 g/t gold
      over 12.0 m, including 9.14 g/t gold over 2.2 m in sample string #RSBA004
      (stripped outcrop); and saw-cut channel sample #CSBA006 grading 25.0 g/t
      gold over 0.9 m (trench #TBA002).                                                                                                         

An initial scout trenching program was also completed on the
Bomaa gold project during the September 2017 quarter; with the exploration
program designed to identify the bedrock source of the Bomaa North segment of
the extensive auriferous argillite rock float / subcrop train. The work program
included two mechanical trenches totalling approximately 146 m and approximately
53 m of saw-cut channel samples collected from stripped outcrop exposures within
the trenches. Trenching efforts confirmed the bedrock in situ source of the
auriferous float / subcrop train; with a silicified argillite / quartz vein zone
exposed in trench #TBA001 yielding a saw-cut channel sample composite grading
1.46 g/t gold over a 9.17 m trench-length, including 5.64 g/t gold over 1.62 m.
Initial results of the Bomaa scout trenching program were reported by the
Company on August 22, 2017.

2018 Exploration Program

Exploration work on our Kwabeng project during the 2018 year
was limited to a single scout diamond core borehole (104.5 m) on a grassroots
gold target.

2019 Proposed Exploration Program.

As at the date of this annual report, during 2019, we plan to
conduct:

| | 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).                                                                                            

- 34 -

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Recovery and Sale of Placer Gold

As at December 31, 2018, we have sold an aggregate of 17,435
fine ounces of gold from placer gold recovered from the mineralized material at
our Kwabeng project during 2007, 2008, and 2013 to 2018 fiscal years. We did not
have an exclusive agreement with any company or entity to buy the placer gold
that was recovered. No placer gold recovery operations were conducted at this
project during 2009 through 2012.

The gold price (approximately $1,302 per ounce as at March 25,
2019) is significantly greater compared to the approximately $300 per ounce gold
price during the previous mining effort by the former operator of this project.
On the basis of an annual recovery of placer gold of approximately 700,000 bank
cubic meters, we anticipate that recovery of placer gold operations at this
project could be sustained for 4 years. However, this will depend upon numerous
factors including the grade and commercial recoverability of the mineralized
material and the selling gold price at the relevant time.

Resumption of Placer Gold Recovery Operations at our Kwabeng
Project

Placer gold recovery operations at our Kwabeng project resumed
in 2013. As stated elsewhere in this annual report, we plan to focus our efforts
and our financial resources primarily on planned exploration activities on our
Kwabeng project (see Kwabeng Project  2019 Exploration Program).

Former Ownership

In the early 1990s, the former mining lessee invested
approximately $24,000,000 to open and operate a mine at the Kwabeng concession.
The mining operation lasted for 15 months and 16,800 ounces of gold was produced
before the mine was shut down due to a poor gold price, mining methodology and a
lack of funds to continue mining operations.

Resources and Reserves

No mineral resources or mineral reserves have been identified
on our Kwabeng project.

Kwabeng Mining Lease

The Kwabeng mining lease is dated July 26, 1989 and is owned
and controlled by our company, as to a 90% interest; and is registered to our
subsidiary, XG Mining, while the remaining 10% free carried interest in XG
Mining is held by the Government of Ghana. The Kwabeng mining lease covers a
lease area of 44.76 square kilometers and has a 30 year term expiring on July
26, 2019. We have been granted surface and mining rights by the Government of
Ghana to work, develop and produce gold in the lease area (including processing,
storing and transportation of ore and materials). See Kibi Project  Apapam
Mining Lease for identical mining lease terms for the Kwabeng mining lease,
except for the name of the mining lease, the lease registration particulars, the
lease area and annual rental fees payable in the amount of approximately $19
(GH¢32.80) .

The Kwabeng mining lease further provides that XG Mining shall
report forthwith to the government authorities if we discover any other minerals
in the Kwabeng lease area and will provide XG Mining with the first option to
prospect further and to work the said minerals subject to satisfactory
arrangements made between XG Mining and the government authorities.

Ancillary Operations

Field Camp at Kwabeng Project

Our company possesses our fully operational and well maintained
field camp comprised of an administrative office, living quarters and workshop
facilities located on our Kwabeng concession which is accessible by paved road
located approximately two hours drive from the capital city of Accra. Our field
camp is the base of operations for the majority of our administrative activities
and all of our exploration activities. All of our senior Ghanaian staff is
accommodated in the field camp with our junior staff located in the surrounding
towns and villages. XG Mining has rehabilitated the field camp which included
installation of a communication system for Internet access, electronic mail,
telephone and facsimile service and minor construction repairs. Our field camp
is within cell phone coverage and is supplied with electricity from the national
power grid, which lines run along the road accessing our field camp.

Fuel and Spare Parts Supply

We deliver fuel from Accra by tanker and discharge the fuel
into and store the fuel in the fuel tank facility located within our field camp.
We purchase spare parts for all of our equipment either locally or from
suppliers overseas and store such parts in the secure spare parts warehouse
located at our field camp.

- 35 -

---

Workspace

There is adequate office space at our field camp to accommodate
our administrative, geology, surveying, equipment maintenance and other
departments, as well as their technical support and our laborers.

Equipment Maintenance

Any maintenance of our excavators or other equipment which we
may own will be carried out in the workshops located within our field camp.

Capital Expenditures

We do not anticipate any significant capital expenditures in
the next 12 months in connection with placer gold recovery operations.

Pameng Project

Our Pameng project is also referred to in this annual report as
the Pameng concession and is comprised of 40.51 square kilometers.

The Pameng concession is located in the East Akim District of
the Eastern Region of Ghana, along the western, lower flank and base of the
Atewa Range, approximately 2 kilometers west-northwest of our Kibi project which
is located on the Apapam concession. Access to our Pameng project can be gained
by driving northwest from Accra on the Accra-Kumasi Trunk Road for approximately

125 kilometers until arrival at the village of Pameng where
there is a road sign reading Pameng. Make a left hand turn at the Pameng sign
and drive southwest approximately 2 kilometers to reach our Pameng concession.
Our Pameng concession is located approximately 12.5 kilometers south-southwest
from our field camp.

Historical Work

To the best of our knowledge, the Pameng concession has never
been subjected to modern, systematic exploration for lode gold mineralization.

Prior Exploration by Xtra-Gold

2016 Exploration Programs

No significant lode gold exploration work was conducted in 2016
on this project. 2017 Exploration ProgramsNo significant lode gold
exploration work was conducted in 2017 on this project. 2018 Exploration
ProgramsNo significant lode gold exploration work was conducted in 2018
on this project.

Future Exploration Plans for 2019

As at the date of this annual report, during 2018, we have
planned the following exploration activities at this project:

| | ongoing geological compilation, prospecting, soil
      geochemical sampling, and scout trenching to identify and/or further
      advance grassroots targets .
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Recovery and Sale of Placer Gold

During 2010 and 2011, we negotiated with independent Ghanaian
contract miners and operators in connection with their placer gold recovery
operations at our Pameng project on fixed payment terms to our company. During
2010, 4,720 ounces of gold was recovered and produced by the contract miners
from our Pameng project for which we received and sold 897 ounces of gold for
gross proceeds of $1,128,451. During 2011, 5,621 ounces of gold was recovered
and produced by the contract miners at this project for which we received and
sold 1,068 ounces of gold for $1,489,058. During 2012, we sold 53 ounces of gold
for gross proceeds of $87,997 which was the remaining payment we had received
from the contract miners during their 2010 and 2011 placer gold recovery
operations at this project. No placer gold recovery operations were conducted at
this project during 2012 through the end of our fiscal year.

- 36 -

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Mineral Reserves

No mineral resources or mineral reserves have been identified
on our Pameng project.

Pameng Mining Lease

The Pameng mining lease is dated July 26, 1989 and is owned and
controlled by our company, as to a 90% interest; and is registered to our
subsidiary, XG Mining, while the remaining 10% free carried interest in XG
Mining is held by the Government of Ghana. The Pameng mining lease covers a
lease area of 40.51 square kilometers and has a 30 year term expiring on July
26, 2019. We have been granted surface and mining rights by the Government of
Ghana to work, develop and produce gold in the lease area (including processing,
storing and transportation of ore and materials). See Kibi Project  Apapam
Mining Lease for identical mining lease terms for the Pameng mining lease,
except for the name of the mining lease, the lease registration particulars, the
lease area and annual rental fees payable in the amount of approximately $19
(GH¢32.80).

The Pameng mining lease further provides that XG Mining shall
report forthwith to the government authorities if we discover any other minerals
in the Pameng lease area, and will provide XG Mining with the first option to
prospect further and to work the said minerals subject to satisfactory
arrangements made between XG Mining and the government authorities.

Banso Project

Our Banso project is also referred to in this annual report as
the Banso concession and is comprised of 55.28 square kilometers.

Location and Access

The Banso concession is located in the East Akim District of
the Eastern Region of Ghana, approximately 7 kilometers south-southwest from our
field camp.

Both of the Banso concession and the Muoso concession lie in
the Kibi-Winneba Gold Belt on the western flanks of the prominent Atewa Range,
which is underlain by Birimian greenstone, phyllites, meta-tuffs, epi-diorite,
meta-greywacke and chert. The valleys, over which this concession is located,
are underlain by thick sequences of Birimian metasediments. The north-western
end of the Atewa Range is the type-locality for the Birimian metasediments and
metavolcanics. The area where both of our Banso and Muoso projects are located
is one of the oldest placer gold mining areas of Ghana, dating back many
centuries.

Access to the Banso concession is gained by driving northwest
approximately 136 kilometers from Accra on the paved Accra-Kumasi Trunk
Road.

Historic Work

Historical exploration and mining have mainly focused on placer
gold. Before the acquisition of our interest in the Banso concession, to the
best of our knowledge and based on mining records in Ghana, there had never been
a detailed documented bedrock exploration program conducted on this
concession.

Prior Exploration by Xtra-Gold

2016 to 2018 Exploration Programs

No significant lode gold exploration work was conducted by our
company on our Banso project from 2013 through to the end of our fiscal year.

Prior Exploration

2016 Exploration

There was no exploration activity conducted on this project by
our company or by Buccaneer Gold Corp. in 2016. This project was the subject of
litigation between Buccaneer and the company which commenced in 2015 and settled
in November 2016. The company retained its 100% interest in the project.

Future Exploration Plans for 2019

As at the date of this annual report, during 2019, we have
planned the following exploration activities at this project:

- 37 -

---

| | 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).                                                                                                

Mineral Reserves

No mineral resources or mineral reserves have been identified
on our Banso project.

Banso Mining Lease

The Banso mining lease is dated January 6, 2011 and is owned
and controlled by our company, as to a 90% interest; and is registered to XG
Mining, while the remaining 10% free carried interest in XG Mining is held by
the Government of Ghana. The Banso mining lease covers a lease area of 51.67
square kilometers and has a 14 year term expiring on January 5, 2025. We have
been granted surface and mining rights by the Government of Ghana to work,
develop and produce gold in the lease area (including processing, storing and
transportation of ore and materials). See Kibi Project  Apapam Mining Lease
for identical mining lease terms for the

Banso mining lease, except for the name of the mining lease,
the lease registration particulars, the lease area and annual rental fees
payable in the amount of approximately $148 (GH¢260.00) .

The Banso mining lease further provides that XG Mining shall
report forthwith to the government authorities if we discover any other minerals
in the Banso lease area, and will provide XG Mining with the first option to
prospect further and to work the said minerals subject to satisfactory
arrangements made between XG Mining and the government authorities.

Muoso Project

Our Muoso project is also referred to in this annual report as
the Muoso concession and is comprised of 55.28 square kilometers.

Location and Access

The Muoso concession is located in the East Akim District of
the Eastern Region of Ghana, approximately 1 kilometer north from our field
camp.

Access to our Muoso project is gained by driving northwest
approximately 80 kilometers from Accra on the paved Accra-Kumasi Trunk Road.
This highway passes through the easternmost portion of the Muoso concession and
shares a common boundary with the Kwabeng concession. From the town of Osino,
one would drive northwest approximately 5 kilometers to the town of Anyinam,
from which an all weather direct road heads south through the centre of the
Muoso concession and onto the Banso concession, approximately 15 kilometers
south of the Accra-Kumasi Trunk Road. The town of Muoso is approximately 10
kilometers from Anyinam. A number of dirt roads, trails and footpaths offer
additional access to this concession.

Historic Work

Historical exploration and mining have mainly focused on placer
gold. Before the acquisition of our interest in the Muoso concession, to the
best of our knowledge and based on mining records in Ghana, there had never been
a detailed documented bedrock exploration program conducted on this
concession.

Prior Exploration by Xtra-Gold

No significant lode gold exploration work was conducted by our
company on our Muoso project from 2014 through to the end of our fiscal year.

Prior Exploration

2016 Exploration

There was no exploration activity conducted on this project by
our company or by Buccaneer Gold Corp. in 2016. This project was the subject of
litigation between Buccaneer and the company which commenced in 2015 and settled
in November 2016. The company retained its 100% interest in the project.

Future Exploration Plans for 2019

As at the date of this annual report, during 2019, we have
planned the following exploration activities at this project:

- 38 -

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| | 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).                                                                                                

Resources and Reserves

No mineral resources or mineral reserves have been identified
on our Muoso project.

Muoso Mining Lease

The Muoso mining lease is dated January 6, 2011 and is owned
and controlled by our company, as to a 90% interest; and is registered to XG
Mining, while the remaining 10% free carried interest is held by the Government
of Ghana. The Muoso mining lease covers an area of 55.28 square kilometers and
has a 13 year term expiring on January 5, 2024. We have been granted surface and
mining rights by the Government of Ghana to work, develop and produce gold in
the Muoso lease area (including processing, storing and transportation of ore
and materials). See Kibi Project  Apapam Mining Lease for identical terms for
the Muoso mining lease, except for the name of the mining lease, the lease
registration particulars, the lease area and annual rental fees payable in the
amount of approximately $159 (GH¢280.00) .

The Muoso mining lease further provides that XG Mining shall
report forthwith to the government authorities if we discover any other minerals
in the Muoso lease area, and will provide XG Mining with the first option to
prospect further and to work the said minerals subject to satisfactory
arrangements made between XG Mining and the government authorities.

Assignment of Interest

Item 4A      Unresolved Staff
Comments

Not applicable.

Item 5        Operating
and Financial Review and Prospects

A.Operating Results

Our company reported a gain for the year ended December 31,
2018 of $1,539,294 (December 31, 2017  gain of $453,932, December 31, 2016 
loss of $467,711). Our companys basic and diluted gain (loss) per share for the
year ended December 31, 2018 was $0.03 (December 31, 2017 - $0.01, December 31,
2016 - $(0.01)) . The 2018 and 2017 years benefited from improved gold recovery
results as compared to 2016. The 2016 exploration drill program expense created
most of the loss in that year.

The weighted average number of shares outstanding was
47,089,027 (December 31, 2017  47,948,596, December 31, 2016 - 47,256,630).
Average shares outstanding were reduced in 2018 through share repurchases.
Average shares outstanding were reduced in 2017 as share repurchases more than
offset shares issued on exercise of stock options. Average shares outstanding in
2016 increased with the placement of 2,500,000 units and conversion of 408,000
stock options to shares, while 396,000 shares were repurchased and cancelled.
Average fully diluted shares in 2018 were 49,405,027 (2017 - 51,339,216), with
the difference being in the money stock options and warrants. These items did
not materially affect earnings per share. Average fully diluted shares in 2016
were unchanged at 47,256,630 as the company was in a loss position which
resulted in the effect of stock options and warrants being anti-dilutive.

We incurred expenses of $887,037 in the year ended December 31,
2018 (December 31, 2017 - $881,022, December 31, 2016 - $1,302,245). Exploration
expense increased in 2018 as the company actively worked on its properties.
Exploration was reduced in 2017 as the company purchased a drill rig. Spending
in 2016 was greater than in other years as the 2,639 metre drill program was
completed. We expense all exploration costs. Amortization increased in 2018 with
the addition of a generator and three new pickup trucks. Amortization in 2017
reflects the addition of a new drill mid-year. The 2016 amortization reflects no
new equipment purchased in that year. General and administrative expense was
mostly consistent over the three-year period. Non-cash stock-based compensation
expense was significantly reduced in 2018 to $33,437 and was reasonably stable
at $103,001 in 2017 and $104,519 in 2016.

During 2018, in connection with our Kibi project, exploration
activities focussed on the continued advancement of early stage gold shoots /
discoveries within the Zone 2  Zone 3 maiden mineral resource footprint area. A
planned 4,000 metre resource expansion drilling program was initiated in
February at the South Ridge gold deposit on Zone 2 of the Kibi Gold Project;
with a total of 26 diamond core boreholes totalling 3,414 metres completed by
the Companys in-house drilling crew by the end of the 2018 year.

