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.

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 IFRS Accounting Standards (“IFRS”) for annual financial statements and should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2025.

These interim condensed consolidated financial statements were approved by the Board of Directors of the Company on July 14 2026.

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 21. All amounts in these interim condensed consolidated financial statements are presented in United States dollars with all amounts rounded to the nearest thousands, 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.

The accounting policies, judgements, and estimates applied in these unaudited 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, 2025.

Future changes in accounting policies not yet effective in the current period

Presentation and Disclosure in Financial Statements (IFRS 18)

On April 9, 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements (“IFRS 18”) to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 introduces significant changes to the structure of a company’s income statement and transparency in the presentation of management's non-IFRS performance measures and less aggregation of items into large and single numbers. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

The Company will adopt the amendment on the date it becomes effective and based on the currently available information. The Company is currently evaluating the impact of the amendment on its consolidated financial statements prior to the effective date of January 1, 2027

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures. The amendments clarify the date of recognition and derecognition of financial assets and liabilities, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion, add new disclosures for financial instruments with contractual terms that can change cash flows, and update the disclosure for equity investments designated at FVOCI. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier adoption permitted.

The Company will apply the amendments in its financial statements beginning September 1, 2026.

The Company held no collateral for any receivables. During the three and nine months ended May 31, 2026, the Company recovered VAT refunds from the TRA of $nil and $0.3 million, respectively (2025 – $nil million and $1.8 million, respectively).

Taxation on income comprises current and deferred income tax. Current income tax is generally the expected tax payable on the taxable income for the year calculated using rates enacted or substantively enacted at the statements of financial position date in the countries where the Company’s subsidiaries operate and generate taxable income.

The corporate income tax rate in Tanzania remained unchanged from the prior year at 30%. Under Tanzanian tax legislation, a company may utilize tax loss carry forwards to offset up to 60% (2025 - 60%) of taxable income in a given year, with the remaining 40% (2025 - 40%) subject to income tax at the statutory rate of 30%. Accordingly, until tax loss carry forwards are fully utilized, Buckreef Gold Company Limited (“Buckreef”) is subject to an effective income tax rate of approximately 12% (2025 - 12%).

During the nine months ended May 31, 2026, Buckreef fully utilized its remaining Tanzanian tax loss carry forwards of approximately $1.9 million.

Deferred income tax is recognized using the liability method, based on temporary differences between consolidated financial statements carrying amounts of assets liabilities and their respective income tax bases. 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.

The components of income tax expenses are recorded as follows

As at May 31, 2026, the Company had current corporate income tax payable of approximately US$15.9 million relating to Buckreef's operations in Tanzania. The Company also had recoverable value added tax ("VAT") of approximately US$15.0 million.

The Tanzania Revenue Authority ("TRA") administers a tax offset program under which approved VAT refund claims may be applied against outstanding tax liabilities, including corporate income tax.

The Company intends to utilize this program to offset a portion of its recoverable VAT against its current income tax liability as eligible refund claims are approved by the TRA.

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 delivery, on a revolving basis for a one-year term.

On September 25, 2025, the Company amended the terms of the Auramet Gold Prepayment Facility to sell up to an aggregate amount of 1,500 ounces of gold for three months.

On January 26, 2026, the Company amended the terms of the Auramet Gold Prepayment Facility to sell up to an aggregate amount of $8.0 million of gold, on a revolving basis for a one-year term.

As at May 31, 2026, the Company had nil gold ounces outstanding under the Auramet Gold Prepayment Facility.

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 mobile and other equipment for use in Buckreef’s mining operations.

The carrying amounts of lease liabilities and movements during the period were:

The following amounts are recognized in the statement of income (loss) and comprehensive income (loss):

As at May 31, 2026, the Company had the following lease commitments:

As at May 31, 2026, the carrying value of right-of-use assets amounted to $3.5 million (August 31, 2025 - $4.2 million). Equipment under lease contracts are depreciated over their useful lives as the purchase prices at the end of the lease terms are immaterial.

During the first quarter 2026, the secured debt facility with Stanbic Bank Tanzania Limited (“Stanbic Facility”), which consists of a $5.0 million overdraft facility (Overdraft Facility”) to support working capital requirements and a $4.0 million vehicle and asset financing facility (“VAF facility”) for the purchase of machinery, equipment and vehicles was amended by reducing the $5.0 million overdraft facility to $4.0 million and increasing the VAF facility from $4.0 million to $5.0 million.

The Overdraft Facility bears interest on any outstanding drawings at the United States Federal Funds Target Rate Midpoint plus a margin within a range of 4.10% to 4.13% with a floor rate of 9.5%, payable on a monthly basis. The Overdraft Facility is repayable on demand with a maximum tenor of twelve months.

