UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549

Amendment No. 1
to
FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction or organization)

1040
(Primary Standard Industrial Classification Code Number)

91-1956240
(I.R.S. Employer Identification Number)

and

(Exact name of registrant as specified in its charter)

British Virgin Islands
(State or other jurisdiction or organization)

1040
(Primary Standard Industrial Classification Code Number)

not applicable
(I.R.S. Employer Identification Number)

Xtra-Gold Resources Corp.
360 Bay Street, Suite 301
Toronto, Ontario, Canada, M5H 2V6
416 366-4227
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Paul Zyla, President
Xtra-Gold Resources Corp.
360 Bay Street, Suite 301
Toronto, Ontario, Canada, M5H 2V6
416 366-4227
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

__________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective and at the effective time of the Continuation referred to herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [  ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an “X” in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) [  ]
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) [  ]

CALCULATION OF REGISTRATION FEE

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

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THE INFORMATION IN THIS PRELIMINARY PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT OFFER OR SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 17,SEPTEMBER 28, 2012.

__________

360 Bay Street, Suite 301
Toronto, Ontario, Canada, M5H 2V6

To the stockholders of Xtra-Gold Resources Corp.

This proxy statement/prospectus relates to a proposal to change the jurisdiction of incorporation of our company from Nevada to the British Virgin Islands (the“Continuation”). The Continuation will be accomplished through the adoption by our stockholders of certain resolutions and a plan of conversion (the“Plan of Conversion”) under Chapter 92A of the Nevada Revised Statutes (the“NRS”) which will authorize our company to complete the Continuation. If we complete the Continuation, our company will be continued under the BVI Business Companies Act, 2004 (the“BVI Act”)and will cease to be incorporated in Nevada and, as a result, will be governed by the BVI Act. If the Continuation is completed, our company would still be called Xtra-Gold Resources Corp. but it would be a British Virgins Islands company, which we sometimes refer to below and in in the remainder of this proxy statement/prospectus as “Xtra-Gold BVI”.

We are sending you this proxy statement/prospectus and related materials in connection with the solicitation of proxies by our Board of Directors for use at the special meeting of our stockholders to be held on [ • ],Friday, November 16, 2012. At the special meeting, our stockholders will be asked to consider and vote on the proposal regarding the Continuation. This proposal is discussed in greater detail in the remainder of this proxy statement/prospectus. We urge you to read carefully this proxy statement/prospectus and the documents incorporated by reference into it.

If the Continuation is completed, each holder of shares of our of common stock will be entitled to receive one Xtra-Gold BVI share for each share of our common stock he, she or it owns. Our Board of Directors has approved unanimously the Continuation and recommends unanimously that our stockholders vote “FOR” the proposal to approve the Continuation. We cannot complete the Continuation unless the holders of a majority of the votes cast at the special meeting approve the Continuation.

All of our stockholders are invited to attend the special meeting in person. Your vote is very important, regardless of the number of shares of our common stock you own. Whether or not you expect to attend the special meeting in person, please submit a proxy to vote your shares of our common stock as promptly as possible so that your shares of our common stock may be represented and voted at the special meeting by signing, dating and returning the enclosed proxy card, by calling the toll-free telephone number,fax, by e-mail, or by using the Internet as described in the instructions included with your proxy card.

The accompanying proxy statement/prospectus contains detailed information about the Continuation and the special meeting. You should read this proxy statement/prospectus carefully and in its entirety before voting, including the section entitled “Risk Factors” beginning on page 8.

By Order of the Board of Directors of Xtra-Gold Resources Corp.

“Paul Zyla”
Paul Zyla
President

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is adequate, accurate, truthful, or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [ • ],October 24, 2012, and is first being mailed to stockholders on or about [ • ],October 25, 2012.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Our Board of Directors recommends unanimously that our stockholders vote “FOR” the proposal to approve the Continuation and “FOR” the proposal to adjourn or postpone the special meeting, if necessary to solicit additional proxies.

YOUR VOTE IS IMPORTANT

If you receive a copy of the proxy card by mail, we urge you to date, sign, and promptly return the enclosed form of proxy in the enclosed envelope, to which no postage need be affixed if mailed in the United States. You may also authorize the individuals named on your proxy card to vote shares by calling the toll-free telephone numberfax, by e-mail or by using the Internet as described in the instructions included with your card. Voting your shares of our common stock over the Internet, via the toll-free telephone numberfax, via e-mail or by mailing a proxy card will not limit your right to vote in person or attend the special meeting. You are invited to attend the special meeting. If you attend, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy. Please note, however, if your shares of our common stock are held of record by a broker, bank, or other nominee and you wish to vote at the special meeting, you must obtain from the record holder a proxy issued in your name.

Toronto, Ontario, Canada
[ • ],October 24, 2012

ADDITIONALINFORMATION

This proxy statement/prospectus references important business and financial information about our company that is not included in or delivered with this proxy statement/prospectus. Stockholders of our company may obtain copies of this information (excluding all exhibits), which are referred to or incorporated by reference in this proxy statement/prospectus, when available, free of cost, by directing a written or oral request to our company at 360 Bay Street, Suite 301, Toronto, Ontario, M5H 2V6, Canada, telephone 416-366-4227, Attention: Paul Zyla, President.

If you would like to request documents, to ensure timely delivery, you must do so at least five business days before the date of the special meeting.This means you must request this information no later than [ • ],November 9, 2012.We will mail properly requested documents to requesting stockholders by first class mail, or another equally prompt means, within one business day after receipt of such request.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [ • ],October 24, 2012. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date, except to the extent that such information is contained in an additional document filed with the SEC under section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), between the date of this proxy statement/prospectus and the date of the special meeting and is incorporated into this proxy statement/prospectus by reference. Neither the mailing of this proxy statement/prospectus to our stockholders nor the issuance by Xtra-Gold BVI of the shares in connection with the Continuation will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Available Information” beginning on page 144149 of this proxy statement/prospectus.

In this document references to “Xtra-Gold Nevada”, “we,” “us” and “our” refer to Xtra-Gold Resources Corp., a Nevada corporation, and our subsidiaries, and references to “Xtra-Gold BVI” refer to Xtra-Gold Resources Corp., a British Virgins Islands company. In this document the symbol “CAD$” refers to Canadian dollars and the symbol “$” refers to United States Dollars.

TABLE OF CONTENTS

QUESTIONS ANDANSWERS

Following are brief answers to certain questions that you may have regarding the proposal being considered at the special meeting of our stockholders. We urge you to read carefully this entire proxy statement/prospectus, including the appendices, and the other documents to which this proxy statement/prospectus refers or incorporates by reference, because this section does not provide all of the information that might be important to you.

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PART I

SUMMARY

THIS SUMMARY PROVIDES AN OVERVIEW OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER. YOU SHOULD READ THE MORE DETAILED INFORMATION SET FORTH IN THIS DOCUMENT AND THE DOCUMENTS TO WHICH WE REFER YOU. WE HAVE INCLUDED PAGE REFERENCES TO DIRECT YOU TO MORE COMPLETE DESCRIPTIONS OF THE TOPICS PRESENTED IN THIS SUMMARY.

Description of Business (page 57)

Xtra-Gold Nevada is engaged in the exploration of gold properties exclusively in Ghana, West Africa in the search for mineral deposits or 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 office is located at 360 Bay Street, Suite 301, Toronto, Ontario, M5H 2V6, Canada, and our telephone number is 416 366-4227. For additional information regarding Xtra-Gold Nevada, see the section entitled “Description of Business” beginning on page 57.

The Special Meeting (page 53)

We will hold our special meeting of stockholders at the Ontario Bar Association, 20 Toronto Street, 2^nd Floor, Conference Rooms C and D, Toronto, Ontario, M5C 2B8, Canada on the [ • ]16^th day of [ • ],November, 2012 at [ • ],10:00 a.m., local time. At this meeting, our stockholders will be asked to:

• approve the Continuation,

• approve any motion to adjourn or postpone the meeting to solicit additional proxies; and

• consider such other business as may properly come before the special meeting or any adjournment or postponement thereof.

You can vote at the special meeting only if you owned shares of Xtra-Gold Nevada common stock at the close of business on [ • ],October 10, 2012 which is the record date for that meeting.

The holders of a majority of the shares of Xtra-Gold Nevada common stock outstanding and entitled to vote at the special meeting must vote in favor of the Continuation for its approval.

The holders of a majority of the shares of Xtra-Gold Nevada common stock outstanding, represented and entitled to vote at the special meeting, whether or not a quorum is present, must vote in favor of the proposal to approve any motion to adjourn or postpone the special meeting to another time or place, if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the proposal, for the Continuation to be approved and adopted.

As of [ • ],October 10, 2012, which is the record date for the special meeting, the directors and executive officers of Xtra-Gold Nevada held and are entitled to vote, in the aggregate, shares of our common stock representing approximately 7.84% of the outstanding shares of Xtra-Gold Nevada common stock.

Background to the Continuation (page 18)

We are currently incorporated under the corporate laws of Nevada. We are proposing to change our governing jurisdiction from the State of Nevada to the British Virgin Islands (the“BVI”) under the BVI Act through a process known as a continuation under applicable corporate law. A continuation is a process by which a corporation which is not incorporated under the laws of the BVI may change its governing jurisdiction to the BVI. Under the BVI Act, if the laws of its home jurisdiction allow for it, a company may be “continued” as a BVI company by making an application with the Registrar of Corporate Affairs under the BVI Act. To give effect to the Continuation, our Board of Directors has adopted a Plan of Conversion under Chapter 92A of the NRS and has recommended that our stockholders approve and adopt this Plan of Conversion. After the completion of the Continuation, Xtra-Gold Nevada will be a BVI company governed by the BVI Act. We will continue to conduct the business in which we are currently engaged.

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The Continuation will have the effect of changing our domicile from Nevada to the BVI. The Plan of Conversion is attached hereto as Appendix A and the forms of the memorandum of association and articles of association (the“Memorandum and Articles”) to be adopted by Xtra-Gold BVI are attached thereto as Exhibit B.

The Continuation will not result in any material effect on our operations. The business and operations of Xtra-Gold BVI following the Continuation will be identical in most respects to our current business, except that we will no longer be subject to the corporate laws of the State of Nevada but will be subject to the BVI Act. Xtra-Gold BVI will be liable for all the debts and obligations of Xtra-Gold Nevada, and the officers and directors of Xtra-Gold Nevada will be the officers and directors of Xtra-Gold BVI.

Reasons for the Change in Domicile; Risks related to the Continuation (page 19; page 8)

Given that none of our operations or material assets are located in the State of Nevada, we believe that the Continuation to an international jurisdiction such as the BVI will more accurately reflect our international operations, which are primarily conducted in West Africa. The BVI has enjoyed a long history of political and economic stability and is considered to be a well-developed international business and financial centre. 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. Generally, all dividends, royalties, interest, fees and management fees paid or deemed to be paid by a company to a person resident outside the BVI are exempt from tax and no amount is required to be withheld under the jurisdiction’s legislation. A company incorporated under the BVI Act is not liable for any tax in the BVI on the transfer of any securities or assets of the company. However, we will continue to be treated as a U.S. domestic corporation for United States tax purposes after the Continuation, subject to tax on our worldwide income, and amounts paid by us will be subject to U.S. tax withholding and reporting rules, as applicable. Stockholders are urged to review the discussion under “Material United States Federal Tax Consequences” commencing on page 25.

Factors such as possible adverse tax consequences relating to our shares of common stock following the Continuation may affect your interest in owning Xtra-Gold BVI shares. In evaluating the merits of the proposed Continuation, you should carefully consider the risk factors and the other information included in this proxy statement/prospectus, including without limitation, the information under the caption “Risk Factors commencing on page 8.”

Recommendation of the Board of Directors (page 22)

The Xtra-Gold Nevada Board of Directors determined unanimously that the Continuation is advisable and in the best interests of Xtra-Gold Nevada and its stockholders, and approved the Continuation.Our Board of Directors recommends unanimously that our stockholders vote “FOR” the proposal to approve the Continuation.

Accounting Treatment (page 52)

For United States accounting purposes, the Continuation of our company from a Nevada corporation to a BVI company represents a non-substantive exchange to be accounted for in a manner consistent with a transaction between entities under common control. All assets, liabilities, revenues and expenses will be reflected in the accounts of Xtra-Gold BVI based on existing carrying values at the date of the exchange. The historical comparative figures of Xtra-Gold BVI will be those of Xtra-Gold Nevada.

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Dissenters’ Rights (page 23)

Under the NRS, you are entitled to dissent from the proposed Continuation and, as a dissenter, to tender your shares of common stock and receive the fair value, in cash, for your tendered shares of our common stock.

Market for Common Equity and Related Stockholder Matters (page 123)128)

The Continuation will have no impact on the trading market for our common stock. After the Continuation, our shares of common stock will continue to be traded on the Toronto Stock Exchange (the “TSX”) under the symbol XTG and quoted on the OTC Bulletin Board under the symbol XTGR.

Comparative Rights of Stockholders (page 33)

You will continue to hold the same shares you now hold following the Continuation of our company to the BVI. However, the rights of stockholders under Nevada law differ in certain substantive ways from the rights of stockholders under the BVI Act. Please see “Comparative Rights of Stockholders” on page 33 of this proxy statement/prospectus for a detailed comparison of the rights of stockholders under the NRS and the BVI Act.

Authorized Capital Following Continuation (page 20)

The Memorandum and Articles of Xtra-Gold BVI will provide that Xtra-Gold BVI will be authorized to issue an unlimited number of shares, without par value. Xtra-Gold Nevada’s articles of incorporation presently provide that our authorized capital is 250,000,000 shares of common stock, with a par value of $0.001 per share. Accordingly, there will be an increase in the shares that Xtra-Gold BVI will be authorized to issue as a result of the Continuation.

Reporting Obligations under Securities Laws (page 21)

We currently prepare our financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). We file our audited annual financial statements with the SEC on Annual Reports on Form 10-K and our unaudited interim financial statements with the SEC on Quarterly Reports on Form 10-Q. We also file Current Reports on Form 8-K to report material information in accordance with SEC rules. Inasmuch as we are not registered under Section 12(g) of the Exchange Act, we are not subject to the SEC’s proxy rules and our officers, directors and principal stockholders are not required to file ownership reports under Section 16(a) of the Exchange Act, and those persons are not subject to the short-swing profit rules of Section 16(b) of the Exchange Act.

Upon completion of the Continuation, we anticipate that we will meet the definition of a “foreign private issuer” in the United States under the Exchange Act. As a reporting foreign private issuer, we anticipate that we will file an Annual Report on Form 20-F (a“Form 20-F Annual Report”) each year with the SEC. We anticipate that the Form 20-F Annual Report will include financial statements prepared in accordance with U.S. GAAP. We will not be required to file interim quarterly reports on Form 10-Q, however we will be required to furnish to the SEC under cover of Form 6-K, our interim financial statements and management discussion and analysis (“MD&A”) that we prepare as a reporting issuer under Canadian securities legislation. Our interim financial statements will be prepared in accordance with U.S. GAAP similar to our current Quarterly Reports on Form 10-Q, which also include interim financial statements prepared in accordance with U.S. GAAP. We may adopt in the future International Financial Reporting Standards accounting rules adopted by the SEC.

In addition, as a foreign private issuer, our directors, officers and 10% stockholders will not be subject to the insider reporting requirements of Section 16(a) of the Exchange Act or the “short swing” profit rules of Section 16(b) of the Exchange Act; and we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to Xtra-Gold BVI upon completion of the Continuation and election of foreign private issuer status.

Additionally, we are a reporting issuer in the provinces of British Columbia, Alberta and Ontario, Canada. Whether or not we continue to the BVI, we will remain subject to Canadian disclosure requirements including publishing news releases, filing information about major changes for Xtra-Gold BVI, filing annual and quarterly financial statements and MD&A, and filing reports in connection with changes in outstanding and reserved securities. Additionally, insider reports are required to be filed in Canada via SEDI (System for Electronic Disclosure by Insiders) in connection with transactions regarding trading in our shares or acquisitions and dispositions of other issued or granted company securities by our officers, directors and significant stockholders holding more than 10% of the voting rights attached to our company’s outstanding voting securities.

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Material Tax Consequences of the Continuation

The following is a brief summary of our management’s understanding of the material tax consequences the Continuation will have for our stockholders. The following information has been reviewed by our management and is believed by our management to be accurate. However, our stockholders should consult their own tax advisers with respect to tax implications of the Continuation on their particular circumstances. A more detailed summary of the factors affecting the tax consequences for our stockholders is set out under “Material United States Federal Tax Consequences”, “Certain Canadian Federal Income Tax Consequences” and “Material BVI Income Tax Consequences” commencing on pages 25 and 31 of this proxy statement/prospectus.

Material United States Federal Tax Consequences (Page 25)

The Continuation from Nevada to BVI will likely result 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. We believe that these conditions will be met as a result of the Continuation.

Thus, even though following the Continuation, we will be registered under the laws of BVI and treated as a BVI company for corporate law and BVI tax purposes, we will be treated 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.

The Continuation should be treated as a tax-free reorganization pursuant to Section 368(a)(1)(F) of the Code, and should therefore not be taxable to us. Moreover, U.S. Holders (as defined hereinafter) and Non-U.S. Holders (as defined hereinafter) should not recognize gain or loss on their shares of common stock as a result of the Continuation. Accordingly, such stockholders’ tax bases in and holding periods for their shares of common stock after the Continuation will be the same as their tax bases in and holding periods for the shares of common stock before the Continuation.Our company and our stockholders may be required to report certain information to the Internal Revenue Service (“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.

For a more complete discussion of the United States income tax consequences, please see “Material United States Federal Tax Consequences” on page 25 of this proxy statement/prospectus.

Material BVI Income Tax Consequences(Page 31)

We should not incur any liability for BVI income tax on Continuation. We will become a resident of the BVI as a result of the Continuation and possibly subject to BVI tax in certain limited circumstances.

No stockholder should incur any liability for BVI income tax or any other taxes on the Continuation, regardless of the stockholder’s fiscal residence. For a more detailed summary of the BVI tax consequences, please see “Material BVI Income Tax Consequences” beginning on page 31 of this proxy statement/prospectus.

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Certain Canadian Income Tax Consequences(Page 31)

No disposition of the shares of common stock of Xtra-Gold Nevada 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.

RISK FACTORS

In addition to the other information in this proxy statement/prospectus or incorporated in this proxy statement/prospectus by reference, including the matters addressed under “Cautionary Statements Regarding Forward-Looking Information,” you should consider carefully the following factors before deciding how to vote.

Risks relatedRelated to the Continuation

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

The Continuation of our company from Nevada to the BVI is 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.

If, as is likely, Section 7874(b) of the Code were towill apply to the migration of our company from Nevada to the BVI, it would causecausing Xtra-Gold BVI to be subject to United States federal income taxation on its worldwide income. Section 7874(b) of the Code will apply to the Xtra-Gold migration unlessincome because Xtra-Gold BVI hasdoes 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 stockholders reside outside of the BVI and historically most of our funds have been raised outside of the BVI. Accordingly, we believe that Xtra-Gold BVI 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 Xtra-Gold Nevada for shares of Xtra-Gold BVI 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 Act, the number of stockholder 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, stockholder 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 stockholders 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 stockholders meetings is only two individuals present in person, each of whom is a stockholder or a proxyholder entitled to vote at a meeting.

As a result of the Continuation, the Memorandum and Articles of Xtra-Gold BVI will require us to maintain a Board of Directors of not less than three directors.

The Memorandum and Articles of of Xtra-Gold BVI will require us to maintain a minimum of three directors on our Board of Directors. This contrasts to Nevada law which does not impose any director requirement beyond having at least one director. We will meet this requirement if we complete the Continuation assuming the current constitution of our Board of Directors. However, in the future, we will have to ensure that we at all times have at least three directors, notwithstanding the resignation or death of any director or our inability to identify new directors.

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

Pursuant to the Memorandum and Articles of Xtra-Gold BVI, our stockholders 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 stockholders 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 stockholders 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 shares may be volatile. In addition, demand in the United States for our shares may be decreased by the change in domicile.

The market price of our 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 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 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 shares. The change in domicile may decrease the demand for our shares in the United States. The decrease may not be offset by increased demand for our shares in the BVI.

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. If we elect “foreign private issuer” status following our Continuation into the BVI, our reporting obligations under U.S. securities laws will be more limited than if we 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 stockholders 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 will qualify as a foreign private issuer under U.S. securities laws and we intend to elect 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 will not be 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 and, in accordance with SEC rules, post copies of such reports on our website;

• We will not be required to file current reports on Form 8-K; although we will be 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;

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• Our officers, directors and principal stockholders will not be 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 will not be subject to the SEC’s proxy rules; and

• We will not be 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.

Risks Associated with 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 current business plan.

If our company does not obtain new financings, commencing from 2012, the amount of funds available to our company to pursue any further exploration activities at our projects will 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 2012,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 2012 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 2012, 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 June 30, 2012, our company had an accumulated deficit during the exploration stage of $22,102,936. It is anticipated that our company will continue to experience operating losses for fiscal 2012 and 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.

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Our company’s projects are in the exploration stage and may not result in the discovery of commercial bodies of mineralization which 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 project. 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 project 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 standards that may delay or prevent operations at our projects and can adversely affect our company’s operating costs, the timing of the our 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, BVI 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;

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• labor standards and occupational health and safety, including mine safety;

• historic and cultural preservation; and

• generally accepted accounting principles.

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 increase our company’s costs of doing business 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.

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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 $220,000, as to $150,000 for our Kwabeng project and $70,000 for our Pameng project, as 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.

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. Our company maintains most of its working capital in United States dollars. Our company converts its United States 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.

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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 more costly than anticipated.

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

The recent credit crisis and related instability in the global financial system, although somewhat abated, 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-Gold Mining Limited (“XG Mining”), 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 of operations in future periods could be adversely impacted.

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’s exploration 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.

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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 recently 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.

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.

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It may be difficult for our stockholders 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 stockholders.

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 stockholders 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 proxy statement/prospectus that are not residents of the United States.

Risks Relating to our Common Stock

Broker-dealers may be discouraged from effecting transactions in our common stock 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 stock has 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 shares of common stock, which could severely limit the market liquidity of the shares of our common stock and impede the sale of our shares of common stock in the secondary market.

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

The market price of our shares of common stock may be highly volatile and possibly illiquid. Our stockholders may not be able to resell their shares of our common stock 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 shares of our common stock;

• 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 shares of our common stock is limited.

There is currently only a limited trading market for shares of our common stock. Shares of our common stock trade on the OTC Bulletin Board under the symbol “XTGR” 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 TSX under the trading symbol “XTG”. The market for our securities on the TSX only commenced in November 2010 and, to date, trading has been limited. There is no assurance that the market for shares of our common stock on the OTC Bulletin Board or TSX will develop into active trading markets.

In connection with future stock offerings, the value of our company’s shares of common stock may become diluted as more shares of our common stock isare issued and outstanding.

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

We have never paid cash dividends on shares of our common stock.

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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, 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 proxy statement/prospectus, 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.

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The following, in addition to the factors described elsewhere in this proxy statement/prospectus 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 proxy statement/prospectus or to reflect unanticipated events that may occur. These forward-looking statements speak only as of the date of this proxy statement/prospectus and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

THE CONTINUATION

Background to the Continuation

Our Board of Directors has determined that it is advisable for our company to continue from Nevada to the BVI. Our management has determined that the Continuation will be the most effective means of achieving the desired change of domicile. Nevada corporate law allows a corporation that is incorporated under Nevada law to convert into a foreign entity pursuant to a conversion approved by the stockholders Xtra-Gold Nevada.

