MARKET WIRE NEWS

Xtra-Gold Announces Non-Brokered Private Placement

MWN-AI** Summary

Xtra-Gold Resources Corp. has announced a non-brokered private placement aimed at raising $1.5 million through the issuance of up to 625,000 units, priced at $2.40 each. Each unit comprises one common share and one-half of a common share purchase warrant, which allows the holder to buy additional shares at $2.80 per share for a duration of two years following issuance. This strategic financing initiative is designed to bolster the company's working capital.

The company may offer finders’ fees, which could include cash payments and non-transferable warrants to arm's length finders associated with the placement. Finders’ warrants will also allow the purchase of additional shares at $2.50 each, under similar terms of two years.

Xtra-Gold's growth strategy is centered around its significant land holdings in the Kibi Gold Belt located in Ghana, West Africa. As is customary with such financial arrangements, the completion of the private placement is dependent on the approval from the Toronto Stock Exchange and compliance with all necessary regulatory requirements. Following the issuance of securities, they will be subject to a regulatory hold period lasting four months and one day.

In terms of future outlook, Xtra-Gold cautions that statements regarding this financing endeavor are forward-looking and involve numerous risks and uncertainties, including the potential inability to secure essential funding and various operational challenges. The company emphasizes that actual outcomes may differ substantially from expectations put forth in forward-looking statements.

For more information regarding Xtra-Gold and this private placement, interested parties can reach out to CEO James Longshore or visit the company's website.

MWN-AI** Analysis

Xtra-Gold Resources Corp.'s recent announcement of a non-brokered private placement to raise $1.5 million through the sale of units is a key development that investors should consider closely. The offer—up to 625,000 units priced at $2.40 each, with each unit comprising one share and a half-share purchase warrant—signals the company's intention to bolster its working capital and enhance its operational capabilities.

Investors should weigh the implications of this private placement. The warrant component is particularly noteworthy; it allows investors to buy additional shares at $2.80 each for two years, indicating potential future value. The current share price reflects an opportunity: if the company executes effectively on its business plan and the gold market remains favorable, the warrant could provide significant upside. However, the success of these warrants hinges on the company’s ability to capitalize on its land holdings in Ghana's Kibi Gold Belt, where potential resource discoveries could drive share price appreciation.

Moreover, the involvement of finders' warrants, which offer additional share purchase options at $2.50 for two years, indicates a calculated effort to engage market professionals that could enhance investor confidence and liquidity post-placement.

However, prospective investors should also be cognizant of the risks. The forward-looking statements included in the announcement must be taken seriously; the company faces several uncertainties, ranging from competition to regulatory hurdles that could hinder its operational progress.

In summary, while Xtra-Gold's private placement represents a tactical move to secure funding and potentially enhance shareholder value, investors should conduct comprehensive due diligence, considering both the opportunities presented by the placement and the underlying risks associated with evolving market conditions and operational realities. Monitoring the company’s forthcoming performance and market trends will be crucial for making informed investment decisions.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Newsfile

Toronto, Ontario--(Newsfile Corp. - September 12, 2025) - Xtra-Gold Resources Corp. (TSX: XTG) (OTCQB: XTGRF) ("Xtra-Gold" or the "Company") announces that it proposes to undertake a non-brokered private placement (the "Private Placement") to raise gross proceeds of $1.5 million through the sale of up to 625,000 units (each, a "Unit") at a price of $2.40 per unit. Each Unit consists of one common share of the Company (a "Share") and one-half of a common share purchase warrant, each whole warrant (a "Warrant") entitling the holder to purchase one additional Share at a price of $2.80 per Share for a period of two years upon issuance.

In accordance with TSX policies, the Company may pay finders' fees comprised of cash and non-transferable warrants (each, a "Finder's Warrant") in connection with the Private Placement to certain qualified arm's length finders for such portion of the financing as may be attributable to their efforts. Each Finder's Warrant will entitle the holder to purchase one additional Share at a price of $2.50 per Share for a period of two years upon issuance.

Proceeds of the Private Placement will be used for general working capital purposes.

Closing of the Private Placement is subject to Toronto Stock Exchange acceptance and required regulatory approvals. All of the securities issued pursuant to this Private Placement will be subject to a regulatory hold period of four months plus one day from the date of issuance.

About Xtra-Gold Resources Corp.

Xtra-Gold is a gold exploration company with a substantial land position in the Kibi Gold Belt, in Ghana West Africa.

Forward-Looking Statements

Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Forward-looking statements in this news release include, among other things, statements about: the anticipated filing of the audited annual financial statements and the approval of the management cease trade order by the Ontario Securities Commission. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company to obtain sufficient financing to execute the Company's business plan, competition, regulation and anticipated and unanticipated costs and delays, the success of the Company's research and development strategies, including the success of this product or any other product, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing of clinical trials, the timing and outcomes of regulatory or intellectual property decisions, the risk that the anticipated benefits from the receipt of funds from the Investor will not be realized as contemplated, or at all, and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

Contact Information

For further information please contact:

James Longshore
Chief Executive Officer
242-363-3864
E-mail: info@xtragold.com
Website: www.xtragold.com

NOT FOR DISTRIBUTION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266172

FAQ**

How does Xtra-Gold Resources Corp. (XTG:CC) plan to utilize the $1.5 million raised from the non-brokered private placement to enhance its operations in the Kibi Gold Belt?

Xtra-Gold Resources Corp. plans to utilize the $1.5 million raised from the non-brokered private placement to advance exploration activities, including drilling and resource expansion, within the Kibi Gold Belt to enhance overall operational efficiency and growth potential.

What specific regulatory approvals and compliance measures are required from the Toronto Stock Exchange before the closing of Xtra-Gold Resources Corp.'s private placement can proceed?

Xtra-Gold Resources Corp. must obtain TSX approval for its private placement, which includes filing a prospectus or equivalent documentation, ensuring compliance with TSX Listing Requirements, and adhering to applicable securities regulations and disclosure obligations before closing.

Can you elaborate on the potential risks associated with the forward-looking statements made by Xtra-Gold Resources Corp. (XTG:CC) regarding their business plan and financing?

The potential risks associated with Xtra-Gold Resources Corp.'s forward-looking statements include market volatility, regulatory changes, financing challenges, operational setbacks, and uncertainties in mineral exploration and development, which could impact their business plan and projected outcomes.

In light of Xtra-Gold Resources Corp.'s current position, how do the company's strategies align with broader market trends in the gold exploration sector?

Xtra-Gold Resources Corp.'s focus on strategic exploration in favorable jurisdictions and commitment to sustainable practices align with the growing market demand for responsible gold sourcing and the increasing interest in gold as a hedge against economic instability.

**MWN-AI FAQ is based on asking OpenAI questions about Xtra-Gold Resources Corp. (TSXC: XTG:CC).

Xtra-Gold Resources Corp.

NASDAQ: XTG:CC

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