The VAF Facility bears interest on any outstanding drawings at the three-month Secured Overnight Financing Rate(“SOFR”) plus a margin within a range of 4.10% to 4.9% with a floor rate of 9.5%, payable on a monthly basis. Principal repayments on the VAF Facility is generally repayable equally over 36 months from the date of drawdown.

As of May 31, 2026, $nil of the Overdraft Facility was drawn, and $2.9 million of the VAF facility was drawn. The VAF facility is secured by the underlying asset.

During the three and nine months ended May 31, 2026, the Company recognized a loss on fair value remeasurement of derivative warrant liabilities of $nil and $30.5 million, respectively (2025 – loss of $0.2 million and a gain of $1.5 million, respectively), which has been recorded in the consolidated statements of income (loss).

During the period, derivative warrant liabilities were fully extinguished as a result of:

Upon exercise, the carrying value of the related derivative warrant liabilities was reclassified to share capital together with the cash proceeds received. Upon expiry, the carrying value of the derivative warrant liabilities was derecognized in accordance with the Company’s accounting policy in the consolidated statements of income (loss).

As at May 31, 2026, the Company had no outstanding derivative warrant liabilities (August 31, 2025 – $1.0 million).

For the nine months ended May 31, 2026 and corresponding periods ended May 31, 2025, all outstanding options to purchase shares of common stock and restricted share units were excluded from the respective computations of diluted loss per share, as the Company was in a net loss position, and all potentially dilutive instruments were anti-dilutive and therefore not included in the calculation of diluted net loss per share.

The Company’s authorized capital stock includes an unlimited number of common shares having no par value and preferred shares issuable in series (issued - nil). The Company does not currently pay dividends, and entitlement will only arise upon declaration.

For the three and nine months ended May 31, 2026, the Company issued 19,408 and 19,408 (2025 – nil and nil, respectively) common shares through an at the market offering, respectively for cash proceeds of $0.02 million.

As at May 31, 2026, there were 327,474,009 issued and outstanding shares (August 31, 2025 – 284,861,895).

The Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which was approved by the shareholders on August 16, 2019. The Omnibus Plan was subsequently updated and approved by the shareholders on February 27, 2025.

The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to take into account the long-term corporate performance of the Company.

The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”).

The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan. Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.

Share-based compensation expense including withholding tax paid for the three and nine months ended May 31, 2026 totaled $2.3 million and $4.5 million, respectively (May 31, 2025 – $0.5 million and $2.0 million, respectively).

For the three and nine months ended May 31, 2026, the Company issued 1,740,966 and 4,360,778 common shares, respectively (2025 – 782,758 and 2,692,686, respectively) relating to shares issued for services, contract share awards and exercise of RSUs. Upon issuance, $0.8 million and $2.0 million, respectively (2025 – $0.3 million and $1.1 million, respectively) was recognized in share capital for the three and nine months ended May 31, 2026.

As at May 31, 2026, the Company had 16,020,143 (August 31, 2025 – 6,742,580) share awards available for issuance under the Omnibus Equity Incentive Plan.

Canadian Dollars denominated stock options

Options to purchase common shares carry exercise prices and terms to maturity as follows:

US Dollars denominated stock options

Options to purchase common shares carry exercise prices and terms to maturity as follows:

For the three and nine months ended May 31, 2026, share-based compensation expense related to stock options totaled $0.2 million and $0.5 million, respectively (2025 – $0.1 million and $0.4 million, respectively).

During the nine months ended May 31, 2026, share-compensation reserves of $0.02 million related to vested stock options that expired unexercised were reclassified from share-based compensation reserves to contributed surplus.

The following table sets out activity with respect to outstanding RSUs:

For the three and nine months ended May 31, 2026, share-based payment expenses related to RSUs totaled $0.5 million and $1.2 million, respectively (2025 – $0.2 million and $1.3 million, respectively).

During the nine months ending May 31, 2026, a total of 34,652,309 warrants were exercised at a weighted average exercise price of $0.61 per warrant, resulting in cash proceeds of approximately $21.0 million and the Company paid broker fees of $1.4 million. Upon exercise, the related fair values previously recognized in the warrants reserve and derivative financial instrument liability were reclassified to share capital.

In addition, 1,538,461 warrants expired unexercised during the period. The associated amount recorded in the warrants reserve continued to be recognized in the Warrant Reserve within equity in accordance with the Company’s accounting policy.

As at May 31, 2026, the Company had no warrants outstanding (August 31, 2025 – 36,190,769). Following the expiry of the remaining unexercised warrants, the balance of the warrant reserve attributable to expired equity-classified warrants was reclassified to contributed surplus in accordance with the Company's accounting policy.

The changes to non-controlling interest are as follows: