Exhibit 99.1
TRX Gold Corporation
Interim Condensed Consolidated
Financial Statements
(Unaudited)
For the three and nine months ended
May 31, 2025 and 2024
TRX Gold Corporation
Interim Condensed Consolidated Statements of Financial Position
(Unaudited)
(Expressed in Thousands of US Dollars)
| Note | May 31, 2025 | August 31, 2024 | ||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash | $ | $ | ||||||||
| Amounts receivable | 4 | |||||||||
| Prepayments and other assets | 5 | |||||||||
| Inventories | 6 | |||||||||
| Total current assets | ||||||||||
| Other long-term assets | 4 | |||||||||
| Mineral property, plant and equipment | 7 | |||||||||
| Total assets | $ | $ | ||||||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| Amounts payable and accrued liabilities | $ | $ | ||||||||
| Income tax payable | 8 | |||||||||
| Current portion of deferred revenue | 9 | |||||||||
| Current portion of lease liabilities | 10 | |||||||||
| Current portion of borrowings | 11 | |||||||||
| Derivative financial instrument liabilities | 12 | |||||||||
| Total current liabilities | ||||||||||
| Lease liabilities | 10 | |||||||||
| Deferred income tax liability | 8 | |||||||||
| Provision for reclamation | ||||||||||
| Total liabilities | ||||||||||
| Equity | ||||||||||
| Share capital | ||||||||||
| Share-based payments reserve | 14 | |||||||||
| Warrants reserve | 15 | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Equity attributable to shareholders | ||||||||||
| Non-controlling interest | 16 | |||||||||
| Total equity | ||||||||||
| Total equity and liabilities | $ | $ |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 2 |
TRX Gold Corporation
Interim Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited)
(Expressed in Thousands of US Dollars, except per share amounts)
|
Three months ended May 31, | Nine months ended May 31, | ||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Revenue | 20 | $ | $ | $ | $ | |||||||||||||
| Cost of sales | ||||||||||||||||||
| Production costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Royalty | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ||||||||||||||||||
| General and administrative expenses | 18 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Change in fair value of derivative financial instruments | 12 | ( | ) | ( | ) | ( | ) | |||||||||||
| Foreign exchange gains (losses) | ( | ) | ||||||||||||||||
| Interest and other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income before tax | ||||||||||||||||||
| Income tax expense | 8 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Net income (loss) and comprehensive income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||||
| Net income (loss) and comprehensive income (loss) attributable to: | ||||||||||||||||||
| Shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Non-controlling interest | ||||||||||||||||||
| Net income (loss) and comprehensive income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||||
| Basic and diluted loss per share | 13 | $ | ) | $ | ) | $ | ) | $ | ) | |||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 3 |
TRX Gold Corporation
Interim Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(Expressed in Thousands of US Dollars, except share amounts)
| Share Capital | Reserves | |||||||||||||||||||||||||||||||
| Number of Shares | Amount | Share-based payments | Warrants | Accumulated deficit | Shareholders' equity | Non-controlling interests | Total equity | |||||||||||||||||||||||||
| Balance at August 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Shares issued for share-based payments (Note 14) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation expense (Note 14) | — | |||||||||||||||||||||||||||||||
| Witholding tax impact on share-based payments | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net (loss) income for the period | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at May 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Shares issued for share-based payments (Note 14) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation expense (Note 14) | — | |||||||||||||||||||||||||||||||
| Witholding tax impact on share-based payments | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income for the period | — | |||||||||||||||||||||||||||||||
| Balance at August 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Shares issued for share-based payments (Note 14) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation expense (Note 14) | — | |||||||||||||||||||||||||||||||
| Witholding tax impact on share-based payments | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net (loss) income for the period | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 4 |
TRX Gold Corporation
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in Thousands of US Dollars)