- 39 -

---

The assay results for the first 18 boreholes (2,272 m) of the
South Ridge resource expansion drilling program completed from February 21 to
September 30, 2018 were reported by the Company on August 8 and October 30, 2018
(#KBDD18257 - #KBDD18274), including the following highlights:

|- | 2.67 grams per tonne (g/t) gold over 37.78 metres
      (uncut), including 5.23 metres gradin g 13.53 g/t gold from a down-hole
      depth of 52.22 metres in #KBDD18263; and 27.0 metres grading 2.85 g/t
      gold, including 4.84 metres grading 5.12 g/t gold from a down-hole depth
      of 21.0 metres in #KBDD18264 (i.e., #KBDD18263 - #264 Drill Fence);
      extending gold mineralization in the northwestern section of the zone
      approximately 60 metres down dip from previous drilling forming scope of
      current inferred mineral resource estimate (August 8, 2018 News Release);
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | 15.0 metres grading 1.19 g/t gold, including 3.25 metres
      grading 2.99 g/t gold from a down-hole depth of 67.8 metres in #KBDD18269;
      extending gold mineralization approximately 100 metres downdip from
      previous drilling forming scope of current inferred mineral resource
      estimate (October 30, 2018 News Release); and                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | 25.65 metres grading 1.4 g/t gold, including 3.14 g/t
      gold over 5.75 metres and 3.38 g/t gold over 3.15 metres from a down -
      hole depth of 12.0 metres in #KBDD18270 (October 30, 2018 News Release).                                                                                                                                                                                                                                                                                                                                                                                                

These initial 18 boreholes ranging in length from 78 metres to
184 metres tested the northwestern 200 metre segment of the gold zone with a
series of drill fences at 50 metre spacing; with the typically SW-trending,
steeply inclined (-75o) boreholes testing the depth continuity of the
auriferous system at downdip depths extending from 55 metres to 175 metres from
surface. The South Ridge deposit consists of a northwest striking / northeast
dipping quartz diorite-hosted gold mineralization zone traced to date along an
approximately 400 metre strike length and 230 metre downdip depth from surface.

The South Ridge deposit has a current inferred mineral resource
estimate of 0.9 million tonnes grading 1.48 grams per tonne (g/t) gold for
42,000 ounces of contained gold. The South Ridge deposit, along with the Big
Bend, East Dyke, and Mushroom deposits in Zone 2 and the Double 19 deposit in
Zone 3, form part of a maiden mineral resource estimate (October 26, 2012) on
the Companys Kibi Gold Project. In aggregate, these five gold deposits lying
within approximately 1.6 kilometres of each other are estimated to encompass an
indicated mineral resource of 3.38 million tonnes grading 2.56 g/t gold for
278,000 ounces of contained gold and an additional inferred mineral resource of
2.35 million tonnes grading 1.94 g/t gold for 147,000 ounces of contained gold
(@ base case 0.5 g/t cut-off). The Zone 2  Zone 3 maiden mineral resource
represents the first ever mineral resource generated on a lode gold project
within the Kibi Gold Belt. Gold mineralization is characterized by auriferous
quartz vein sets hosted in Belt-type granitoids geologically analogous to other
Grantoid-hosted gold deposits of Ghana, including Kinross Golds Chirano and
Newmont Minings

Subika deposits in the Sefwi gold belt. The NI 43-101 Technical
Report entitled Independent Technical Report, Apapam Concession, Kibi Project,
Eastern Region, Ghana, prepared by SEMS Explorations and dated October 31,
2012, is filed under the Companys profile on SEDAR at www.sedar.com..

Kibi project exploration activities for the 2018 year also
included grassroots work consisting of hand auger sampling and scout pitting
designed to test the subsurface signature of high priority gold-in-soil
anomalies to identify follow up trenching and/or drilling targets. A total of 61
hand auger holes totalling approximately 205 metres and 16 scout pits totalling
approximately 50 vertical metres were completed on the Akwadum South (Zone 7)
and Hillcrest Shear (Zone 6) auriferous structural trends, located on the
Apapam Mining Lease and the adjoining Akim Apapam Reconnaissance Licence
application, respectively. Compilation of the geological and assay result data
is in progress, and the hand auger / scout pit sampling results will be reported
upon the completion of the ongoing gold-in-soil anomaly evaluation program.

Exploration work on our Kwabeng project during the 2018 year
was limited to a single scout diamond core borehole (104.5 m) on a grassroots
gold target. In connection with our Pameng project, a total of 1,658 soil
samples and 234 prospecting grab samples corresponding to a 90.5 line-kilometre
soil geochemistry program implemented in 2014 were submitted to the laboratory
for analysis during the current reporting period; with the compilation of the
geological and assay result data currently ongoing. We did not conduct any
exploration activities on our Banso and Muoso projects during the 2018 year.

Exploration activities for the 2017 year focussed primarily on
the continued advancement of the Bomaa gold prospect located on our Kwabeng
Mining Lease (Kwabeng Project). The grassroots Bomaa auriferous float /
subcrop target discovered in 2013 consists of a continuous auriferous argillite
rock float and/or subcrop train traceable in a meandering pattern over an
approximately 2.8 kilometre (km) distance; with the mineralized rock float /
subcrop train appearing to mimic the trace of a folded argillite metasedimentary
rock unit.

A scout drilling program including 17 diamond core boreholes
totalling 985 metres (m) was completed from September 28 to December 9, 2017
on the Bomaa North segment of the extensive Bomaa auriferous float / subcrop
train (#BADD17001 - #BADD17017). The drilling was undertaken by the Companys
in-house drilling crew utilizing its newly acquired diamond drill rig

- 40 -

---

commissioned in the June 2017 quarter. The shallow first pass
drill program, with boreholes ranging from 31.0 m to 119.5 m in length, was
designed to test the near-surface extent of the auriferous argillite / quartz
vein zone identified by trenching / outcrop stripping efforts and to gain a
better understanding of the litho-structural setting of the gold mineralization.
Saw-cut channel sampling (41.95 m) of stripped outcrop exposures was also
conducted in conjunction with the drill program.

Scout drilling successfully traced the northeast striking,
moderately southeast dipping (40o  60o) Bomaa North
silicified argillite / quartz vein zone over an approximately 200 m strike
length and a 170 m down-dip distance from surface (~90 m vertical). Thirteen
(13) out of the 17 boreholes intersected the mineralization-hosting silicified
argillite unit; with five (5) boreholes yielding exploration significant gold
intercepts ranging from 4.48 m to 18.5 m in core-length.

The results of the Bomaa scout drilling / channel sampling
program were reported by the Company on January 25, 2018; including the
following highlights:

|- | 18.5 m grading 2.04 grams per tonne (g/t) gold,
      including 5.22 g/t gold over 5.0 m, from 4.5 m down-hole in #BADD17003;
      6.5 m grading 1.2 g/t gold, including 3.6 g/t gold over 1.0 m, from 46.05
      m down-hole in #BADD17009; and 5.4 m grading 1.59 g/t gold, including 2.48
      g/t gold over 2.2 m, from 28.5 m down -hole in #BADD17016; and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | saw-cut channel sample composite grading 4.23 g/t gold
      over 12.0 m, including 9.14 g/t gold over 2.2 m in sample string #RSBA004
      (stripped outcrop); and saw-cut channel sample #CSBA006 grading 25.0 g/t
      gold over 0.9 m (trench #TBA002).                                                                                                        

An initial scout trenching program was also completed on the
Bomaa gold project during the September 2017 quarter; with the exploration
program designed to identify the bedrock source of the Bomaa North segment of
the extensive auriferous argillite rock float / subcrop train. The work program
included two mechanical trenches totalling approximately 146 m and approximately
53 m of saw-cut channel samples collected from stripped outcrop exposures within
the trenches. Trenching efforts confirmed the bedrock in situ source of the
auriferous float / subcrop train; with a silicified argillite / quartz vein zone
exposed in trench #TBA001 yielding a saw-cut channel sample composite grading
1.46 g/t gold over a 9.17 m trench-length, including 5.64 g/t gold over 1.62 m.
Initial results of the Bomaa scout trenching program were reported by the
Company on August 22, 2017.

In connection with our Kibi project, exploration activities for
the 2017 year focussed on the continuation of the scout pitting program
initiated in the December 2016 quarter; with the ongoing pitting designed to
test the subsurface signature of high priority gold-in-soil anomalies to
identify follow up trenching and/or drilling targets. A total of 58 scout pits,
encompassing 226 channel samples, were manually excavated on the Akwadum South
(Zone 7) and Akwadum North (Zone 8) gold-in-soil anomalies, and the
Hillcrest Shear (Zone 6) gold target, located on the Apapam Mining Lease and
the adjoining Akim Apapam Reconnaissance Licence application, respectively.
Exploration work also included the rehabilitation / deepening of approximately
250 m of old scout trenching on the Hillcrest Shear and Akwadum South grassroots
targets to permit detailed geological mapping and channel sampling (243
samples).

Exploration activities on our Banso and Muoso projects for the
2017 year were limited to data compilation and geological / geophysical
modelling to identify and/or further advance grassroots targets. We did not
conduct any exploration activities on our Pameng project during the 2017 year.

During 2016, in connection with our Kibi project, exploration
activities focussed on the implementation of the Phase I drill program on the
Cobra Creek Gold Corridor prospect; an approximately 550 m wide, NE-trending,
quartz-feldspar porphyry (QFP) hosted, multi-structure braided shear zone
system traced to date over an approximately 850 m strike length. A total of 43
diamond core boreholes totaling 2,639 m were completed over a 2.75 month period
extending from June 7 to August 31, 2016.

The first pass drill program included: 12 initial exploratory
boreholes ranging from 56 m to 220 m in length (1,576 m) designed to test 10
priority auriferous shear targets identified by extensive outcrop stripping /
channel sampling efforts, Induced Polarization (IP) / Resistivity anomalies
spatially associated with auriferous shears, and to gain a better understanding
of the litho-structural setting of the gold mineralization; and 31 short,
predominantly vertical (-90o) boreholes ranging from 16 m to 63 m in
length (1,063 m) designed to better target / dissect relatively flat-lying,
gold-bearing extensional veining systems. Twenty of the short holes (775 m)
tested the near-surface distribution of auriferous extensional veining arrays
within the High Grade Shoot and Tourmaline Zone area at the northeastern
extremity of the Main Shear structure.

The results of the Cobra Creek Gold Corridor Phase I drill
program were reported by the Company on October 19, 2016; with 26 of the 43
boreholes yielding exploration significant auriferous drill intercepts,
including the following highlights:

|- | 4.5 m grading 10.9 grams per tonne (g/t) gold,
      including 16.28 g/t gold over 2.9 m, and including 57.08 g/t gold over 0.6
      m , from 7.1 m down-hole in #CCDD16020; 0.7 m grading 58.73 g/t gold from
      vertical depth of 27.6 m in #CCDD16024; and 5.5 m grading 6.57 g/t gold, including
  11.7 g/t gold over 2 m, from surface in #CCDD16013 (High Grade Shoot); and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 41 -

---

|- | 5.2 m grading 9.51 g/t gold, including 37.95 g/t gold
      over 1.1 m, and including 51.35 g/t gold over 0.6 m, from vertical depth
      of 1 m in #CCDD16015; and 1.5 m grading 48.1 g/t gold and 0.7 m grading
      10.5 g/t gold from vertical depths of 1.5 m and 12 m respectively in
      #CCDD16022 (High Grade Shoot  NW Branch).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A surface sampling program was also completed on the Cobra
Creek target in the June 2016 quarter; with the exploration work designed to
further define the auriferous structural corridor in preparation for the Phase I
drill program. The work program included the mechanical stripping of
approximately 800 square metres of bedrock exposure and 178 m of trenching to
follow up on new auriferous occurrences discovered by prospecting efforts, and
to further delineate the strike-extensions of the known gold-bearing shear
zones; with a total of 128 saw-cut channel samples (101 m) and 157 trench
channel samples collected. The results of the surface sampling program
implemented from mid-October 2015 to early April 2016 on the Cobra Creek Gold
Corridor prospect were reported by the Company on June 16, 2016.

Kibi project exploration work for the 2016 year also included
scout pitting (16) to test gold-in-soil anomalies and approximately 5.3 km (245
samples) of infill soil geochemical sampling to further delineate the Akwadum
South (Zone 7) and Hillcrest Shear (Zone 6) grassroots gold targets located
on the Apapam Mining Lease and the adjoining Akim Apapam Reconnaissance Licence
application, respectively.

We did not conduct any exploration activities on our Kwabeng,
Pameng, Banso and Muoso projects during the 2016 year.

We recognized gains related to other items of $2,426,331 in
2018 (2017 - $1,334,954, 2016 - $834,534). The gains can mostly be attributed to
the recovery of gold. During the year ended December 31, 2018, we sold 4,346
fine ounces of gold at an average price of US$1,262 for net proceeds of
$2,791,014 (2017  2,575 ounces of gold at an average price of $1,237 for net
proceeds of $1,312,921, 2016  2,142 ounces of gold at an average price of
$1,189 for net proceeds of $828,559). 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.

We recognized a mark-to-market expense of $114,793 in 2018,
related to extending the warrants to February 2020. We recognized a
mark-to-market expense of $Nil in 2017, related to extending the warrants to
August 2018 (2016 - $1,000 related to embedded derivatives for the Canadian
dollar warrant issued as a part of the May 2016 financing). 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, 2018, our company had a
foreign exchange loss of $234,063 (2017  loss of $29,516, 2016  loss of
$19,086) due to strength in the U.S. dollar and comparative weakness in the
Ghana cedi and Canadian dollar.

Our company recognized a trading and holding loss on marketable
securities of $31,723 (2017 - gain of $43,551, 2016 - gain of $31,612).
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 $15,896 (2017 - $9,006, 2016 - $8,989) mostly
relates to dividends on investment portfolio assets.

B.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.

- 42 -

---

Cash on hand was increased by $1,249,473 during 2018.
Operations generated cash of $1,658,077, mostly from increased earnings on gold
recovery. Cash of $117,619 was used to purchase a generator and three new pickup
trucks during 2018. Cash of $556,385 was used to purchase investments and we
received $313,386 on the sale of investments. Restricted cash was increased by
$50,000 related to an environmental bond with the Government of Ghana. Other
operating expenses were mostly cash neutral. Cash from financing activities
reported a use of $290,985, comprised of cash used to repurchase shares.

During the year ended December 31, 2018, our company
repurchased 1,536,500 of our shares at a cost of $290,985 (December 31, 2017 -
repurchased 554,000 of our shares at a cost of $100,239, December 31, 2016 -
repurchased 396,000 of our shares at a cost of $69,774) and cancelled these
shares.

At December 31, 2018, accounts payable and accrued liabilities
increased slightly to $320,184 due to gold revenue related activity (December
31, 2017 - $237,256, December 31, 2016 - $269,613). Our cash and cash
equivalents as at December 31, 2018 were sufficient to pay these liabilities. We
believe that our company has sufficient working capital to achieve our 2019
operating plan. However, our historical losses raise substantial doubt about our
ability to continue as a going concern. Our auditors have issued an explanatory
paragraph in their audit opinion for the year end December 31, 2018.

At December 31, 2018, we had total cash and cash equivalents
and restricted cash of $2,860,447 (December 31, 2017 - $1,610,974, December 31,
2016 - $1,134,884). Working capital as of December 31, 2018 was $2,634,750
(December 31, 2017 - $1,382,318, December 31, 2016 - $1,106,425). The 2018
increase in working capital mostly reflects the revenue from gold recovery. The
2017 increase in working capital mostly reflects the revenue from gold recovery.
The 2016 increase in working capital mostly reflects the equity units issued for
cash. During the year ended December 31, 2018, our company sold $313,386 in
tradable securities and purchased $556,385 in tradable securities.

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 28, 2019, December 31, 2018, December 31, 2017, and
December 31, 2016 were as follows:

March 28, 2019
    December 31, 2018
    December 31, 2017
    December 31, 2016Common Shares
    46,245,917
    46,245,917
    47,782,417
    48,174,417Warrants
    1,250,000
    1,250,000
    1,250,000
    1,397,000Stock Options
    2,615,000
    2,615,000
    2,615,000
    1,920,000Fully diluted
    50,110,917
    50,110,917
    51,647,417
    51,491,417


As of the date of this MD&A, the exercise of all
outstanding warrants and options would raise approximately $1.1 million, however
such exercise is not anticipated until the market value of our shares of common
stock increases in value.