| Nine months ended May 31, | ||||||||||
| Note | 2025 | 2024 | ||||||||
| Operating | ||||||||||
| Net income | $ | $ | ||||||||
| Adjustments for items not involving cash: | ||||||||||
| Non-cash items | 22 | |||||||||
| Changes in non-cash working capital: | ||||||||||
| (Increase) decrease in amounts receivable | ( | ) | ||||||||
| Increase in inventories | ( | ) | ( | ) | ||||||
| (Increase) decrease in prepaid and other assets | ( | ) | ||||||||
| Increase in amounts payable and accrued liabilities | ||||||||||
| Decrease in income tax payable | ( | ) | ( | ) | ||||||
| Cash provided by operating activities | $ | $ | ||||||||
| Investing | ||||||||||
| Exploration and evaluation assets and expenditures | $ | ( | ) | $ | ( | ) | ||||
| Purchase of mineral property, plant and equipment | ( | ) | ( | ) | ||||||
| Increase in other long-term assets | ( | ) | ( | ) | ||||||
| Cash used in investing activities | $ | ( | ) | $ | ( | ) | ||||
| Financing | ||||||||||
| Financing costs paid | $ | ( | ) | $ | ||||||
| Withholding taxes on settlement of share-based payments | ( | ) | ( | ) | ||||||
| Lease payments | 10 | ( | ) | ( | ) | |||||
| Cash used in financing activities | $ | ( | ) | $ | ( | ) | ||||
| Net (decrease) increase in cash and cash equivalents | $ | ( | ) | $ | ||||||
| Cash and cash equivalents at beginning of the period(1) | ||||||||||
| Cash and cash equivalents at end of the period(1) | $ | $ | ||||||||
| (1) | Cash and cash equivalents are net of bank overdrafts ($3.0 million at May 31, 2025; $nil at August 31, 2024; $nil at May 31, 2024 and $nil at August 31, 2023). See Note 11. |
| Taxes paid in cash | $ | $ | ||||||||
| Interest paid on leases | 10 | $ | $ |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 5 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 1. | Nature of operations |
TRX Gold Corporation (“TRX Gold” or the “Company”) was incorporated in the Province of Alberta on July 5, 1990 under the Business Corporations Act (Alberta). On March 27, 2025, the Company completed its continuance from the jurisdiction of the Province of Alberta into the Province of British Columbia under the Business Corporations Act (British Columbia) (“Continuance”). The Company’s principal business activity is the exploration, development and production of mineral property interests in the United Republic of Tanzania (“Tanzania”).
Subsequent to the Continuance, the Company’s registered office is 550 Burrard Street, Suite 2501, Vancouver, British Columbia, V6C 2B5, Canada. The Company’s principal place of business is 277 Lakeshore Road E, Suite 403, Oakville, Ontario, L6J 6J3, Canada.
The Company’s common shares are listed on the Toronto Stock Exchange in Canada (TSX: TRX) and NYSE American in the United States of America (NYSE American: TRX).
The Company is primarily focused on development and mining operations, exploring, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.
| 2. | Basis of preparation |
| a) | Statement of compliance |
The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements do not include all disclosures required by International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the IASB for annual financial statements and should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2024.
These interim condensed consolidated financial statements were approved by the Board of Directors of the Company on July 11, 2025.
| b) | Basis of presentation and measurement |
These interim condensed consolidated financial statements have been prepared on a going concern basis under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value as disclosed in Note 19. All amounts in these interim condensed consolidated financial statements are presented in United States dollars with all amounts rounded to the nearest thousand, except for share and per share data, or as otherwise noted. Reference herein of $ or USD is to United States dollars and C$ or CAD is to Canadian dollars.
| 6 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 3. | Material accounting policies, judgements and estimates |
The accounting policies, judgements and estimates applied in these interim condensed consolidated financial statements are consistent with those set out in Notes 3 and 4 of the Company’s annual consolidated financial statements for the year ended August 31, 2024, except as described below:
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand, and short-term deposits with an original maturity of three months or less, which are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value. Bank overdrafts which are repayable on demand and form an integral part of an entity's cash management are included as a component of cash and cash equivalents in the statements of cash flows.
| 4. | Amounts receivable |
| May 31, 2025 | August 31, 2024 | |||||||
| Sales tax receivable (1) | $ | $ | ||||||
| Other | ||||||||
Other receivable | ||||||||
| Less: Long-term portion | ( | ) | ( | ) | ||||
| Total amounts receivable | $ | $ |
| (1) |
The Company held no collateral for any receivables. During the three and
nine months ended May 31, 2025, the Company recovered VAT refunds from the TRA of $nil and $
| 5. | Prepayments and other assets |
| May 31, 2025 | August 31, 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Deferred financing costs | ||||||||
| Total prepayments and other assets | $ | $ |
| 7 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 6. | Inventories |
| May 31, 2025 | August 31, 2024 | |||||||
| Ore stockpile | $ | $ | ||||||
| Gold in circuit | ||||||||
| Gold doré | ||||||||
| Total precious metals inventories | ||||||||
| Supplies | ||||||||
| Total inventories | $ | $ |
| 7. | Mineral property, plant and equipment |
| Exploration and evaluation expenditures(1) | Mineral properties | Processing plant and related infrastructure | Machinery and equipment(2) | Right-of-use assets | Other(3) | Total | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| As at August 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| As at May 31, 2025 | ||||||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| As at August 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| As at May 31, 2025 | ||||||||||||||||||||||||||||
| Net book value | ||||||||||||||||||||||||||||
| As at August 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| As at May 31, 2025 |
| (1) |
| (2) |
| (3) |
| 8. | Income tax |
Income tax expense is recognized based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. The maximum amount of tax losses that a business can utilize in Tanzania is 60% (2024 - 70%) of its taxable profit for the current year. The remaining 40% (2024 - 30%) of taxable profit is subject to a statutory tax rate of 30%. As a result, Buckreef Gold Company Limited’s (“Buckreef”) current income tax is calculated at an effective tax rate of 12% (2024 - 9%) until Buckreef’s tax loss carryforwards are fully utilized. Tax losses in Tanzania can only be utilized by the entity to which the tax losses relate to.
The carrying value of Buckreef’s Mineral Property, Plant and Equipment is higher than their tax written down values due to historical mining incentives in Tanzania and accelerated depreciation for tax purposes. The taxable temporary difference between the carrying value of Mineral Property, Plant and Equipment and its tax basis in excess of available tax loss carryforwards resulted in a deferred tax liability.
| 8 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
For the three months ended May 31, 2025, the Company recorded income tax
expense of $
| 9. | Deferred revenue |
On August 11, 2022, the Company entered into a $
On January 7, 2025, the Company entered into a Gold Prepayment Facility with Auramet International, Inc. (“Auramet Gold Prepayment Facility”) through which Buckreef may, at its discretion, sell up to an aggregate amount of 1,000 ounces of gold, up to 21 calendar days prior to deliver, on a revolving basis for a one-year term. On January 8, 2025, the Company sold 421.6 gold ounces under the Auramet Gold Prepayment Facility for proceeds of $1.1 million and concurrently purchased 421.6 gold ounces for $1.1 million to settle all outstanding gold ounces remaining under the OCIM Agreement. On January 10, 2025, the OCIM Agreement was terminated.
As at May 31, 2025, the Company had 695 gold ounces outstanding under the Auramet Gold Prepayment Facility.
| Amount | ||||
| As at August 31, 2024 | $ | |||
| Drawdown | ||||
| Accretion of deferred revenue (Note 22) | ||||
| Revenue recognized | ( | ) | ||
| As at May 31, 2025 | $ |
| 10. | Lease liabilities |
Lease liabilities are measured at the discounted value of future lease payments using the lease-specific incremental borrowing rate. Lease payments are apportioned between interest expense and the reduction of the liability. Interest expense is based on the lease-specific incremental borrowing rate at the commencement date of the lease. The incremental borrowing rate differs between each category of asset, location of asset and the duration of the lease. The Company’s lease liabilities are primarily comprised of leases for 16 pieces of equipment for use in Buckreef’s mining operations.
| 9 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
The carrying amounts of lease liabilities and movements during the period were:
| Amount | ||||
| As at August 31, 2024 | $ | |||
| Additions | ||||
| Accretion of lease liabilities (Note 22) | ||||
| Lease payments | ( | ) | ||
| Foreign exchange | ( | ) | ||
| As at May 31, 2025 | $ |
| May 31, 2025 | August 31, 2024 | |||||||
| Current portion of lease liabilities | $ | $ | ||||||
| Lease liabilities | ||||||||
| Balance at end of period | $ | $ |
The following amounts are recognized in the statement of income (loss) and comprehensive (loss) income:
|
Three months ended May 31, |
|
Nine months ended May 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Depreciation expense for right-of-use assets (Note 7) | $ | $ | $ | $ | ||||||||||||
| Accretion of lease liabilities (Note 22) | ||||||||||||||||
| Total amount | $ | $ | $ | $ | ||||||||||||
As at May 31, 2025, the Company had the following lease commitments:
| Amount | ||||
| Not later than one month | $ | |||
| Later than one month and not later than three months | ||||
| Later than three months and not later than one year | ||||
| Later than one year and not later than five years | ||||
| Total undiscounted lease commitments | $ |
As at May 31, 2025,
the carrying value of right-of-use assets amounted to $
| 10 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 11. | Borrowings |
On December 5, 2024, Buckreef entered into a secured debt facility with
Stanbic Bank Tanzania Limited (“Stanbic Facility”). The Stanbic Facility consists of a $
The Overdraft Facility bears interest at the United States Federal Funds
Target Rate Midpoint plus a margin within a range of
The VAF Facility bears interest at the three-month Secured Overnight Financing
Rate plus a margin within a range of
As at May 31, 2025, $
| 12. | Derivative financial instrument liabilities |
| May 31, 2025 | August 31, 2024 | |||||||
| Derivative warrant liabilities | $ | $ | ||||||
| Total derivative financial instrument liabilities | $ | $ |
| a) | Derivative warrant liabilities |
| Amount | ||||
| As at August 31, 2024 | $ | |||
| Change in fair value | ( | ) | ||
| As at May 31, 2025 | $ |
Derivative warrant liabilities of $
| 11 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
Fair values of derivative warrant liabilities were calculated using the Black-Scholes Option Pricing Model with the following assumptions:
| May 31, 2025 | August 31, 2024 | |||||||
| Share price | $ | $ | ||||||
| Risk-free interest rate | % - % | % - % | ||||||
| Dividend yield | % | % | ||||||
| Expected volatility | % - % | % - % | ||||||
| Remaining term (in years) | – | – |
The fair value is classified as Level 3 as expected volatilities is determined using adjusted historical volatilities and were therefore not an observable input.
Sensitivity analysis
If expected volatility, the significant unobservable input, had been higher or lower by 10% and all other variables were held constant, net income and net assets for the three and nine months ended May 31, 2025, would increase or decrease by:
| May 31, 2025 | ||||||||
| 10% change in expected volatilities | Increase | Decrease | ||||||
| (Loss) income | $ | ( | ) | $ | ||||
| b) | Gold zero-cost collars |
In December 2023, the Company entered into a series of gold zero-cost collar contracts for 600 gold ounces per month for a total of 3,000 gold ounces to be settled from January 2024 to May 2024, at a maximum and minimum gold price of $2,150 and $1,850 per gold ounce, respectively.
During the three and nine months ended May 31, 2024, gold zero-cost
collar contracts for a total of nil and
| 12 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 13. | Loss per share |
| Three months ended May 31, | Nine months ended May 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss attributable to shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares for basic EPS(1) | ||||||||||||||||
| Effect of dilutive stock options, warrants, restricted share units (“RSU”) and share awards | ||||||||||||||||
| Weighted average number of common shares for diluted EPS(1) | ||||||||||||||||
(1) The weighted average number of common shares for basic and diluted EPS include 10.3 million of vested, but unissued, gross common shares relating to share-based compensation.
For the nine months ended May 31, 2025, the weighted average number of common shares for diluted EPS excluded 1.1 million share awards, million stock options, million RSUs, and million warrants that were anti-dilutive for the period (2024 – million stock options, million RSUs and million warrants).
| 14. | Share-based payments reserve |
Share-based compensation expense for the three and nine months ended May 31, 2025 totaled $ million and $ million, respectively (2024 – $ million and $ million, respectively).
As at May 31, 2025, the Company had (August 31, 2024 - ) share awards available for issuance under the Omnibus Equity Incentive Plan.
| a) | Stock options |
Canadian Dollars denominated stock options
| Number of stock options | Weighted average exercise price per share | |||||||
| Balance – August 31, 2024 | CAD $ | |||||||
| Options exercised(1) | ( | ) | CAD $ | |||||
| Balance – May 31, 2025 | CAD $ |
(1) The weighted average share price at the time of the option exercise was C$0.53.
| 13 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
Options to purchase common shares carry exercise prices and terms to maturity as follows:
| Remaining | |||||||||||||||||
| Number of options | Expiry | contractual | |||||||||||||||
| Exercise price | Outstanding | Exercisable | Date | life (years) | |||||||||||||
| C$ | |||||||||||||||||
| C$ | |||||||||||||||||
| C$ | |||||||||||||||||
| C$(1) | (1) | ||||||||||||||||
(1) Total represents weighted average.
US Dollars denominated stock options
| Number of stock options | Weighted average exercise price per share | |||||||
| Balance – August 31, 2024 | $ | |||||||
| Forfeited | ( | ) | $ | |||||
| Granted | $ | |||||||
| Balance – May 31, 2025 | $ |
Options to purchase common shares carry exercise prices and terms to maturity as follows:
| Remaining | ||||||||||||||||||
| Number of options | Expiry | contractual | ||||||||||||||||
| Exercise price | Outstanding | Exercisable | Date | life (years) | ||||||||||||||
| USD $ | ||||||||||||||||||
| USD $ | ||||||||||||||||||
| USD $ | ||||||||||||||||||
| USD $(1) | (1) | |||||||||||||||||
(1) Total represents weighted average.
For the three and nine months ended May 31, 2025, share-based compensation expense related to stock options totalled $ million and $ million, respectively (2024 – $ million and $ million, respectively).
| 14 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| b) | Restricted Share Units |
The following table sets out activity with respect to outstanding RSUs:
| Number of RSUs | ||||
| Balance – August 31, 2024 | ||||
| Granted | ||||
| Forfeited | ( | ) | ||
| Exercised | ( | ) | ||
| Balance – May 31, 2025 |
For the three and nine months ended May 31, 2025, share-based payment expenses related to RSUs totalled $ million and $ million, respectively (2024 – $ million and $ million, respectively).
| 15. | Warrants reserve |
|
Number of warrants |
|
Weighted average exercise price per share |
|
Weighted average remaining contractual life (years) | |||||||
| Balance – August 31, 2024 | $ | |||||||||||
| Balance – May 31, 2025 | $ |
As at May 31, 2025, the following warrants were outstanding:
| Number of Warrants | Exercise price | Expiry date | ||||||||
| Private placement financing warrants - February 11, 2021 | $ | |||||||||
| Private placement financing broker warrants - February 11, 2021 | $ | |||||||||
| Private placement financing warrants - January 26, 2022 | $ | |||||||||
| Private placement financing placement agent warrants - January 26, 2022 | $ | |||||||||
| Balance – May 31, 2025 | $ |
(1) Total represents weighted average.
| 15 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 16. | Non-controlling interest |
Summarized financial information for Buckreef is disclosed below:
| Three months ended May 31, | Nine months ended May 31, | |||||||||||||||
| Income Statement | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Depreciation | ||||||||||||||||
| Accretion expense | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Comprehensive income for the period | ||||||||||||||||
| Statement of Financial Position | May 31, 2025 | August 31, 2024 | ||||||
| Current assets | $ | $ | ||||||
| Non-current assets | ||||||||
| Current liabilities | ( | ) | ( | ) | ||||
| Non-current liabilities | ( | ) | ( | ) | ||||
| Advances from parent, net | ( | ) | ( | ) |
| Nine months ended May 31, | ||||||||
| Statement of Cash Flows | 2025 | 2024 | ||||||
| Cash provided by operating activities | $ | $ | ||||||
| Cash used in investing activities | ( | ) | ( | ) | ||||
| Cash used in financing activities | ( | ) | ( | ) | ||||
| 17. | Related party transactions |
Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.
Remuneration of Directors and key management personnel of the Company was as follows:
| Three months ended May 31, | Nine months ended May 31, | |||||||||||||||
| Directors and key management personnel | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Remuneration | $ | $ | $ | $ | ||||||||||||
| Share-based compensation expense | ||||||||||||||||
| Total directors and key management personnel | $ | $ | $ | $ | ||||||||||||
| 16 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
During the three and nine months ended May 31, 2025, $ million and $ million for stock options granted to key management personnel was expensed, respectively (2024 – $ million and $ million, respectively) and $ million and $ million for RSUs granted to directors and key management personnel was expensed, respectively (2024 – $nil and $0.4 million, respectively).
During the three and nine months ended May 31, 2025, $ million and $ million related to common share awards granted to key management personnel was expensed, respectively (2024 – $nil and $ million, respectively).
| 18. | General and administrative expenses |
| Three months ended May 31, | Nine months ended May 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Directors’ fees (Note 17) | $ | $ | $ | $ | ||||||||||||
| Insurance | ||||||||||||||||
| Office and general | ||||||||||||||||
| Shareholder information | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Salaries and benefits (Note 17) | ||||||||||||||||
| Consulting | ||||||||||||||||
| Share-based compensation expense (Notes 14 and 17) | ||||||||||||||||
| Travel and accommodation | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Other | ||||||||||||||||
| Total general and administrative expenses | $ | $ | $ | $ | ||||||||||||
| 19. | Financial instruments |
Fair value of financial instruments
The following table sets out the classification of the Company’s financial instruments as at May 31, 2025 and August 31, 2024:
| May 31, 2025 | August 31, 2024 | |||||||
| Financial Assets | ||||||||
| Measured at amortized cost | ||||||||
| Amounts receivable | $ | $ | ||||||
| Measured at fair value through profit or loss | ||||||||
| Cash |
| 17 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| May 31, 2025 | August 31, 2024 | |||||||
| Financial Liabilities | ||||||||
| Measured at amortized cost | ||||||||
| Amounts payables and accrued liabilities | $ | $ | ||||||
| Borrowings | ||||||||
| Measured at fair value through profit or loss | ||||||||
| Derivative financial instrument liabilities |
Cash and derivative warrant liabilities are classified as measured at fair value through profit and loss. Amounts receivable, amounts payable, and borrowings are classified as measured at amortized cost. The carrying value of the Company’s amounts receivable, amounts payable, and borrowings approximate their fair value due to the relatively short-term nature of these instruments.
Fair value estimates are made at a specific point in time based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy, giving the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs, are as follows:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| · | Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and |
| · | Level 3 – Inputs for assets or liabilities that are not based on observable market data. |
As at May 31, 2025 and August 31, 2024, cash was classified as Level 1 and derivative financial instruments (Note 12) were classified as Level 3 under the fair value hierarchy.
| 20. | Segmented information |
Operating segments
The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the operating results, assesses the performance and makes capital allocation decisions of the Company viewed as a single operating segment engaged in mineral exploration and development in Tanzania. All amounts disclosed in the interim condensed consolidated financial statements represent this single reporting segment. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and does not meet the definition of an operating segment as defined in IFRS 8, Operating Segments.
| 18 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
Geographic segments
The Company is in the business of mineral exploration and production in Tanzania. Information regarding the Company’s geographic locations are as follows:
| Three months ended May 31, | Nine months ended May 31, | |||||||||||||||
| Revenue | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Tanzania | $ | $ | $ | $ | ||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
During the three and nine months ended May 31, 2025, the Company generated
| Non-current assets | May 31, 2025 | August 31, 2024 | ||||||
| Canada | $ | $ | ||||||
| Tanzania | ||||||||
| Total non-current assets | $ | $ |
| 21. | Commitments and contingencies |
Commitments:
In order to maintain its existing mining and exploration licenses, the Company is required to pay annual license fees. As at May 31, 2025 and August 31, 2024, these licenses remained in good standing and the Company is up to date on its license payments.
Contingencies:
The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, no provisions for the settlement of outstanding litigation and potential claims have been accrued as at May 31, 2025 and August 31, 2024.
| 19 |
TRX Gold Corporation
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended May 31, 2025 and 2024
(Unaudited)
(Expressed in Thousands of US dollars, except for share and per share amounts)
| 22. | Non-cash items |
| Nine months ended May 31, | ||||||||
| 2025 | 2024 | |||||||
| Depreciation | $ | $ | ||||||
| Change in fair value of derivative financial instruments (Note 12) | ( | ) | ||||||
| Share-based compensation expense (Note 14) | ||||||||
| Accretion of provision for reclamation | ||||||||
| Deferred income tax expense (Note 8) | ||||||||
| Accretion of lease liabilities (Note 10) | ||||||||
| Deferred revenue (Note 9) | ||||||||
| Accretion of deferred revenue (Note 9) | ||||||||
| Foreign exchange losses | ||||||||
| Financing costs expensed (Note 5) | ||||||||
| VAT impaired | ||||||||
| Total non-cash items | $ | $ | ||||||
For the nine months ended May 31, 2025, a decrease in amounts payable and
accrued liabilities related to purchase of mineral property, plant and equipment was $
20