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

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

Our fiscal 2019 budget to carry out our plan of operations is
approximately $900,000 as disclosed in our Plan of Operations section above and
in our 20-F annual report under Item 4.B  Information on Xtra-Gold  Business
Overview. These expenditures are subject to change if management decides to
scale back or accelerate operations. We believe that we are adequately
capitalized to achieve our operating plan for fiscal 2019. However, our losses
raise substantial doubt about our ability to continue as a going concern. Our
auditors have issued an explanatory paragraph in their audit opinion for the
year end December 31, 2018.

Going Concern

We have incurred accumulated net losses of $26,921,347 since
inception through December 31, 2018. The report of our independent registered
public accounting firm on our financial statements for the years ended December
31, 2018, 2017 and 2016 contains an explanatory paragraph regarding our ability to continue as a
going concern based upon an ongoing history of financial losses and because our
company is dependent on our ability to raise additional capital, which may not
be available when required, to implement our business plan. These conditions are
typical for junior exploration companies. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. There are no assurances we will be successful in
our efforts to increase our revenues and report profitable operations or to
continue as a going concern.

- 43 -

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C.Research and Development, Patents and Licenses

As Xtra-Gold is a mineral exploration company with no producing
properties, the information required by this item is inapplicable.

D.Trend Information

Gold prices closed in 2018 at $1,278 per ounce, above the 2018
average of $1,268 per ounce. The low for 2018 occurred in August. We continue to
see positive indicators for gold prices in the future.

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

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

Gold prices per ounce over the year ended December 31, 2018 and
previous two years are as follows:

2018
    
    
    2017
    
    
    2016High
    $
    1,355
    
    $
    1,346
    
    $
    1,366Low
    
    1,178
    
    
    1,151
    
    
    1,077Average
    
    1,268
    
    
    1,257
    
    
    1,248


The tone for the precious metals market in the near future will
depend on the U.S. dollar strength. The US Federal Reserve has recently
expressed a neutral stance to increase rates. The focus going forward will be on
how much economic growth, government deficits and debts affect the ability of
the Federal Reserve to increase future rates or shrink its balance sheet. Any
wobble in the US economy could interfere with the rate increases and create
uncertainty about the US economy, which would be good for gold prices.

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

E.Off-Balance Sheet Arrangements

Our company has no off-balance sheet arrangements.

F.Tabular Disclosure of Contractual Obligations

Our company does not have any material contractual obligations
as of December 31, 2018.

G.Safe Harbor

This annual report, including all exhibits hereto, contains
forward-looking statementsand forward-looking information.
Forward-looking statements are with reference to our financial condition,
results of operations, business prospects, plans, objectives, goals, strategies,
future events, capital expenditure, and exploration and development efforts.
Words such as anticipates, expects, intends, plans, forecasts,
projects, budgets, believes, seeks, estimates, could, might,
should, and similar expressions identify forward-looking statements. Although
we believe that our plans, intentions and expectations reflected in these
forward-looking statements are reasonable, we cannot be certain that these
plans, intentions or expectations will be achieved. Actual results, performance
or achievements could differ materially from those contemplated, expressed or
implied by the forward-looking statements. These statements include comments
regarding the establishment and estimates of mineral reserves and mineral
resources, production, production commencement dates, productions costs, cash
operating costs per ounce, total cash costs per ounce, grade, processing capacity, potential mine life, feasibility studies,
development costs, capital and operating expenditures, exploration, the closing
of certain transactions including acquisitions and offerings. All statements,
other than statements of historical facts, included in this annual report, our
other filings with the SEC and Canadian securities commissions and in news
releases and public statements made by our officers, directors or
representatives of our company, that address activities, events or developments
that we expect or anticipate will or may occur in the future are forward-looking
statements and forward-looking information.

- 44 -

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The following, in addition to the factors described elsewhere
in this annual report under Risk Factors, are among the factors that could
cause actual results to differ materially from the forward-looking
statements:

| | unexpected changes in business
      and economic conditions;                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                             
| | significant increases or
      decreases in gold prices;                                                                                    
|  |                                                                                                                                             
| | changes in interest rates and
      currency exchange rates;                                                                                
|  |                                                                                                                                             
| | unanticipated grade changes;                                                                                                                
|  |                                                                                                                                             
| | changes in metallurgy;                                                                                                                      
|  |                                                                                                                                             
| | access and availability of
      materials, equipment, supplies, labor and supervision, power and water;                                    
|  |                                                                                                                                             
| | determination of mineral
      resources and mineral reserves;                                                                              
|  |                                                                                                                                             
| | availability of drill rigs;
      changes in project parameters;                                                                            
|  |                                                                                                                                             
| | costs and timing of development
      of new mineral reserves; results of current and future exploration
      activities;                  
|  |                                                                                                                                             
| | results of pending and future
      feasibility studies; joint venture relationships;                                                       
|  |                                                                                                                                             
| | political or economic
      instability, either globally or in the countries in which we operate;                                           
|  |                                                                                                                                             
| | local and community impacts and
      issues;                                                                                               
|  |                                                                                                                                             
| | timing of receipt of government
      approvals; accidents and labor disputes; environmental costs and risks;
      and                     
|  |                                                                                                                                             
| | competitive factors, including
      competition for property acquisitions; and availability of capital at
      reasonable rates or at all.

With respect to any forward-looking statement that includes a
statement of its underlying assumptions or bases, we believe such assumptions or
bases to be reasonable and have formed them in good faith, assumed facts or
bases almost always vary from actual results, and the differences between
assumed facts or bases and actual results can be material depending on the
circumstances. When, in any forward-looking statement, we express an expectation
or belief as to future results, that expectation or belief is expressed in good
faith and is believed to have a reasonable basis, but there can be no assurance
that the stated expectation or belief will result or be achieved or
accomplished. All subsequent written and oral forward-looking statements
attributable to us, or anyone acting on our behalf, are expressly qualified in
their entirety by the cautionary statements. Except for our ongoing obligations
to disclose material information under the Federal securities laws, we do not
undertake any obligations to publicly release any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this annual report or to reflect unanticipated events that may occur. These
forward-looking statements speak only as of the date of this annual report and
you should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.

Item 6        Directors,
Senior Management and Employees

A.Directors and Senior Management

The following table sets forth, as of December 31, 2018, the
names of the directors and senior management of Xtra-Gold. Each of our directors
has served in his capacity since his election and/or appointment and will serve
until the next annual general meeting of our shareholders.

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Name, Municipality
      of Residence and Position Held with the Company
    Age
    Principal
      Occupation
    Date of
      Appointment or Election
    Other Principal
      DirectorshipsJames Longshore (5)(6)Rose
      Island, Bahamas Manager Director, Ghana Operations
    51
    President and CEO Xtra-Gold Resources Corp.,
      and Manager Director of Ghana Operations
    January 3, 2009
    none


Name, Municipality of
      Residence and Position Held with the Company
    Age
    Principal Occupation
    Date of Appointment or
      Election
    Other Principal
      DirectorshipsDenis Laviolette(1)(2)(3)Toronto, Ontario Director
    33
    Vice President Palisade Global Investments
    June 22, 2015
    nonePeter Minuk (5)(6)Toronto,
      Ontario Secretary and Treasurer and Director
    53
    Self-employed business consultant
    March 5, 2007
    noneJames Harold Schweitzer (1)(2)(3)(5)(6)
      Scarborough, Ontario Director
    80
    Retired businessman
    June 11, 2011
    noneYves P. Clement (5)(6)Vancouver, British Columbia Vice-President, Exploration
    53
    Geologist and Vice-President, Exploration of
      Xtra-Gold Resources Corp.
    May 1, 2006
    noneVictor Nkansa (5)(6)Accra,
      Ghana Vice-President, Ghana Operations
    60
    Chief Financial Officer and Vice- President,
      Ghana Operations of Xtra-Gold Resources Corp.
    December 22, 2009
    noneHans Julian Morsches(1)(2)(3)Kansas City, Missouri Director
    60
    Senior Market Manager, Unum
    June 22, 2015
    none


|(1) | Member of Audit Committee. All members of the Audit
      Committee are financially literate and all members are independent.
      Financially literate and independent have the meaning ascribed to
      those terms in National Instrument 52-110  Audit Committeesand in
      the Marketplace Rules of the NASDAQ (National Association of Securities
      Dealers Automated Quotations).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Member of the Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                
|(3) | Member of the Nominating and Corporate Governance
      Committee.                                                                                                                                                                                                                                                                                                                                   
|(4) | There is no family relationship between any of the
      persons named above.                                                                                                                                                                                                                                                                                                                        
|(5) | There is no arrangement or understanding with major
      shareholders, customers, suppliers or others, pursuant to which any person
      referred to above was selected as a director or member of senior
      management.                                                                                                                                                                        
|(6) | A brief description of the business experience, functions
      and areas of experience in our company, as well as the principal business
      activities of the directors and senior management of Xtra-Gold are set
      forth below.                                                                                                                                                            

James Longshore President and CEO, Manager Director of
Ghana Operations

Mr. Longshore was elected as a director of our company in June
2014. He is a co-founder of Xtra-Gold and formerly served as our companys
President, Chief Executive Officer and Chief Financial Officer from March 4,
2007 to June 1, 2010 and a director from September 1, 2006 to June 1, 2010.
Effective September 23, 2015, Mr. Longshore became Chief Executive Officer and
Chairman of the Board. Mr. Longshore has been overseeing our operations in
Ghana as the Managing Director of our subsidiaries, XG Mining and XGEL since
2009. Mr. Longshore has more than 25 years of business investment experience in
resource companies.

- 46 -

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During 2017, Mr. Longshore was a director of Hempco Food and
Fiber Inc. During the prior five years, Mr. Longshore has not been an officer
and/or director of any other public companies, other than Hempco Food and Fiber
Inc., of which Mr. Longshore was a director during 2017.

As of the date of this annual report, Mr. Longshore devotes a
majority of his time in consulting services to our company on a month-to-month
basis (see Termination of Employment, Change in Responsibilities and Employment
Contracts - Consulting Arrangements with Managing Director of Ghana
Operations). Mr. Longshore oversees the administrative and exploration
activities relating to our projects. Mr. Longshore has not entered into a
non-competition and non-disclosure agreement with our company.

Denis Laviolette, B.Sc, Earth Science (Geology)

Mr. Laviolette is an intermediate level mining and exploration
professional with approximately 10 years of experience in exploration, advanced
mine operations, start-up mine management, QA/QC, grass roots exploration,
financing and acquisitions, working in Northern Ontario (Timmins, Kirkland Lake
and Red Lake), Norway and Ghana. He is also experienced with respect to GIS,
3D-modeling, resource delineation/estimation and large scale regional target
delineation and production work, with a focus in Archean meso-thermal gold
terranes and structural geology. He is currently applying for APGO (Association
of Professional Geoscientists of Ontario) membership. Mr. Laviolette received
his B.Sc, Earth Science (Geology) from Brock University, in St. Catharines,
Ontario.

Mr. Laviolette is currently employed as Vice President for
Palisade Global Investments. His responsibilities include market/portfolio
analysis, appraising and vetting assets on a technical basis, providing
valuation estimates, and reviewing corporate financial statements. In addition,
Denis serves as President of Palisade Resources Corp and CEO of Goldspot
Discoveries Inc. Mr. Laviolette was employed as a mining analyst with Pinetree
Capital Ltd. (Pinetree) in Toronto since February 2014 to S e p t e m b e r 2
0 1 5 . His responsibilities at Pinetree include market/portfolio analysis,
reviewing and vetting assets from a technical perspective and providing
valuation estimates, analyzing and summarizing technical reports on resources,
feasibility and corporate financial statements.

Mr. Laviolette has been and is currently chief
geologist/partner/operator of M.A. Resources Ltd., a privately held alluvial
mining and exploration company in Ghana since February 2013 to the present time.
From February 2012 to February 2013, he was the senior geologist for Buccaneer
Gold Corp. in Ghana. From February 2011 to February 2012, he was the senior
project geologist for Xtra-Gold in connection with its Kibi Gold Belt, located
in the Apapam Concession in Ghana. From March 2010 to February 2011, Mr.
Laviolette was a Production Geologist for Kirkland Lake Gold Inc. at its Macassa
Gold Mine in Kirkland Lake, Ontario. From November 2009 to March 2010, he was a
Production Geologist for Lakeshore Gold Corp. at its Timmins West Mine, in
Timmins, Ontario.

Peter Minuk

Secretary and Treasurer and Director

Mr. Minuk was appointed as Vice-President, Finance and a
director of our company in March 2007. He resigned as Vice-President, Finance
effective January 31, 2009 and was subsequently appointed Secretary and
Treasurer on August 11, 2009 following the resignation of Kiomi Mori from this
office. Mr. Minuk served as interim Chief Executive Officer of the company from
June 22, 2015 to September 23, 2015. Mr. Minuk has more than 25 years of
experience in finance and investment as well as experience in project
management, training and developing staff and client relationships. From
February 1, 2009 to May 31, 2009, he provided limited consulting services to our
company. From April 2, 2011 to the date of this annual report, Mr. Minuk has
been providing freelance management and consulting services to unrelated
companies. From June 1, 2009 to April 1, 2011, Mr. Minuk was a business analyst
consultant for Industry Canada where he was responsible for reviewing proposals
relating to regional development of public infrastructure projects and providing
oversight over 40 projects assigned to him by the Fed Dev Ontario which is
responsible for administering a variety of government stimulus programs,
resources and initiatives for the southern Ontario region. Before joining our
company, from 1990 to 2006, Mr. Minuk was employed by BMO InvestorLine in
connection with implementing project management protocols. Mr. Minuk received a
Masters Certificate in Project Management from the Schulich School of Business,
York University in 2005. He obtained his Fellow of the Canadian Securities
Institute in 1989 and completed the Business Administration program from
Southern Alberta Institute of Technology in 1985.

During the prior five years, Mr. Minuk has been an officer
and/or director of the following public companies.

| | Name of
      Company    | Position(s) Held    | Term of Office           
| | ------------------------ | ------------------- | -------------------------
| | Buccaneer Gold Corp. (1) | Corporate Secretary | April 2011 to August 2015

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| | (1) | Buccaneer Gold Corp. is a mineral exploration TSXV listed
      issuer.
| | --- | -----------------------------------------------------------------------

As at the date of this annual report, Mr. Minuk devotes
approximately 25% of his time in consulting services to our company. He provides
75% of his time to unrelated companies. There is no management consulting
agreement in force at this time nor has Mr. Minuk entered into a non-competition
and non-disclosure agreement with our company.

James Harold Schweitzer Director

Mr. Schweitzer was appointed as a director of our company in
June 2011. Mr. Schweitzer was employed in the securities sector of the
investment industry in Canada in various capacities for 55 years and retired in
June 2011. He was employed as a registered representative with Haywood
Securities Inc. from February 2003 to June 2011, when he resigned from Haywood.
His former employment as a registered representative of Haywood Securities Inc.
was approved by the Investment Dealers Association of Canada. As a registered
representative, Mr. Schweitzer acted as an account executive and investment
advisor for clients and was licensed to provide advice to clients as to which
securities (primary resource stocks) a client can buy and sell. Prior to that,
Mr. Schweitzer became a director and shareholder in the brokerage firm of Wills
Bickle and Co. Ltd. in 1975. In 1979, he joined McDermid Miller and McDermid as
a registered representative and was appointed as a trading officer for Ontario
and was in charge of its Toronto branch office until its merger with St.
Lawrence Securities in 1984. Mr. Schweitzer remained with McDermid Miller and
McDermid through two mergers with other brokerage firms until 2000 when Raymond
James Financial Inc. acquired the then named firm of Goepel McDermid Inc. He
resigned as registered representative of Raymond James Financial Inc. in
February 2003.

Yves Pierre Clement, P. Geo. Vice-President, Exploration

Mr. Clement was appointed Vice-President, Exploration of our
company in May 2006. Mr. Clement has over 25 years experience in the generation,
evaluation and development of a wide variety of mineral resources hosted by a
broad spectrum of geological environments in Canada and South America. Before
joining our company, Mr. Clement was senior project geologist for Lake Shore
Gold Corp. in the Timmins lode gold camp from August 2005 to April 2006 and was
formerly exploration manager for Aurora

Platinum Corp.s Sudbury operations from August 2000 to July
2005. Before joining Aurora, Mr. Clement was senior project
geologist/exploration manager for Southwestern Resources Corp. where he was
responsible for the generation of precious and base metal exploration
opportunities in Peru and Chile. Mr. Clements experience will allow us to
further maximize the value of our existing portfolio of projects, as well as
allowing us to expand our strategy of growth through strategic acquisitions.

As of the date of this annual report, Mr. Clement devotes
approximately 70% of his time in consulting services to our company pursuant to
a management consulting agreement (see Management Consulting Agreements -
Management Consulting Agreement with Vice-President, Exploration). He provides
30% of his time to unrelated companies. Mr. Clement has not entered into a
non-competition and non-disclosure agreement with our company.

Victor Nkansa, CA, BA, Economics, MBA, Finance
Vice-President, Ghana Operations

Mr. Nkansa was appointed as Vice-President, Ghana Operations of
our company in December 2009 and Chief Financial Officer on June 22, 2015. His
responsibilities include overseeing our operations in Ghana under the
supervision of our President and CEO, and General Manager of our Ghanaian
subsidiaries, James Longshore. Mr. Nkansa is also the Secretary and a director
of our Ghanaian subsidiaries. Mr. Nkansa is familiar and experienced with
respect to obtaining mining leases, prospecting and reconnaissance licenses and
the government regulations relating thereto and is knowledgeable in connection
with environmental and forestry issues, immigration and customs affairs. His
experience and background will assist us with respect to acquiring approvals,
prospecting licenses, mining leases and related permits and renewals from the
relevant government authorities to advance our operations in Ghana and acting as
our primary government liaison in connection therewith. Mr. Nkansa has more than
28 years of business experience, the last 14 years of which have been in the
mining industry. Since 2004, he has been the Controller of our Ghanaian
subsidiaries where his responsibilities include the provision of accounting
services and assisting with the facilitation of license renewals with respect to
our property interests.

During the prior five years, Mr. Nkansa has not been an officer
and/or director of any other public companies.

As at the date of this annual report, Mr. Nkansa devotes a
variable amount of his time in consulting services to our company on a month to
month as needed basis (see Termination of Employment, Change in
Responsibilities and Employment Contracts - Consulting Arrangements with
Vice-President, Ghana Operations). Mr. Nkansa has not entered into a
non-competition and non-disclosure agreement with our company.

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Hans Julian Morsches. B.A., M.A.

Mr. Morsches is the Managing Director of Unum at its Kansas
City and St. Louis regional offices in Missouri and is a 30 year insurance
industry veteran. He has been in his current role since May 1999 and has overall
responsibility for the Unum brand in Missouri, Kansas, Iowa, Nebraska and
southern Illinois. Prior to moving to Kansas City, he was National Vice
President for Sales for Unum Canada located in Toronto from September 1989 to
May 1999. Unum is a Fortune 270 insurance company and has been an employee
benefits market leader for 35 years generating US$10.5 billion annual
revenue.

Mr. Morsches received his B.A., Liberal Arts from Vanderbilt
University, Nashville, Tennessee in 1980 and his Masters of International
Management from the American Graduate School of International Management in
1983.

B.Compensation

The following tables and accompanying notes set forth all
compensation paid by our company to our directors and senior management for the
positions held during 2018.

No part of this compensation was paid pursuant to a profit
sharing plan. There were no amounts set aside for a pension, retirement or
similar benefits plans for any director or officer.

Directors and Senior Management Compensation
Table

Name
    Position
    Year
    Compensation(US$)
    Option-basedawards(US$)
    Non-equityincentive plancompensationAnnualincentiveplans
    Totalcompensation(US$)James Longshore
    Director
    2018
    -
    -
    -
    -President and CEO
    2018
    - (2)
    -
    -
    -Manager Director of Ghana
    2018
    392,752 (3)
    -
    -
    392,752OperationsDenis Laviolette
    Director
    2018
    -
    -
    -
    -Peter Minuk
    Director
    2018
    2,316 (1)
    -
    -
    2,316Secretary and Treasurer
    2018
    4,633 (1)
    -
    -
    4,633James H. Schweitzer
    Director
    2018
    -
    -
    -
    -Yves P. Clement
    Vice-President, Exploration
    2018
    114,194 (1)(2)
    -
    -
    114,194Victor Nkansa
    Vice-President, Ghana Operations
    2018
    64,157 (2)(3)
    -
    -
    64,157Chief Financial Officer
    2018
    -
    -
    -
    -Hans Julian Morsches
    Director
    2018
    -
    -
    -
    -


| | (1) | The compensation noted above under Total Compensation
      was paid in Canadian dollars and was translated at the average exchange
      rate of C$1.00 = US$0.7721.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (2) | See Termination of Employment, Change in
      Responsibilities and Employment Contracts below for consulting
      arrangements and/or consulting contracts with our company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                 
| | (3) | The compensation noted above under Total Compensation
      was paid in Ghanaian c e d i and was translated at the average exchange
      rate of C$1.00 = US$0.2068.         

Stock Options Granted in 2018

During our fiscal year ended December 31, 2018, we did not
grant stock options to senior management or directors.Termination of
Employment, Change in Responsibilities and Employment Contracts

Determination of Compensation Paid in 2018

The terms of the following management consulting agreements
were determined by our Compensation Committee and subsequently approved by our
Board of Directors. As at the date of this annual report, our Compensation
Committee has complete authority to determine the amount of compensation to be
paid and the other terms of management compensation. At the time of entering
into the agreements, our Compensation Committee did not consult with any
consultants or other third parties in determining the amount of compensation to
be paid under the management consulting agreements.

During the fiscal year, our Compensation Committee considered
and determined the compensation be paid to James Longshore as noted under
Consulting Arrangements with President and Chief Executive Officer. In
determining the compensation to be paid to Mr. Longshore, our Compensation
Committee considered a number of factors including the scope of his duties and
responsibilities to our company, the time he devotes to our business, his length
of services to our company and industry standards for compensation paid for
similar positions in other comparable reporting companies. Our Compensation
Committee did not consult with any experts or other third parties in fixing the
amount of Mr. Longshores compensation.

During the fiscal year, Mr. Longshore received a compensation
package, through Brokton International Ltd., for providing his consulting
services as Managing Director to XG Mining and XGEL as noted under Consulting
Arrangements with Managing Director of Ghana Operations. Mr. Longshore was
reimbursed for out-of-pocket expenses incurred on behalf of our company in
connection with carrying out his duties and responsibilities. The terms of any
future compensation to be paid to Mr. Longshore will be determined by our
Compensation Committee. At such time, our Compensation Committee will consider a
number of factors in determining Mr. Longshores compensation including the
scope of his duties and responsibilities to our company and our subsidiaries,
the time he devotes to our business, his length of service to our company and
industry standards for compensation paid for similar positions in other
comparable reporting companies and whether to consult with any experts or third
parties in fixing such compensation.

During the fiscal year, our Compensation Committee considered
and determined compensation be paid to Mr. Clement as noted under Management
Consulting Agreement with Vice-President, Exploration. In determining the
compensation to be paid to Mr. Clement, our Compensation Committee considered a
number of factors including the scope of his duties and responsibilities to our
company and our subsidiaries, the time he devotes to our business, his length of
service to our company and industry standards for compensation paid for similar
positions in other comparable reporting companies. Our Compensation Committee
did not consult with any experts or other third parties in fixing the amount of
Mr. Clements compensation.

Consulting Arrangements with President, Chief Executive
Officer, and Managing Director of Ghana Operations

Our Chief Executive Officer, James Longshore, provides the
stewardship of our company, oversees day-to-day managerial functions of our
business, reviews all business opportunities, reports to our Board of Directors
and performs the duties and responsibilities generally associated with being the
most senior executive of a reporting company. As of the date of this annual
report, Mr. Longshore provides his services to our company on a month-to-month
basis and is paid as a part of his Managing Director of Ghana Operations fees.
He is reimbursed for certain expenses incurred in performing his duties to our
company. There is no provision for a payment to be made to our Chief Executive
Officer if his services are terminated without cause or for payment of
additional compensation in the event of a change in responsibilities.

The consulting services of James Longshore, as our Managing
Director of Ghana Operations is provided by Brokton International Ltd. through
which he oversees administrative and exploration activities relating to our
projects. As of the date of this annual report, Brokton International Ltd.
provides Mr. Longshores services to our company on a month-to-month basis and
is paid $10,000.00 per month to provide the foregoing services. Brokton
International Ltd. is reimbursed for certain expenses incurred by Mr. Longshore
in performing his duties to our Ghanaian subsidiaries. There is no provision for
a payment to be made to Brokton International Ltd. if Mr. Longshores services
are terminated without cause or for additional compensation in the event of a
change in responsibilities.

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Management Consulting Agreement with Chief Financial Officer
and Vice-President, Ghana Operations

Our Chief Financial Officer and Vice-President, Ghana
Operations, Victor Nkansa, oversees our operations in Ghana under the
supervision of our President and CEO, James Longshore, who is the President and
General Manager of our Ghanaian subsidiaries. Mr. Nkansa is also the Secretary
and a director of our Ghanaian subsidiaries.

His primary responsibilities are the provision of accounting
services and assisting with the facilitation of obtaining mining leases,
operating permits and prospecting license or renewals with respect to our
property interests and acting as our primary liaison with the Government of
Ghana. He also provides certain accounting services to our company including
financial and general management duties, accounting, financial and reporting
control and regulatory reporting duties. As of the date of this annual report,
our Vice-President, Ghana Operations is paid 10,700 Cedis (US$3,000) per month
by XG Mining to provide his consulting services on a month to month as needed
basis. The Vice President, Ghana Operations is also eligible for bonuses based
on gold production. There is no provision for a payment to be made to our
Vice-President, Ghana Operations if he is terminated without cause or for
payment of additional compensation in the event of a change in responsibilities.

Management Consulting Agreement with Vice-President,
Exploration

Our Vice-President, Exploration, Yves Clement, makes project or
property site attendances as may be required from time to time, prepares
progress reports with respect to our mineral exploration projects, conducts due
diligence as may be required from time to time in connection with potential
mineral properties; reviews geological data and liaises with principal owners of
mineral properties in which our company may wish to acquire an interest, and
retains technical experts, makes recommendations to our Board of Directors and
its relevant committees with respect to the acquisition and/or abandonment of
mineral exploration properties and prepares and implements, subject to our Board
of Directors approval, plans for the operation of our company including plans
for exploration programs, costs of operations and other expenditures in
connection with our mineral projects. As of the date of this annual report, Mr.
Clement is paid CAD$12,500 (USD$9,651) per month to provide the foregoing
services. He is reimbursed for certain expenses incurred in performing his
duties to our company. There is no provision for a payment to be made to our
Vice-President, Exploration if this agreement is terminated without cause or for
payment of additional compensation in the event of a change in responsibilities.

C.Board Practices

Election of Directors

The directors of Xtra-Gold are elected annually and hold office
until the earlier occurrence of the next annual general meeting of our
shareholders is held, their successors in office are duly elected or appointed
or a director resigns. We have not entered into service contracts with any
directors of our company or any of our subsidiaries providing for benefits upon
termination of employment.

Board Committees

Our Board of Directors has established three committees, an
audit committee (the Audit Committee), a compensation committee (the
Compensation Committee) and a nominating and corporate governance
committee (the Nominating and Corporate Governance Committee). The
members of these committees do not have any fixed terms for holding their
positions, are appointed and replaced from time to time by resolution of the
Board of Directors and do not receive any cash remuneration for acting as
members of the committees, however committee members may be awarded additional
stock options for each committee served on. There are no director service
contracts between Xtra-Gold and its directors providing for benefits upon
termination of employment. The members of these committees are comprised
entirely of independent non-related directors.

Our Board of Directors has adopted a written charter for the
Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee as summarized below.

Audit Committee

While we are not currently subject to any law, rule or
regulation in the United States requiring that we establish or maintain an audit
committee, as a reporting issuer in Canada, we are required to comply with
National Instrument 52-110  Audit Committees (NI
52-110), adopted by the Canadian Securities Administrators,
which states in part that every issuer must have an audit committee that
complies with the requirements of the instrument. Prior to our company becoming
a reporting issuer in Canada in November 2010, our Board of Directors determined
it advisable and in the best interests of our shareholders to establish an audit
committee (the Audit Committee) in November 2009.

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Our Audit Committee assists our Board of Directors in
fulfilling its oversight responsibility relating to:

| | the integrity of our financial
      statements;                                           
|- | -------------------------------------------------------------------------------------------
|  |                                                                                            
| | our compliance with legal and
      regulatory requirements; and                           
|  |                                                                                            
| | the qualifications and
      independence of our independent registered public accountants.

Our Audit Committee has adopted a written charter pursuant to
which the Audit Committee provides:

| | an independent review and oversight of our company's
      financial reporting processes, internal controls and independent auditors;                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                               
| | a forum separate from our management in which auditors
      and other interested parties can candidly discuss concerns. By effectively
      carrying out its functions and responsibilities, our Audit Committee helps
      to ensure that:

| |  | our management properly develops
      and adheres to a sound system of internal controls;                                 
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                            
| |  | procedures are in place to
      objectively assess our management's practices and internal controls; and                  
| |   |                                                                                                                            
| |  | the outside auditors, through
      their own review, objectively assess our company's financial reporting
      practices.

Our Audit Committee is directly responsible for the
appointment, compensation, retention and oversight of the work of any registered
public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for our company.

Our Audit Committee is composed of three directors; namely
James Schweitzer, who is also Chair of our Audit Committee, Denis Laviolette
and, Hans Julian Morsches all of whom have been determined by our Board of
Directors to be independent, as defined in the Marketplace Rules of the NASDAQ
and within the meaning of NI 52-110.

Board of Directors Independence

Our Board of Directors consists of five members; namely, James
Longshore (Chair), Peter Minuk, James Schweitzer, Denis Laviolette and, Hans
Julian Morsches. Our Board of Directors has determined that James Schweitzer,
Denis Laviolette and, Hans Julian Morsches are independent within the within the
meaning of National Instrument 58-101  Disclosure of Corporate Governance
Practices (NI 58-101) and the Marketplace Rules of
the NASDAQ and as is required by the applicable policies of the TSX. James
Longshore and Peter Minuk are not independent within the meaning of NI 58-101 as
they are officers of our company and thereby have a material relationship with
our company.

Nominating and Corporate Governance Committee

We established our Nominating and Corporate Governance
Committee in November 2009. The Nominating and Corporate Governance Committee
has adopted a written charter pursuant to which the committee:

| | recommends the slate of director
      nominees for election to our Board of Directors;                                          
|- | ---------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                  
| | identifies and recommends
      candidates to fill vacancies on our Board of Directors;                                          
|  |                                                                                                                                  
| | reviews the composition of our
      Board of Directors committees; and                                                         
|  |                                                                                                                                  
| | monitors compliance with, reviews
      and recommends changes to our various corporate governance policies and
      guidelines.

This committee also prepares and supervises our Board of
Directors annual review of director independence and our Board of Directors
annual self-evaluation. The Nominating and Corporate Governance Committee is
composed of three directors; namely James Schweitzer, Denis Laviolette and, Hans
Julian Morsches, all of whom have been determined by our Board of Directors to
be independent, as defined in the Marketplace Rules of the NASDAQ and within
the meaning of NI 52-110.

A majority of the persons serving on our Board of Directors
must be independent. The Nominating and Corporate Governance Committee has
considered transactions and relationships between each director or any member of
his immediate family and us or our affiliates, including those reported under
Related Party Transactions below and also reviewed transactions and
relationships between directors or their affiliates and members of our senior
management or their affiliates. As a result of this review, the committee
affirmatively determined that each of Messrs. Schweitzer, Laviolette and,
Morsches are independent.

Nomination of Directors

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The Nominating and Corporate Governance Committee considers all
qualified candidates for our Board of Directors identified by members of the
committee, by other members of our Board of Directors, by senior management and
by our stockholders. The committee reviews each candidate including each
candidates independence, skills and expertise based on a variety of factors,
including the persons experience or background in management, finance,
regulatory matters and corporate governance. When identifying nominees to serve
as director, the Nominating and Corporate Governance Committee seeks to create a
Board of Directors that is strong in its collective knowledge and has a
diversity of skills and experience with respect to accounting and finance,
management and leadership, vision and strategy, business operations, business
judgment, industry knowledge and corporate governance. In addition, before
nominating an existing director for re-election to our Board of Directors, the
Nominating and Corporate Governance Committee considers and reviews an existing
directors Board of Directors and committee meeting attendance and performance,
length of Board of Directors service, experience, skills and contributions that
the existing director brings to our Board of Directors, equity ownership in our
company and independence.

The committee follows the same process and uses the same
criteria for evaluating candidates proposed by members of our Board of
Directors, members of senior management and stockholders. Based on its
assessment of each candidate, the committee recommends candidates to our Board
of Directors. However, there is no assurance that there will be any vacancy on
our Board of Directors at the time of any submission or that the committee will
recommend any candidate for our Board of Directors.

In addition to the each of the individual skills and background
described above, our Nominating and Corporate Governance Committee and our Board
of Directors also concluded that each of these individuals will continue to
provide knowledgeable advice to our other directors and to senior management on
numerous issues facing our company and on the development and execution of our
strategy.

Diversity Policy

Policies Regarding the Representation of Women on the Board

The members of our companys Board have diverse backgrounds and
expertise and were selected on the belief that the company and its stakeholders
would benefit from such a broad range of talent and experiences. The Board
considers merit as the key requirement for board appointments. Our company has
not adopted a written diversity policy and has sought to attract and maintain
diversity at the Board level informally through the recruitment efforts of
management in discussion with directors prior to proposing nominees to the
Nominating and Corporate Governance Committee and to the Board as a whole for
consideration.

Consideration of the Representation of Women on the Board
and in Executive Officer Appointments

In identifying suitable Board nominees or in selecting and
assessing candidates for executive positions, candidates will be considered on
merit against objective criteria regarding business experience, skill sets,
competencies, technical expertise, sector specific knowledge and with due regard
for the benefit of diversity including the level of representation of women in
these capacities. As the need for new directors or executive officers arises,
the Corporate Governance Committee assesses candidates on the basis of industry
experience and business acumen with specific knowledge of mineral exploration
and development or other areas (such as finance, West African market experience)
as desired at that particular time by the company, the Board and its committees.
Board candidates are also evaluated against the area of expertise of existing
members so new appointments may contribute to expanding the Boards breadth of
experience.

Companys Targets for Women on the Board and in Executive
Officer Positions

Presently, none of the companys directors and none of the
executive officers of the company and of its major subsidiaries are women.
Diversity including gender, age, nationality, cultural and educational
background, business knowledge and other experience, are among the factors that
the Corporate Governance Committee considers in identifying and selecting
candidates for the Board and executive positions. For example, with the majority
of the companys operations being located in West Africa, one of the executive
officers is Ghanaian. Taken together, these diverse skills and backgrounds help
to create a business environment that encourages a range of perspectives in
which all employees and directors are treated with fairness and respect, and
have equal access to opportunities for advancement based on skills and aptitude.
As a result, the Corporation has not adopted targets based on any specific area
of diversity and does not set targets for women on the Board or in executive
officer positions.

Compensation Committee

We established a Compensation Committee in November 2009. The
Compensation Committee has adopted a written charter pursuant to which the
committee is responsible for overseeing our compensation programs and practices,
including our executive compensation plans and incentive compensation plans. Our
Chief Executive Officer provides input to the Compensation Committee with
respect to

- 53 -

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the individual performance and compensation recommendations for
the other executive officers. Although the committees charter authorizes the
committee to retain an independent consultant, no third party compensation
consultant was engaged for 2016. The Compensation Committee is composed of three
directors; namely James Schweitzer, who is also Chair of our Compensation
Committee, Denis Laviolette and, Hans Julian Morsches, all of whom have been
determined by our Board of Directors to be

independent, as defined in the Marketplace Rules of the
NASDAQ and within the meaning of NI 52-110.

Risk Management

We do not separate the role of our Chief Executive Officer and
the Chairman of our Board of Directors. However, our management has approval
limits which it must not exceed without approval from our Board of Directors.
These approval limits span hiring, asset purchases and the issuance of shares.
Our Board of Directors administers its oversight function through three
sub-committees which report to our full Board of Directors, being our Audit
Committee, our Nominating and Corporate Governance Committee and our
Compensation Committee. We are a very small company at this time and consider
five members for our Board of Directors to be adequate for the purpose of
directing its activities. Our Board of Directors self-assesses on an ongoing
basis and has the scope to increase its size if the need is determined.

D.Employees

As at the date of this annual report, our company has no
salaried employees. Our President, Chief Executive Officer, and General Manager
of our Ghanaian subsidiaries provides our company with his consulting services
and devotes approximately 80% of his time to our company. Our Chief Financial
Officer and Vice-President, Ghana Operations provides our company with his
consulting services and devotes approximately 80% of his time to our company.
Our Vice-President, Exploration provides our company with his consulting
services and devotes approximately 70% of his time in consulting services to our
company. We also engage the consulting services of our Secretary and Treasurer
with respect to corporate and administrative services who devotes a variable
percentage of his time to our company on an as needed basis.

E.Share Ownership

The following table sets forth, as of the date of this annual
report, the number of common shares of our company beneficially owned by the
directors and members of senior management of Xtra-Gold, individually, and as a
group, and the percentage of ownership of the outstanding common shares
represented by such shares.

The shareholders listed below possess sole voting and
investment power with respect to the shares.

Directors and Senior Management Share Ownership

NAME OF
      BENEFICIAL OWNER
    TITLE OF CLASS
      OF SHARES
    NUMBER OF
      SECURITIES OF CLASS
    PERCENTAGE
      OF CLASS(1)
    PERCENTAGE
      OF CLASS(2)James Longshore
      (3)
    common
    3,430,855
    8.4%
    8.4%Denis Laviolette (4)
    common
    -
    0.3%
    0.3%Peter Minuk (5)
    common
    20,000
    0.4%
    0.4%James H. Schweitzer (6)
    common
    250,000
    0.8%
    0.8%Yves P. Clement
      (7)
    common
    -
    1.2%
    1.2%Victor Nkansa (8)
    common
    -
    0.2%
    0.2%Hans Julian Morsches
      (9)
    common
    150,000
    0.6%
    0.6%Directors and Officers as a Group
    
    3,825,855
    12.0%
    11.9%


|(1) | Based on 46,245,917 common shares outstanding as at March
      28, 2019 and as if all of the options held by directors and officers
      (1,982,000 as a group) were exercised converted to common
shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on 46,245,917 common shares outstanding as at March
      28, 2019 and as if only the vested options (1,982,000 as a group) and were
      exercised converted to common shares.                      

- 54 -

---

|(3) | James Longshore owns 3,430,855 common shares of which
      120,000 common shares are owned directly, 2,050,000 common shares are
      owned indirectly through Brokton International Ltd., a Turks & Caicos
      Islands corporation, whose sole beneficial owner is James Longshore and
      1,260,855 common shares are owned indirectly through Sausilito Ltd., a
      Turks & Caicos Islands corporation, whose sole beneficial owner is
      James Longshore. Mr. Longshore exercises sole investment, voting and
      disposition powers over the common shares included in the above table. Mr.
      Longshore holds a total of 607,000 stock options with exercise prices and
      expiry dates as set out in the table below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | Denis Laviolette holds a total of a total of 165,000
      stock options with exercise prices and expiry dates as set out in the
      table below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5) | Peter Minuk owns 20,000 common shares and holds a total
      of 192,000 stock options with exercise prices and expiry dates as set out
      in the table below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) | James H. Schweitzer owns 250,000 common shares and holds
      148,000 stock options with an exercise price and expiry date as set out in
      the table below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(7) | Yves P. Clement holds a total of 600,000 stock options
      with exercise prices and expiry dates as set out in the table
  below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(8) | Victor Nkansa holds 105,000 stock options with exercise
      prices and expiry dates as set out in the table below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(9) | Hans Julian Morsches owns 125,000 common shares and holds
      a total of a total of 165,000 stock options with exercise prices and
      expiry dates as set out in the table below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Options to Purchase Securities

10% Rolling Stock Option Plan

On May 12, 2011, our Board of Directors considered and believed
that it was advisable and in the best interests of our company to terminate our
fixed 2005 Equity Incentive Compensation Plan and authorized, approved and
adopted our 10% rolling stock option plan (the OptionPlan). Our Option Plan was approved by our shareholders at our
annual and special shareholders meeting held on June 10, 2011 and we received
final acceptance of our Option Plan from the TSX on July 13, 2011. In accordance
with TSX policy, all unallocated options or other entitlements to a compensation
arrangement which does not have a fixed number of securities reserved for
issuance must be approved every three years by our Board of Directors and our
shareholders. On March 26, 2014, our Board of Directors approved our Option Plan
for a further three year period (the 2014 Plan). The 2014 Plan was
approved by our shareholders at our annual and special meeting of shareholders
held on June 19, 2014 and we received final acceptance of our 2014 Plan from the
TSX on June 26, 2014. On March 28, 2017, our Board of Directors approved our
Option Plan for a further three year period (the 2017Plan). The 2017 Plan was approved by our shareholders at our annual
and special meeting of shareholders held on May 16, 2017 and we received final
acceptance of our 2017 Plan from the TSX on May 16, 2017.

Pursuant to our Option Plan, our company may issue no more than
10% of our issued and outstanding common shares in the aggregate from time to
time, and a maximum of 5% of the common shares may be issued to any one
director, officer, key employee or other eligible person, except consultants, in
any 12 month period, unless disinterested stockholder approval is obtained. The
maximum number of common shares that may be issued to a consultant under our
Option Plan in a 12 month period shall not exceed 2% of the common shares
outstanding. The number of securities issuable to our companys insiders (as
defined in National Instrument 55-104  Insider Reporting Requirements), at any
time, under all security-based compensation arrangements, shall not exceed 10%
of the issued and outstanding securities and the number of securities issued to
insiders, within any one-year period, under all security-based compensation
arrangements, shall not exceed 10% of the issued and outstanding securities.
Common shares used for stock grants and our Option Plan options may be
authorized and unissued common shares or common shares reacquired by our
company. Common shares covered by our Option Plan options which terminate
unexercised or common shares subject to stock awards which are forfeited or
cancelled will again become available for grant as additional options or stock
awards, without decreasing the maximum number of common shares issuable under
our Option Plan.

Upon adoption of our Option Plan, the 1,989,000 outstanding
options granted under our former 2005 Equity Incentive Compensation Plan were
converted into options under our Option Plan, and the former plan was
terminated. As at the date of this annual report, 4,624,592 common shares have
been reserved for issuance under our Option Plan. As at the date of this annual
report, there are 2,615,000 options outstanding to purchase an aggregate of
2,615,000 common shares, representing 56.5% of the 46,245,917 common shares
currently outstanding. Options to purchase 2,009,592 common shares are currently
available for grant under our Option Plan, being 10% of the 46,245,917 common
shares currently outstanding less the 2,615,000shares reserved for the
2,615,000 options currently outstanding.

The period during which options may be exercised shall be
determined by our Board of Directors in its discretion, to a maximum of 10 years
from the date that the option is granted and the options shall vest on the date
of the grant, except that options issued to persons employed in investor
relations activities must vest in stages over not less than 12 months with no
more than one-quarter of the options vesting in any three month period.

- 55 -

---

Stock Options Outstanding

The names and titles of the directors and executive officers of
  our company to whom outstanding stock options have been granted and the number
  of common shares subject to such stock options is set forth in the following
  table as of December 31, 2018, as well as the number of options granted to
  directors and all consultants as a group. The exercise prices of the stock
  options are stated in Canadian dollars as that is the currency unit in which the
  options were issued.

- 56 -

---

Name
    Title
    Number of StockOptions Granted toPurchase CommonShares
    Exercise Price
    Expiration DateJames Longshore
    President , CEO and
    63,000
    CAD$0.15
    June 1, 2020Director
    382,000
    CAD$0.15
    December 31, 2022Manager Director of Ghana
    162,000
    CAD$0.30
    July 1, 2023OperationsDenis Laviolette
    Director
    125,000
    CAD$0.20
    October 8, 202540,000
    CAD$0.30
    July 1, 2026Peter Minuk
    Secretary and Treasurer and
    42,000
    CAD$0.50
    June 1, 2020Director
    150,000
    CAD$0.30
    July 1, 2023James H. Schweitzer
    Director
    108,000
    CAD$0.15
    June 10, 202140,000
    CAD$0.30
    July 1, 2023Yves P. Clement
    Vice-President, Exploration
    100,000
    CAD$0.225
    March 1, 2021400,000
    CAD$0.40
    May 5, 2026100,000
    CAD$0.30
    July 1, 2023Victor Nkansa
    Vice-President, Ghana
    12,000
    CAD$0.50
    June 1, 2020Operations
    15,000
    CAD$0.50
    March 1, 202178,000
    CAD$0.30
    July 1, 2023Hans Julian Morsches
    Director
    125,000
    CAD$0.20
    October 8, 202540,000
    CAD$0.30
    July 1, 2023


As a group, seven officers and directors hold 1,982,000 stock
options as at December 31, 2018.

Item 7        Major
Shareholders and Related Party Transactions

A.Major Shareholders

Our company is a publicly owned BVI company and our common
shares are owned by residents of the United States, Canada and other foreign
residents. To the extent known to our company, our company is not directly owned
or controlled by another corporation, by any foreign government or by any other
natural or legal person severally or jointly. To the extent known to our
company, there are no arrangements, the operation of which may at a subsequent
date result in a change in control of our company.

Our companys registered shareholders list for our common
shares, dated March 28, 2019, showed 145 registered shareholders and 46,245,917
shares outstanding of which 16 of these registered shareholders were U.S.
residents including one that is a U.S. depository holding 34,286,252 common
shares representing 74.14 of the issued and outstanding shares of Xtra-Gold.

The following table lists the only persons or companies, known
by our company, to beneficially own more than 5% of our voting securities. There
has been no significant change in the percentage ownership held by any major
shareholders during the past three years. Our companys major shareholders do
not have different voting rights.

NAME OF BENEFICIAL
      OWNER
    TITLE OF CLASSOF SHARES
    NUMBEROF SECURITIESOF CLASS
    PERCENTAGEOF
      CLASSJames Longshore (1)(2)
    common
    4,037,855
    8.1% (2)


|(1) | James Longshore owns 3,430,855 common shares of which
      120,000 common shares are owned directly, 2,050,000 common shares are
      owned indirectly through Brokton International Ltd., a Turks & Caicos
      Islands corporation, whose sole beneficial owner is James Longshore and
      1,260,855 common shares are owned indirectly through Sausilito Ltd. is a
      Turks & Caicos Islands corporation, whose sole beneficial owner is James
      Longshore. Mr. Longshore exercises sole investment, voting and disposition
      powers over the common shares included in the above table. Mr. Longshore
      holds a total of 607,000 stock options with exercise prices and expiry
  dates as set out in the table under Stock Options Outstanding.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 57 -

---

|(2) | Based on 46,245,917 common shares outstanding as at March
      28, 2018 and as if all 2,615,000 stock options were exercised and the
      common share purchase warrants held of 1,250,000 were converted into
      common shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.Related Party Transactions

During the years ended December 31, 2018, December 31, 2017 and
December 31, 2016, the Company entered into the following transactions with
related parties:

| |                                                                      |   | December 31, |  |   | December 31, |  |   | December 31, | 
| | -------------------------------------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                                                                      |   | 2018         |  |   | 2017         |  |   | 2016         | 
| |                                                                      |   |              |  |   |              |  |   |              | 
| |                                                                      |   |              |  |   |              |  |   |              | 
| | Consulting fees paid or
      accrued to officers or their companies | $ | 850,028      |  | $ | 610,821      |  | $ | 539,706      | 
| | Directors fees                                                      |   | 2,316        |  |   | 2,267        |  |   | 2,267        | 
| |                                                                      |   |              |  |   |              |  |   |              | 
| | Stock option grants to officers and directors                        |   |             |  |   | 610,000      |  |   | 400,000      | 
| | Stock option grant price
      range                                 |   |             |  | $ | $0.24        |  | $ | 0.31         | 

Of the total consulting fees noted above, $548,585 (December
31, 2017 - $318,456, December 31, 2016 - $256,319) 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 $274,292 (December 31, 2017 -
$159,228, December 31, 2016 - $127,348) of this amount. As at December 31, 2018,
$53,632 (December 31, 2017, $47,924, December 31, 2016 - $47,792) remains
payable to this related company and $3,800 (December 31, 2017 - $5,000, December
31, 2016 - $5,000) remains payable to the related party for expenses earned for
work on behalf of the Company.

During 2017 the Company granted 610,000 options to insiders at
a price of $0.24 (CAD$0.30) . A total of $75,502 was included in consulting fees
related to these options.

In 2016, a total of 400,000 stock options were issued to an
officer of the Company at a strike price of $0.31 per share. A total of $89,643
was included in consulting fees related to these options. In 2015, a total of
250,000 stock options were issued to directors of the Company at a strike price
of $0.15 per share. A total of $18,175 was included in consulting fees related
to these options.

CInterests of Experts and Counsel

This Form 20-F is being filed as an annual report under the
Securities Act of 1934 and, as such, there is no requirement to provide any
information under this sub-item.

Item 8        Financial
Information

A.Consolidated Statements and Other Financial Information

Financial Statements

The financial statements required as part of this annual report
are filed under Item 18 of this annual report.

Legal and Arbitration Proceedings

The Company is a party to two pending lawsuits. The first
lawsuit claims mining activities of the Company are illegal and cause
substantial environmental damage to the community. The second lawsuit claims
that all leases issued to mining companies in Ghana violate the Ghana
Constitution and are therefore illegal. The Company will defend itself in each
of these lawsuits.

During the year ended December 31, 2017, all litigation pending
or threatened at that time was settled. On November 22, 2016, the Company
announced that Buccaneer had abandoned its rights in respect of the Concessions
in settlement of litigation commenced in 2015.

- 58 -

---

Dividends

Our company has not declared any dividends for the last five
years and does not anticipate that we will do so in the foreseeable future. Our
company does not presently have any intention of paying dividends. Our future
dividend policy will be determined by our Board of Directors of the basis of
earnings, financial requirements and other relevant factors.

B.Significant Changes

No significant changes have occurred since the date of our most
recent audited financial statements for the year ended December 31, 2018, other
than property update activities as reported in Note 6 to our financial
statements for the year ended December 31, 2018 which are disclosed in this
annual report.

Item 9.       The
Offering and Listing

A.Offering and Listing Details

Our common shares have traded on the TSX under the trading
symbol XTG since November 23, 2010, following the completion of our initial
public offering in Canada. Our common shares are quoted from broker dealers on
the OTC Bulletin Board under the symbol XTGRF. There is currently only a
limited trading market for shares of our common shares. There is no assurance
that the market for our common shares on the OTC Bulletin Board or TSX will
develop into active trading markets.

The following table lists the annual high and low market prices
on the TSX and the OTCQB for the five most recent financial years.

TSX
    OTC BULLETIN BOARDFOR THE FINANCIAL YEAR ENDED
    HIGH
    LOW
    HIGH
    LOWCAD$
    CAD$
    US$
    US$****December 31, 2018
    $0.43
    $0.20
    $0.45
    $0.15****December 31, 2017
    $0.35
    $0.19
    $0.27
    $0.12****December 31, 2016
    $0.55
    $0.20
    $0.42
    $0.14****December 31, 2015
    $0.295
    $0.175
    $0.22
    $0.123****December 31, 2014
    $0.43
    $0.10
    $0.38
  $0.08


The following table lists the high and low market prices on the
TSX and OTC Bulletin Board for Xtra-Golds common shares for the full financial
quarters for the two most recent full financial years.

TSX
    OTC BULLETIN BOARDFOR THE FINANCIAL QUARTER ENDED
    HIGH
    LOW
    HIGH
    LOWCAD$
    CAD$
    US$
    US$December 31, 2018
    $0.43
    $0.25
    $0.45
    $0.18September
      30, 2018
    $0.30
    $0.23
    $0.23
    $0.17June 30, 2018
    $0.30
    $0.23
    $0.23
    $0.15March 31,
      2018
    $0.28
    $0.20
    $0.21
    $0.17December 31, 2017
    $0.28
    $0.19
    $0.23
    $0.14September
      30, 2017
    $0.32
    $0.25
    $0.27
    $0.20June 30, 2017
    $0.27
    $0.19
    $0.21
    $0.12March 31,
      2017
    $0.35
    $0.23
    $0.27
    $0.17December 31, 2016
    $0.34
    $0.20
    $0.27
    $0.14September
      30, 2016
    $0.54
    $0.34
    $0.41
    $0.27June 30, 2016
    $0.55
    $0.40
    $0.42
    $0.30March 31,
      2016
    $0.46
    $0.21
    $0.35
    $0.15


The following table lists the high and low market prices on the
TSX and OTC Bulletin Board for Xtra-Golds common shares for the most recent six
months.

- 59 -

---

TSX
    OTC BULLETIN BOARDFOR THE MONTH ENDED
    HIGH
    LOW
    HIGH
    LOWCAD$
    CAD$
    US$
    US$****February 28, 2019
    $0.45
    $0.41
    $0.35
    $0.29****         January
      31, 201
    $0.46
    $0.32
    $0.34
    $0.24****December
      31, 2018
    $0.43
    $0.29
    $0.31
    $0.21****November
      30, 2018
    $0.37
    $0.25
    $0.45
    $0.20****October
      31, 2018
    $0.30
    $0.25
    $0.23
    $0.18****September
      30, 2018
    $0.25
    $0.23
    $0.19
    $0.17


Share Price Volatility and Price Fluctuations

Securities markets in Canada have experienced a high level of
price and volume volatility, in recent years, and the market price of many
resources companies that are considered to be speculative exploration companies,
have experienced wide fluctuations in their share price which have not
necessarily been related to operating performance or underlying asset values on
the prospects of such companies. Our common shares fluctuated during 2018 from a
low of CAD$0.25 to a high of CAD$0.43 and during the most recent six months our
common shares fluctuated from a low of CAD$0.23 to a high of CAD$0.46. Mineral
exploration is considered high risk and highly speculative and the trading
market for mineral exploration companies is characteristically volatile, with
wide fluctuation of price and volume which, only in part, relates to progress of
exploration. There can be no assurance that continued fluctuation in our common
share price and volume will not occur.

B.Plan of Distribution

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

C.Markets

Xtra-Gold shares trade on the following stock exchange and
other regulated markets:

Stock Exchange of Other Regulated Market
    Company SymbolToronto Stock Exchange
    XTGOTC Bulletin Board
    XTGRF


D.Dilution

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

E.Expenses of the Issue

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

Item 10     Additional Information

A.Share Capital

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

B.Memorandum and Articles of
Association

Our company was incorporated in Nevada on September 1, 1998
(see Corporate History under Item 4. Information on our Company for further
details).

On November 30, 2012, we changed the jurisdiction of
incorporation of our company to the BVI.

- 60 -

---

Information regarding the Memorandum and Articles of Xtra-Gold
and the various matters regarding the objects and purposes of our company, the
powers of our directors, our authorized capital and the rights of our
shareholders is incorporated by reference in a registration statement on Form
S-4, SEC File No. 183376, as amended.

C.Material Contracts

Our company has not entered into any material contracts outside
of the ordinary course of business for the two years immediately preceding
publication of this annual report.

D.Exchange Controls

Our company is a corporation incorporated pursuant to the laws
of the Territory of the BVI.

BVI has no system of exchange controls. There are no BVI
restrictions on the repatriation of capital or earnings of a BVI public company
to non-resident investors. There are no laws in BVI or exchange restrictions
affecting the remittance of dividends, profits, interest, royalties and other
payments to non-resident holders of the issuers securities.

There are no limitations under the laws of BVI or in the
organizing documents of our company on the right of foreigners to hold or vote
securities of our company.

ETaxation

Scope of Discussion

This discussion addresses the material United States federal
income tax considerations, under current U.S. law, generally applicable to U.S.
Holders and Non-U.S. Holders (as defined below) of the ownership and disposition
of our common shares. This discussion does not address all potentially relevant
U.S. federal income tax matters including the U.S. federal income tax
consequences of a U.S. Holder or Non-U.S. Holder of our common shares such as
the consequences to persons subject to special provisions of U.S. federal income
tax law, such as those described below as excluded from the definitions of a
U.S. Holder and Non-U.S. Holder. United States alternative minimum tax
considerations are not addressed in this discussion. In addition, this
discussion does not cover any state, local or foreign tax consequences, nor any
U.S. federal gift, estate or generation-skipping transfer tax consequences
(except for such considerations addressed briefly herein for Non-U.S. Holders).

The following discussion is based upon the Code, Treasury
Regulations, published IRS rulings, published administrative positions of the
IRS, and court decisions that are currently applicable, any of which could be
materially and adversely changed, possibly on a retroactive basis, at any time
(including, without limitation, United States rates of taxation). This
discussion does not consider the potential effects, both adverse and beneficial,
of any recently proposed legislation which, if enacted, could be applied,
possibly on a retroactive basis, at any time. There is no assurance that the IRS
will not successfully challenge the conclusions reached herein.

U.S. Holders and Non-U.S. Holders

As used herein, a U.S. Holder means a holder of our
common shares who is: a citizen, or an individual resident (as defined under
United States tax laws), of the United States; a corporation created or
organized in or under the laws of the United States or of any political
subdivision thereof; an estate the income of which is taxable in the United
States irrespective of source; or a trust if:

| | a court within the United States is able to exercise
      primary supervision over the trusts administration and one or more United
      States persons have the authority to control all of its substantial
      decisions; or
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                    
| | the trust was in existence on August 20, 1996 and has
      properly elected to continue to be treated as a United States person.                                                                                                  

This discussion is limited to U.S. Holders who hold our common
shares directly (e.g., not through an intermediary entity such as a corporation,
partnership, limited liability company, or trust).

As used herein, a Non-U.S. Holder means a holder of
our common shares that is not a U.S. Holder and who holds our common shares
directly (e.g., not through an intermediary entity such as a corporation,
partnership, limited liability company, or trust).

This discussion does not address the U.S. federal income tax
consequences applicable to U.S. Holders and Non-U.S. Holders that are subject to
special provisions under the Code, including, but not limited to, the
following:

| | tax exempt organizations,
      qualified retirement plans, individual retirement accounts, or other
      tax-deferred accounts;
|- | ---------------------------------------------------------------------------------------------------------------------------------

- 61 -

---

| | financial institutions, insurance companies, real estate
      investment trusts, or regulated investment companies;                                                                                                  
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                       
| | dealers in securities or currencies or traders in
      securities that elect to apply a mark-to-market accounting method;                                                                                            
|  |                                                                                                                                                                                                                       
| | U.S. Holders that have a "functional currency" other than
      the U.S. dollar;                                                                                                                                      
|  |                                                                                                                                                                                                                       
| | U.S. Holders and Non-U.S. Holders that own our common
      shares as part of a straddle, hedging transaction, conversion transaction,
      constructive sale, or other arrangement involving more than one position;
|  |                                                                                                                                                                                                                       
| | U.S. Holders and Non-U.S. Holders that acquired our
      common shares in connection with the exercise of employee stock options or
      otherwise as compensation for services;                                    
|  |                                                                                                                                                                                                                       
| | U.S. Holders and Non-U.S. Holders that hold our common
      shares other than as a capital asset within the meaning of Section 1221 of
      the Code; or                                                            
|  |                                                                                                                                                                                                                       
| | U.S. tax expatriates or former long-term residents of the
      U.S.                                                                                                                                                  

U.S. Holders and Non-U.S. Holders that are subject to special
provisions under the Code, including U.S. Holders and Non-U.S. Holders described
immediately above, should consult their own tax advisors regarding the U.S.
federal income tax consequences arising from and relating to the Continuation
and the ownership and disposition of our common shares following the
Continuation.

Treatment of our Company as a U.S. Corporation for Tax
Purposes Following the Continuation

The Continuation of our company from Nevada to the BVI resulted
in the application of the U.S. corporate inversion rules. United States
federal income tax law with respect to corporate inversions provides in certain
cases that a non-U.S. corporation may be treated as a U.S. corporation for all
purposes of the Code. An inversion can occur in certain transactions in which a
non-U.S. corporation acquires substantially all of the assets of or equity
interests in a U.S. corporation, if, after the transaction, former equity owners
of the U.S. corporation own 80% or more of the stock, by vote or by value, in
the non-U.S. corporation. Our company believes that these conditions have been
met as a result of the Continuation.

Thus, even though following the Continuation our company is
organized under the laws of the BVI and treated as a BVI company for corporate
law and BVI tax purposes, we treat our company also as a U.S. domestic
corporation under United States federal tax law, fully subject to United States
federal income tax on our worldwide income under Section 7874(b) of the Code,
and the remainder of this discussion assumes such treatment.

Material U.S. Federal Income Tax Consequences of the
Continuation

The Continuation was treated as a tax-free reorganization
pursuant to Section 368(a)(1)(F) of the Code, and was therefore not taxable to
our company. Moreover, U.S. Holders and Non-U.S. Holders will not recognize gain
or loss on our common shares as a result of the Continuation. Accordingly, such
Holders tax bases in and holding periods for our common shares after the
Continuation will be the same as their tax bases in and holding periods for our
common shares before the Continuation. Our company and our shareholders may
be required to report certain information to the IRS in connection with the
Continuation. Accordingly, U.S. Holders and Non-U.S. Holders should consult with
their own tax advisors regarding any statements or information reporting to the
IRS in connection with the Continuation.

Material U.S. Federal Income Tax Considerations of Owning
Shares after the Continuation

U.S. Holders

Distributions on Shares

For United States federal income tax purposes, the gross amount
of any distribution (including non-cash property) paid by our company (including
BVI taxes withheld therefrom, if any) with respect to shares generally will be
included in the gross income of a U.S. Holder as a dividend to the extent such
distribution is paid out of our current or accumulated earnings and profits, as
determined under United States federal income tax principles. To the extent that
the amount of any distribution exceeds our companys current and accumulated
earnings and profits for a taxable year, the distribution first will be treated
as a tax-free return of capital to the extent of the U.S. Holders adjusted tax
basis in the shares and to the extent that such distribution exceeds the U.S.
Holders adjusted tax basis in the shares, will be taxed as a capital gain (see
Capital Gains and Losses below). Dividends received by non-corporate U.S.
Holders will be subject to United States federal income tax at lower rates
(generally 15%) than other types of ordinary income in taxable years beginning
on or before December 31, 2012 if certain conditions are met. These conditions
include the U.S. Holders satisfaction of a holding period requirement, and the U.S.
Holder not treating the distribution as investment income for purposes of the
investment interest deduction rules. Unless the reduced rate provision is
extended by subsequent legislation, dividends received on or after January 1,
2013 will be taxed at ordinary income rates.

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Except as described immediately below, dividend distributions
to U.S. Holders that are corporations will qualify for the 70% dividends
received deduction, which is generally available to corporations that own less
than 20% of the voting power or value of the outstanding stock of the
distributing U.S. corporation. A corporate U.S. Holder may not be entitled to
take the 70% dividends received deduction in all circumstances. In addition to
other applicable rules, U.S. Holders that are corporations should consider the
effect of:

| | Section 246A of the Code, which reduces the dividends
      received deduction allowed to a corporate U.S. Holder that has incurred
      indebtedness that is directly attributable to an investment in portfolio
      stock;                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                     
| | Section 246(c) of the Code, which, among other things,
      disallows the dividends received deduction in respect of any dividend on a
      share of stock that is held for less than the minimum holding period; and                                                                                             
|  |                                                                                                                                                                                                                                                                                                                     
| | Section 1059 of the Code, which, under certain
      circumstances, reduces the basis of stock for purposes of calculating gain
      or loss in a subsequent disposition by the portion of any extraordinary
      dividend (as defined in the Code) that is eligible for the dividends
      received deduction.

Dispositions of Shares

Gain or loss, if any, realized by a U.S. Holder on the sale or
other disposition of shares generally will be subject to United States federal
income taxation as a capital gain or loss in an amount equal to the difference
between the U.S. Holders adjusted tax basis in the shares and the amount
realized on the disposition (see Capital Gains and Losses below). Any such
gain or loss that a U.S. Holder recognizes will generally be treated as
U.S.-source income or loss.

Capital Gains and Losses

A capital gain or loss may be realized with respect to a
disposition of shares, as described above. The amount of the capital gain or
loss will be equal to the difference between the U.S. Holders adjusted tax
basis in the shares and the amount realized on the transaction. Net capital
gains (i.e. capital gains in excess of capital losses) recognized by a
non-corporate U.S. Holder (including an individual) on capital assets that have
been held for more than one year will generally be subject to a maximum United
States federal income tax rate of 15% (which is scheduled to increase to a
maximum rate of 20% on January 1, 2013 unless the reduced rate is extended by
subsequent legislation). Deductions for capital losses are subject to certain
limitations.

Foreign Tax Credit

Generally, a U.S. Holder who pays (or has withheld from
distributions) non-U.S. income tax with respect to stock he or she owns is
entitled to either a deduction or a tax credit for such foreign tax paid or
withheld. Generally, it is more advantageous to claim a credit because a credit
reduces United States federal income tax on a dollar-for-dollar basis, while a
deduction merely reduces the taxpayers income subject to tax. This election is
made on a year-by-year basis and generally applies to all foreign taxes paid by
(or withheld from) the U.S. Holder during that year.

In addition, this limitation is calculated separately with
respect to specific baskets of income. Foreign taxes assigned to a particular
class of income generally cannot offset United States tax on income assigned to
another class. Unused foreign tax credits can generally be carried back one year
and carried forward ten years.

In this situation, however, it is unclear whether BVI tax paid
or withheld on distributions on our shares (if any) will be creditable for U.S.
federal income tax purposes because following the Continuation, we will be
treated as a U.S. domestic corporation for U.S. tax purposes. The IRS may take
the position that distributions on our shares are U.S.-source income and thus
BVI income tax withheld on distributions is not creditable against a U.S.
Holders United States federal income tax liability. U.S. Holders should
consult their own tax advisors concerning their ability to utilize foreign tax
credits in this context.

Currency Fluctuations

For United States federal income tax purposes, the amount
received by a U.S. Holder as payment with respect to a distribution on, or
disposition of, shares, if paid in non-U.S. currency, will be the U.S. dollar
value of the payment at the date of the payment, regardless of whether the
payment is later converted into U.S. dollars. In such case, the U.S. Holder may
recognize ordinary income or loss as a result of currency fluctuations between
the date on which the payment is made and the date the payment is converted into
U.S. dollars.

- 63 -

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Information Reporting and Backup Withholding Tax

Payments made within the U.S. or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from the sale or other taxable
disposition of, shares will generally be subject to information reporting and
backup withholding tax, at the rate of 28% (under current law), if a U.S.
Holder:

| | fails to furnish such U.S. Holders correct U.S. taxpayer
      identification number (generally on Form W -9);                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                            
| | is notified by the IRS that such U.S. Holder has
      previously failed to properly report interest and dividend income; or                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                            
| | fails to certify, under penalty of perjury, that such
      U.S. Holder has furnished its correct U.S. taxpayer identification number
      that the IRS has not notified such U.S. Holder that it is subject to
      backup withholding tax, and that such U.S. Holder is a U .S. person.

However, certain exempt persons generally are excluded from
these information reporting and backup withholding rules. Backup withholding is
not an additional tax. Any amounts withheld under the U.S. backup withholding
tax rules will be allowed as a credit against a U.S. Holders U.S. federal
income tax liability, if any, or will be refunded, if such U.S. Holder furnishes
required information to the IRS in a timely manner. Each U.S. Holder should
consult its own tax advisor regarding the information reporting and backup
withholding rules.

New Tax on Net Investment Income

For tax years beginning after December 31, 2012, certain U.S.
Holders that are individuals, estates or trusts whose income exceeds certain
thresholds will be required to pay an additional 3.8% tax on net investment
income, which includes, among other things, dividends and net gain from the
sale or other disposition of property (other than property held in a trade or
business). U.S. Holders are urged to consult with their own tax advisors
regarding the effect, if any, of this tax on net investment income on their
ownership and disposition of our shares.

Non-U.S. Holders

Distributions on Shares

The gross amount of any distribution by our company to a
Non-U.S. Holder with respect to shares is treated first as dividend income to
the extent such distribution is paid out of our current or accumulated earnings
and profits, as determined under United States federal income tax principles. To
the extent that the amount of any distribution exceeds our companys current and
accumulated earnings and profits for a taxable year, the distribution is treated
as a tax-free return of capital to the extent of the Non-U.S. Holders adjusted
tax basis in shares. Then, to the extent that such distribution exceeds the
Non-U.S. Holders adjusted tax basis in shares, it is taxed as gain from the
sale or exchange of the Non-U.S. Holders shares (see Dispositions of Shares,
below).

Any such distribution that constitutes a dividend is treated as
U.S.-source gross income for Non-U.S. Holders of shares, and is subject to
withholding under Section 1441 of the Code (unless it is treated as effectively
connected income as described below). The withholding rate under the Code on
dividends is generally 30%, but may be reduced pursuant to a treaty. Any
dividend income that is

effectively connected with a Non-U.S. Holders conduct of a
U.S. trade or business (and, where a tax treaty applies, is attributable to a
U.S. permanent establishment maintained by the Non-U.S. Holder) will not be
subject to the withholding tax described in this paragraph but instead will be
taxed as described in the second bullet point and the remaining discussion under
the heading Dispositions of Shares below. Non-U.S. Holders will be required to
provide specific documentation to claim a treaty exemption or reduced rate of
withholding with respect to the distribution. Non-U.S. Holders should also
review the discussion of the new FATCA rules, below.

Dispositions of Shares

A Non-U.S. Holder generally will not be subject to U.S. federal
income tax with respect to gain recognized upon the disposition of shares
unless:

| | such Non-U.S. Holder is an individual who is present in
      the United States for a period or periods aggregating 183 days or more
      during the taxable year of disposition and certain other conditions are
      met;                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                
| | such gain is effectively connected with such Non-U.S.
      Holders conduct of a U.S. trade or business (and, where a tax treaty
      applies, is attributable to a U.S. permanent establishment maintained by
      the Non-U.S. Holder); or

- 64 -

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| | the common shares constitute a
      U.S. real property interest by reason of the companys status as a United
      States real property holding corporation for U.S. federal income tax
      purposes.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A Non-U.S. Holder described in the first bullet above is
required to pay a flat 30% tax on the gain derived from the sale, which tax may
be offset by U.S.-source capital losses. A Non-U.S. Holder described in the
second bullet above or, if the third bullet applies, is required to pay tax on
the net gain derived from the sale under regular graduated U.S. federal income
tax rates, and corporate Non-U.S. Holders described in the second bullet above
may also be subject to branch profits tax at a 30% rate or such lower rate as
may be specified by an applicable income tax treaty. Non-U.S. Holders should
consult any applicable income tax treaties that may provide for different
results. It is assumed that our company is not a United States real property
holding corporation within the meaning of Section 897 of the Code for purposes
of the third bullet point above. Non-U.S. Holders should also review the
discussion of the new FATCA rules, below.

U.S. Estate and Gift Tax Consequences of Owning Shares

The U.S. gift, estate, and generation-skipping transfer tax
rules generally apply to a Non-U.S. Holder of our shares. In general, our shares
are considered a U.S.-situs asset for U.S. estate tax purposes and could be
subject to U.S. estate tax at the death of a Non-U.S. Holder depending on the
particular facts and circumstances of the Non-U.S. Holder. Non-U.S. Holders
of our shares should consult an independent tax advisor with respect to U.S.
gift, estate, and generation-skipping transfer tax consequences applicable to
the ownership of our shares.

Backup Withholding and Information Reporting

Generally, our company must report annually to the IRS and to
Non-U.S. Holders the amount of dividends paid and the amount of tax, if any,
withheld with respect to those payments. These information reporting
requirements apply even if withholding is not required. Pursuant to tax treaties
or other agreements, the IRS may make such information available to tax
authorities in the Non-U.S. Holders country of residence. The payment of
proceeds from the sale of our shares by a broker to a Non-U.S. Holder is
generally not subject to information reporting if:

| | the Non-U.S. Holder certifies his, her or its non-U.S.
      status under penalties of perjury by providing a properly executed IRS
      Form W-8BEN, or otherwise establish an exemption; or
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                               
| | the sale of our common shares is
      effected outside the U.S. by a foreign office of a broker, unless the
      broker is:                                                                 

| |  | a U.S. person;                                                                                                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                  
| |  | a foreign person that derives 50% or more of its gross
      income for certain periods from activities that are effectively connected
      with the conduct of a trade or business in the U.S.;
| |   |                                                                                                                                                                                                  
| |  | a controlled foreign corporation for U.S. federal
      income tax purposes; or                                                                                                                
| |   |                                                                                                                                                                                                  
| |  | a foreign partnership more than 50% of the capital or
      profits interest of which is owned by one or more U.S. persons or which
      engages in a U.S. trade or business.                   

A backup withholding tax may apply to amounts paid to a
Non-U.S. Holder if the Non-U.S. Holder fails to properly establish its foreign
status on the applicable IRS Form W-8 or if certain other conditions are met.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules may be refunded or credited against the Non-U.S.
Holders U.S. federal income tax liability, assuming the required information is
timely provided to the IRS.

FATCA

New U.S. legislation signed into law on March 18, 2010 (the
Foreign Account Tax Compliance Act (FATCA)) substantially changes the
withholding and reporting rules applicable to Non-U.S. Holders who are not
individuals that receive certain U.S.-source income, generally effective for
payments made after December 31, 2013 (with respect to dividends) and after
December 31, 2014 (with respect to gross proceeds from a sale or other
disposition). Certain changes made by FATCA may result in different U.S. federal
income tax consequences for Non-U.S. Holders that are not individuals than those
described above, including with respect to withholding and information
reporting, and distributions on and dispositions of shares.

FATCA imposes a 30% U.S. withholding tax (which may be reduced
pursuant to a treaty) on dividends on, or gross proceeds from the sale or other
disposition of, shares paid to a Non-U.S. Holder that is a foreign financial
institution or certain foreign non-financial entities, unless:

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| | the foreign financial institution
      undertakes certain diligence and reporting obligations; or                                                                                                      
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                         
| | the foreign non-financial entity either certifies it does
      not have any substantial United States owners or furnishes identifying
      information regarding each substantial United States owner.

If the Non-U.S. Holder is a foreign financial institution, it
must enter into an agreement with the United States Treasury requiring, among
other things, that it undertake to identify accounts held by certain United
States persons or United States-owned foreign entities, annually report certain
information about such accounts, and withhold 30% on payments to account holders
whose actions prevent it from complying with these reporting and other
requirements. Non-U.S. Holders should consult their own tax advisors with
respect to the application of FATCA to their particular circumstances.

Material BVI Income Tax Consequences

BVI companies, provided that they do not operate or hold real
property in the BVI or employ persons resident in the BVI, and all amounts paid
by them to non-residents, are generally exempt from all local taxes and stamp
duty.

Certain Canadian Income Tax Consequences

This summary is based on the provisions of the Income Tax Act
(Canada) and the regulations thereunder in force as of the date hereof and the
current administrative policies and practices of the Canada Revenue Agency
published in writing by the Canada Revenue Agency before such date. This summary
takes into account all specific proposals to amend the Income Tax Act (Canada)
and the regulations thereunder which have been publicly announced by or on
behalf of the Minister of Finance (Canada) before the date of this proxy
statement/prospectus and assumes that all such proposed Canadian amendments will
be enacted in their present form. No assurance can be given that the proposed
Canadian amendments will be enacted in the form proposed, if at all. This
summary does not otherwise take into account or anticipate any changes in law,
whether by judicial, governmental or legislative decision or action, or changes
in the administrative policies and practices of the Canada Revenue Agency.

This summary does not apply to a Holder:

| | that is a financial institution
      for purposes of the mark-to-market property rules;                                 
|- | -----------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                              
| | to which the functional
      currency reporting rules in subsection 261(5) of the Income Tax Act
      (Canada) apply;    
|  |                                                                                                                              
| | an interest in which is a tax
      shelter investment; or                                                                 
|  |                                                                                                                              
| | with respect to whom our company
      is a foreign affiliate, all within the meaning of the Income Tax Act
      (Canada).

Such Holders should consult their own tax advisors.

The following summary of the Canadian tax consequences has
been provided for general information purposes only and is not intended to be,
and should not under any circumstances be assumed or relied on by any
shareholder to be, a complete analysis or discussion of all potential tax
consequences relevant to shareholders in any jurisdiction. The following
discussion is not intended to be, nor should it be construed to be, legal advice
to any particular person who holds our common shares.

Shareholders are strongly urged to consult, and must rely on
the advice of, their own independent tax and other advisors to determine the tax
consequences of the Continuation to them because of their own particular
circumstances and the jurisdiction in which they reside or in which they may be
subject to tax consequences by the virtue of their ownership of our common
shares.

This summary does not take into account, provincial,
territorial or foreign income tax legislation or considerations, which may
differ materially from those described herein. Holders should consult their
own legal advisors with respect to the tax consequences to them based on their
particular circumstances.

Continuation of our company to the BVI

No disposition of our common shares should be considered to
have occurred for Canadian federal income tax purposes solely as result of the
Continuation. Consequently, the Continuation should not result in the
realization of any capital gain (or capital loss) by a Holder.

Qualified Investments

Provided our common shares remain listed on a designated stock
exchange (within the meaning of the Income Tax Act (Canada) and which currently includes the TSX) at all relevant times,
such common shares will be a qualified investment under the Income Tax Act
(Canada) for trusts governed by registered retirement savings plans, registered
retirement income funds, deferred profit sharing plans, registered education
savings plans, registered disability savings plans and tax-free savings
accounts.

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Notwithstanding that our common shares may be a qualified
investment for a trust governed by a tax-free savings account, a registered
retirement savings plan or a registered retirement income fund, the holder of a
tax-free savings account or the annuitant under a registered retirement savings
plan or a registered retirement income fund will be subject to a penalty tax on
our common shares held in the tax-free savings account, registered retirement
savings plans or registered retirement income funds (as the case may be) if such
shares are a prohibited investment for the purpose of section 207.01 of the
Income Tax Act (Canada). Our common shares will generally be a prohibited
investment if the holder of a tax-free savings account or the annuitant of a
registered retirement savings plan or a registered retirement income fund does
not deal at arms length with our company for the purposes of the Income Tax Act
(Canada) or the holder of a tax-free savings account or the annuitant of a
registered retirement savings plan or a registered retirement income fund has a
significant interest (as defined in the Income Tax Act (Canada)) in our
company or a corporation, partnership or trust with which our company does not
deal at arms length for the purposes of the Income Tax Act (Canada). Such
holders are urged to consult their own tax advisors.

The foregoing summaries of United States, BVI and Canadian
tax consequences have been provided for general information purposes only and
should not be assumed or relied on by any shareholder to be, a complete analysis
or discussion of all potential tax consequences relevant to shareholders in any
jurisdiction. The foregoing discussion is not a legal advice to any particular
person who holds our common shares.

**F.**             
**Dividends and Paying Agents**

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

**G.**             
**Statements by Experts**

This Form 20-F is being filed as an annual report under the
Securities Exchange Act of 1934 and, as such, there is no requirement to provide
any information under this item.

**H.**             
**Documents on Display**

Any of the documents referred to in this Form 20-F can be
viewed at the office of Xtra-Gold, located at Shirley Street Plaza, Suite 2150,
P.O Box AP 59217, Nassau Bahamas, during normal business hours. All of the above
documents referred to above are in English.

Xtra-Gold is required to file financial statements and other
information with the Ontario Securities Commission, the British Columbia
Securities Commission and the Alberta Securities Commission electronically
through SEDAR which can be viewed at www.sedar.com.

**I.**             
**Subsidiary Information**

This annual report includes consolidated information relating
to our company and our subsidiaries.

Item 11     Quantitative and Qualitative
Disclosures About Market Risk

Xtra-Gold is a smaller reporting company and, as such, does not
need to provide the information required by this Item 11.

Item 12     Description of
Securities Other Than Equity Securities

Not applicable.

PART II

Item 13     Defaults, Dividend
Arrearages and Delinquencies

Not applicable.

Item 14     Material Modifications to
the Rights of Security Holders

Not applicable.

- 67 -

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Item 15     Controls and Procedures

**A.**             
**Disclosure Controls and Procedures**

Our management, including our Chief Executive Officer and our
Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the
period covered by this annual report.

Based on that evaluation, our management has concluded that as
of the end of the period covered by this annual report our disclosure controls
and procedures were effective such that the information required to be disclosed
in our Securities and Exchange Commission reports (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms; and (ii) is accumulated and communicated to our management to allow
timely decisions regarding required disclosure.

Our management does not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered
relative to their costs. Due to the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our company have been detected.

**B.**             
**Managements Annual Report on Internal Control over Financial
Reporting**

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:

| | pertain to the maintenance of records that, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions of
      our assets;                                                                                                                                                                                 
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                              
| | provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and
|  |                                                                                                                                                                                                                                                                                                                                              
| | provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of our
      assets that could have a material effect on the financial statements.                                                                                                                               

Because of the inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2018. In making this
assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework. Managements assessment included an evaluation of
the design of our internal control over financial reporting and testing of the
operational effectiveness of these controls. Based on this assessment, our
management has concluded that as of December 31, 2018, our internal control over
financial reporting was effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.

**C.**             
**Attestation Report of the Registered Public Accounting Firm**

This annual report does not include an attestation report of
RBSM LLP, an independent registered public accounting firm that audited our
companys annual financial statements included in this annual report, in
connection with internal control over financial report.

Managements report is not subject to attestation by our
companys registered public accounting firm pursuant to the rules of the SEC
that permit our company to provide only managements report in this annual
report.

**D.**             
**Changes in Internal Control over Financial Reporting**

There were no changes in our internal control over financial
reporting identified in connection with our evaluation that occurred during our
most recently completed fiscal year ended December 31, 2018 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

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Item 16     [reserved]

Item 16A  Audit Committee Financial Expert

Our Board of Directors has determined that each of James
Schweitzer, Denis Laviolette and, Hans Julian Morsches is an audit committee
financial expert as defined in Item 16.A of Form 20-F. In general, an audit
committee financial expert is an individual member of the audit committee
who:

| | understands generally accepted accounting principles and
      financial statements;                                                                                                                                                     
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                          
| | is able to assess the general application of such
      principles in connection with accounting for estimates and accruals;                                                                                                             
|  |                                                                                                                                                                                                                                          
| | has experience preparing, auditing, analyzing or
      evaluating financial statements comparable to the breadth and complexity
      of issues that can reasonably be expected to be raised by the companys
      financial statements;
|  |                                                                                                                                                                                                                                          
| | understands internal controls over financial reporting;                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                          
| | understands audit committee functions; and                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                          
| | is an independent director.                                                                                                                                                                                                              

Item 16B  Code of Ethics

In December 2009, we adopted a new and expanded code of ethics
applicable to our principal executive officer, principal financial and
accounting officers and persons performing similar functions. Our code of ethics
is a written standard designed to deter wrongdoing and to promote:

| | honest and ethical conduct;                                                                                  
|- | -------------------------------------------------------------------------------------------------------------
|  |                                                                                                              
| | full, fair, accurate, timely and
      understandable disclosure in regulatory filings and public statements;
|  |                                                                                                              
| | compliance with applicable laws,
      rules and regulations;                                                
|  |                                                                                                              
| | the prompt reporting of a
      violation of our code of ethics; and                                         
|  |                                                                                                              
| | accountability for adherence to
      our code of ethics.                                                    

A copy of our code of ethics was previously filed as an exhibit
to our annual report filed on Form 10-K for the year ended December 31, 2009. We
will provide a copy of our code of ethics, without charge, to any person who
makes a written request to us at our principal offices.

Item 16C  Principal Accountant Fees and Services

During the financial years ended December 31, 2018, 2017 and
2016, RBSM LLP served as the company auditor.

Audit Fees

Audit fees are the aggregate fees billed by RBSM LLP in 2017,
2016, and 2015 for the audit of Xtra-Golds consolidated annual financial
statements that are provided in connection with statutory and regulatory filings
or engagements. The aggregate audit fees billed by our companys external
auditors for the year ended December 31, 2018 was $25,000 for the year ended
December 31, 2017 was $29,000, and for the year ended December 31, 2016 was
$25,000.

Audit-related Fees

Audit-related fees consist of assurance and related services by
our companys external auditors that are reasonably related to the performance
of the audit or review of our companys quarterly financial statements and are
not reported above under Audit Fees.

Our company paid RBSM LLP $12,000 for audit-related fees in the
years ended December 31, 2018 and $15,000 for December 31, 2017 and December 31,
2016.

Tax Fees

Tax fees consist of professional services rendered by our
companys external auditors for tax compliance and tax advice. Our company paid
RBSM LLP $nil for tax fees for the year ended December 31, 2018, December 31,
2017 and December 31, 2016.

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All Other Fees

All other fees consist of fees for other miscellaneous items.
There were no other fees in connection services provided or billed by our
companys external auditors in the years ended December 31, 2018, December 31,
2017 and December 31, 2016.

Audit Committees Pre-approval Policies and
Procedures

Our Audit Committee has adopted a procedure for pre-approval of
all fees charged by our companys external auditors. Under the procedure, our
Audit Committee approves the engagement letter with respect to audit, tax and
review services. Other fees are subject to pre-approval by our Audit
Committee.

Item 16D  Exemptions from the Listing Standards for
Audit Committees

Not applicable.

Item 16E  Purchases of Equity Securities by the Issuer
and Affiliated Purchasers

Our company commenced a normal course issuer bid on February 9,
2012 (the 2012 Bid), with the acceptance of the TSX.
Pursuant to the 2012 Bid, our company could purchase 4,045,353 common shares
which, at that time, represented approximately 10% of our companys public
float. The 2012 Bid expired on February 8, 2013. Our company purchased an
aggregate of 68,300 common shares under the 2012 Bid which were cancelled.

The 2012 Bid and any subsequent normal course issuer bid, as
detailed hereunder, are conducted in accordance with Part VI, Sections 628 and
629 of the TSX Company Manual. All common shares purchased by our company are
cancelled.

Our company renewed the 2012 Bid for a further one year period
commencing on February 15, 2013 (the 2013 Bid), with the
acceptance of the TSX. Pursuant to the 2013 Bid, our company could purchase
3,957,802 common shares which, at that time, represented approximately 10% of
our companys public float. The 2013 Bid expired on February 14, 2014. Our
company purchased an aggregate of 280,000 common shares under the 2013 Bid which
were cancelled.

Our company renewed the 2013 Bid for a further one year period
commencing on February 17, 2014 (the 2014 Bid), with the
acceptance of the TSX. Pursuant to the 2014 Bid, our company could purchase
4,119,002 common shares which, at that time, represented approximately 10% of
our companys public float. The 2014 Bid expired on February 16, 2015. Our
company purchased an aggregate of 533,500 common shares under the 2014 Bid which
were cancelled.

Our company renewed the 2014 Bid for a further one year period
commencing on October 30, 2015 (the 2015 Bid), with the
acceptance of the TSX. Pursuant to the 2015 Bid, our company could purchase
4,000,000 common shares which, at that time, represented approximately 9.4% of
our companys public float. The 2015 Bid expired on November 5, 2016. Our
company purchased an aggregate of 372,500 common shares under the 2015 Bid which
were cancelled.

The Company announced in a news release disseminated on
December 6, 2016, that, following expiration of the 2015 Bid, it would be
renewing the 2016 bid for a further one year to purchase up to 4,000,000 Common
Shares of the Company (the 2016 Bid), representing
approximately 8.3% of the public float of the Company. The maximum number of
Common Shares that may be purchased on a daily basis is 5,327 Common Shares
representing 25% of the average daily trading volume for the last six calendar
months, except where purchases are made in accordance with "block purchases"
exemptions under applicable TSX policies. Our company purchased an aggregate of
641,500 common shares under the 2016 Bid which were cancelled.

The Company announced in a news release disseminated on January
9, 2018, that, following expiration of the 2016 Bid, it would be renewing the
2018 bid for a further one year to purchase up to 4,000,000 Common Shares of the
Company (the 2018 Bid), representing approximately 10% of
the public float of the Company. The maximum number of Common Shares that may be
purchased on a daily basis is 5,141 Common Shares representing 25% of the
average daily trading volume for the last six calendar months, except where
purchases are made in accordance with "block purchases" exemptions under
applicable TSX policies. Our company purchased an aggregate of 1,536,500 common
shares under the 2018 Bid which were cancelled.

The Company announced in a news release disseminated on
February 8, 2019, that, following expiration of the 2018 Bid, it would be
renewing the 2019 bid for a further one year to purchase up to 4,000,000 Common
Shares of the Company (the 2019 Bid), representing
approximately 10% of the public float of the Company. The maximum number of
Common Shares that may be purchased on a daily basis is 2,837 Common Shares
representing 25% of the average daily trading volume for the last six calendar
months, except where purchases are made in accordance with "block purchases"
exemptions under applicable TSX policies. All shares purchased under the 2019
Bid will be cancelled.

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As of DATE OF RECORD March 28, 2019, the Company had not
repurchased any Common Shares under the 2019 Bid.

Further details relating to the 2019 Bid are noted in the table
directly below and in the footnotes following the table, which sets forth
information as at the date of this annual report.

Issuer Purchases of Equity Securities

Period
    (a) Total Number of Shares
      Purchased
    (b) Average Price Paid per
      Share
    (c) Total Number of Shares
      Purchased as Part of Publicly Announced Plans or
      Programs
    (d) Maximum Number (or Approximate
      Dollar Value) of Shares that May Yet Be Purchased
      Under the Plans or ProgramsMonth 1 (February 8 to 28, 2019)
    -
    -
    -
    4,000,000Month 2 (March 1 to date, 2019)
    -
    -
    -
    4,000,000Total Shares Repurchased
    -
    -
    -
    4,000,000


Footnotes


    The details of the 2014 Bid, referred to above, were
      announced in a news release on February 13, 2014 (as reported by our
      company on Form 6-K filed on February 18, 2014).
    The results of the 2014 Bid and the details of the 2015
      Bid, referred to above, were announced in a news release on October 30,
      2015.
    The results of the 2015 Bid and the details of the 2016
      Bid, referred to above, were announced in a news release on December 6,
      2016.
    The results of the 2016 Bid and the details of the 2018
      Bid, referred to above, were announced in a news release on January 9,
      2018.
    The results of the 2018 Bid and the details of the 2019
      Bid, referred to above, were announced in a news release on February 8,
      2019.


Item 16F  Change in Registrants Certifying
Accountant

No change during 2018, 2017, or 2016.

Item 16G  Corporate Governance

Audit Committee

While we are not currently subject to any law, rule or
regulation in the United States requiring that we establish or maintain an audit
committee, as a reporting issuer in Canada, we are required to comply with
National Instrument 52-110  Audit Committees (NI
52-110), adopted by the Canadian Securities Administrators,
which states in part that every issuer must have an audit committee that
complies with the requirements of the Instrument. Prior to our company becoming
a reporting issuer in Canada in November 2010, our Board of Directors determined
it advisable and in the best interests of our stockholders to establish an audit
committee (the Audit Committee) in November 2009.

Our Audit Committee assists our Board of Directors in
fulfilling its oversight responsibility relating to:

| | the integrity of our financial
      statements;                
|- | ----------------------------------------------------------------
|  |                                                                 
| | our compliance with legal and
      regulatory requirements; and

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| | the qualifications and
      independence of our independent registered public accountants.
|- | -------------------------------------------------------------------------------------------

Our Audit Committee has adopted a written charter pursuant to
which the Audit Committee provides:

| | an independent review and oversight of our company's
      financial reporting processes, internal controls and independent auditors;                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                               
| | a forum separate from our management in which auditors
      and other interested parties can candidly discuss concerns. By effectively
      carrying out its functions and responsibilities, our Audit Committee helps
      to ensure that:

| |  | our management properly develops
      and adheres to a sound system of internal controls;                                 
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                            
| |  | procedures are in place to
      objectively assess our management's practices and internal controls; and                  
| |   |                                                                                                                            
| |  | the outside auditors, through
      their own review, objectively assess our company's financial reporting
      practices.

Our Audit Committee is directly responsible for the
appointment, compensation, retention and oversight of the work of any registered
public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for our company.

Our Audit Committee is composed of three directors; namely
James Schweitzer, who is also Chair of our Audit Committee, Denis Laviolette
and, Hans Julian Morsches, all of whom have been determined by our Board of
Directors to be independent, as defined in the Marketplace Rules of the NASDAQ
and within the meaning of NI 52-110.

Board of Directors Independence

Our Board of Directors consists of five members; namely James
Longshore, Peter Minuk, James Schweitzer, Denis Laviolette and Hans Julian
Morsches. Our Board of Directors has determined that James Schweitzer, Denis
Laviolette and Hans Julian Morsches are independent within the meaning of
National Instrument 58-101  Disclosure of Corporate Governance Practices(NI 58-101) and the Marketplace Rules of the NASDAQ
and as is required by the applicable policies of the TSX. Paul Zyla and Peter
Minuk are not independent within the meaning of NI 58-101 as they are officers
of our company and thereby have a material relationship with our company.

Nominating and Corporate Governance
Committee

We established our Nominating and Corporate Governance
committee in November 2009. The Nominating and Corporate Governance Committee
has adopted a written charter pursuant to which the committee:

| | recommends the slate of director
      nominees for election to our Board of Directors;                                          
|- | ---------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                  
| | identifies and recommends
      candidates to fill vacancies on our Board of Directors;                                          
|  |                                                                                                                                  
| | reviews the composition of our
      Board of Directors committees; and                                                         
|  |                                                                                                                                  
| | monitors compliance with, reviews
      and recommends changes to our various corporate governance policies and
      guidelines.

This committee also prepares and supervises our Board of
Directors annual review of director independence and our Board of Directors
annual self-evaluation. The Nominating and Corporate Governance Committee is
composed of three directors; namely Schweitzer, Laviolette and Morsches, all of
whom have been determined by our Board of Directors to be independent, as
defined in the Marketplace Rules of the NASDAQ and within the meaning of NI
52-110.

A majority of the persons serving on our Board of Directors
must be independent. The Nominating and Corporate Governance Committee has
considered transactions and relationships between each director or any member of
his immediate family and us or our affiliates, including those reported under
Certain Relationships and Related Transactions below and also reviewed
transactions and relationships between directors or their affiliates and members
of our senior management or their affiliates. As a result of this review, the
committee affirmatively determined that each of Messrs. Schweitzer, Laviolette
and Morsches are independent.

Nomination of Directors

The Nominating and Corporate Governance Committee considers all
qualified candidates for our Board of Directors identified by members of the
committee, by other members of our Board of Directors, by senior management and
by our stockholders. The committee reviews each candidate including each
candidates independence, skills and expertise based on a variety of factors,
including the persons experience or background in management,
finance, regulatory matters and corporate governance. When identifying nominees
to serve as director, the Nominating and Corporate Governance Committee seeks to
create a Board of Directors that is strong in its collective knowledge and has a
diversity of skills and experience with respect to accounting and finance,
management and leadership, vision and strategy, business operations, business
judgment, industry knowledge and corporate governance. In addition, before
nominating an existing director for re-election to our Board of Directors, the
Nominating and Corporate Governance Committee considers and reviews an existing
directors Board of Directors and committee meeting attendance and performance,
length of Board of Directors service, experience, skills and contributions that
the existing director brings to our Board of Directors, equity ownership in our
company and independence.

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The committee follows the same process and uses the same
criteria for evaluating candidates proposed by members of our Board of
Directors, members of senior management and stockholders. Based on its
assessment of each candidate, the committee recommends candidates to our Board
of Directors. However, there is no assurance that there will be any vacancy on
our Board of Directors at the time of any submission or that the committee will
recommend any candidate for our Board of Directors.

Compensation Committee

We established a Compensation Committee in November 2009. The
Compensation Committee has adopted a written charter pursuant to which the
committee is responsible for overseeing our compensation programs and practices,
including our executive compensation plans and incentive compensation plans. Our
Chief Executive Officer provides input to the Compensation Committee with
respect to the individual performance and compensation recommendations for the
other executive officers. Although the committees charter authorizes the
committee to retain an independent consultant, no third-party compensation
consultant was engaged for 2010. The Compensation Committee is composed of three
directors; namely James Schweitzer, Denis Laviolette and Hans Julian Morsches,
all of whom have been determined by our Board of Directors to be independent,
as defined in the Marketplace Rules of the NASDAQ and within the meaning of NI
52-110.

Risk Management

We separate the role of our Chief Executive Officer and the
Chairman of our Board of Directors. Our management has approval limits which it
must not exceed without approval from our Board of Directors. These approval
limits span hiring, asset purchases and the issuance of shares. Our Board of
Directors administers its oversight function through three sub-committees which
report to our full Board of Directors, being our Audit Committee, our Nominating
and Corporate Governance Committee and our Compensation Committee. We are a very
small company at this time and consider five members for our Board of Directors
to be adequate for the purpose of directing its activities. Our Board of
Directors self-assesses on an ongoing basis and has the scope to increase its
size if the need is determined.

Not applicable.

Item 16H  Mine Safety Disclosure

Not applicable.

PART III

Item 17     Financial Statements

Our company has provided our financial statements pursuant to
Item 18.

Item 18     Financial Statements

Our companys consolidated financial statements and notes
thereto are stated in United States Dollars (US$) and are prepared in accordance
with U.S. GAAP.

This annual report on Form 20-F includes the following
financial statements of Xtra-Gold:

| | Audited Financial
      Statements for the Years Ended December 31, 2018, 2017, and 2016
|- | ----------------------------------------------------------------------------------------

| |  | Report of Independent Registered
      Public Accounting Firm dated March 28, 2019                       
| | - | ---------------------------------------------------------------------------------------------------------
| |  | Consolidated Balance Sheets as at
      December 31, 2018, 2017 and 2016                                 
| |  | Consolidated Statements of
      Operations for the Years Ended December 31, 2018, 2017 and 2016         
| |  | Consolidated Statements of Cash
      Flows for the Years Ended December 31, 2018, 2017 and 2016         
| |  | Consolidated Statement of
      Stockholders Equity for the Years Ended December 31, 2018, 2017 and 2016

- 73 -

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| |  | Notes to the Consolidated
      Financial Statements
| | - | ----------------------------------------------------

Item 19 Exhibits

The following exhibits are included in this annual report on
Form 20-F:

Exhibit Number
    Description1.3
    Memorandum and Articles of
      Association (1)1.4
    Code of Ethics (1)12.1
    Certification of Chief Executive
      Officer pursuant to Exchange Act, Rules 13a-14 and 15d-14 as Adopted
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)12.2
    Certification of Chief Financial
      Officer as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002 (2)13.1
    Certification of Chief Executive
      Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002. (2)13.2
    Certification of Chief Financial
      Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002. (2)


|(1) | Previously filed with the Securities and Exchange
      Commission as an exhibit to the Form 20-F filed April 3, 2013.
|--- | ----------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to this annual report on Form
      20-F.                                                         

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SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

| | XTRA-GOLD RESOURCES CORP.
| | -------------------------

| |    | /s/ James Longshore                        
| | -- | -------------------------------------------
| | By |                                            
| |    | James Longshore                            
| |    | President and Chief Executive
      Officer

Date:      March 28, 2019

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