Assuming the proposal is approved at the special meeting, following the special meeting, articles of conversion will be filed with the Secretary of State of Nevada. An application to continue will also be filed with the Registrar of Corporate Affairs in the BVI. Upon the filing and subsequent receipt of a certificate of continuation from the Registrar of Corporate Affairs in the BVI, we will be continued as a BVI company and will be governed by the laws of the BVI.

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The assets and liabilities of the Xtra-Gold BVI immediately after the Continuation will be identical to the assets and liabilities of Xtra-Gold Nevada immediately before the Continuation. The current officers and directors of Xtra-Gold Nevada will be the officers and directors of Xtra-Gold BVI. The change of domicile will not result in any material change to our business and will not have any effect on the relative equity or voting interests of our stockholders. At the effectiveness of the Continuation, each previously issued and outstanding share of Xtra-Gold Nevada common stock will become one share of Xtra-Gold BVI.

The change in domicile will, however, result in changes in the rights and obligations of current stockholders under applicable corporate laws. For an explanation of these differences see “Comparative Rights of Stockholders” on page 33 of this proxy statement/prospectus. In addition, the Continuation may have material tax consequences to our stockholders which may or may not be adverse to any particular stockholders depending on the stockholder’s particular circumstances. For a more detailed explanation of the tax consequences, see “Material United States Federal Tax Consequences” commencing on page 25 and “Certain Canadian Income Tax Consequences” commencing on page 31 of this proxy statement/prospectus.

Pursuant to NRS 92A.105, our Board of Directors has adopted the Plan of Conversion, and recommends that our stockholders approve the Continuation at the special meeting.

Reasons for the Change in Domicile

Given that none of our operations or material assets are located in Nevada, we believe that the Continuation to an international jurisdiction such as the BVI will more accurately reflect our international operations, which are primarily conducted in West Africa.

The BVI has enjoyed a long history of political and economic stability and is considered to be a well-developed international business and financial centre. 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. Generally, all dividends, royalties, interest, fees and management fees paid or deemed to be paid by a company to a person resident outside the BVI are exempt from tax and no amount is required to be withheld under the jurisdiction’s legislation. A company incorporated under the BVI Act is not liable for any tax in the BVI on the transfer of any securities or assets of the company. However, our company will continue to be treated as a U.S. domestic corporation for United States tax purposes after the Continuation, subject to tax on our worldwide income, and amounts paid by us will be subject to U.S. tax withholding and reporting rules (as applicable). Our stockholders are urged to review the discussion under “Material United States Federal Tax Consequences” beginning on page 25.

Effect of the Continuation

We are currently governed by the NRS. The NRS allows a corporation that is incorporated under the NRS to convert into a foreign entity pursuant to a plan of conversion approved by the stockholders of such corporation. Pursuant to the proposed Continuation, subject to stockholders’ approval at the special meeting, the articles of conversion will be filed with the Secretary of State of the State of Nevada. An application to continue which includes the proposed Memorandum and Articles for Xtra-Gold BVI will also be filed with the Registrar of Corporate Affairs in the BVI.

Upon the issuance of a certificate of continuation under the BVI Act, the Continuation will become effective and we will become subject to the BVI Act, as if our company had been incorporated under the BVI Act, and the Memorandum and Articles filed as part of the Continuation will be deemed to be the constitutional documents of our company. A copy of the form of our Memorandum and Articles are set forth as Exhibit B in the Plan of Conversion which is attached as Appendix A to this proxy statement/prospectus. The form of our Memorandum and Articles may be amended and is subject to the approval of our shareholders.

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The BVI Act provides that when a company continues under the BVI Act:

Charter Documents Following the Continuation

Upon completion of the Continuation, our charter documents will be comprised of our Memorandum and Articles, in the forms set forth as Exhibit B to the Plan of Conversion which is attached as Appendix A to this proxy statement/prospectus.

Authorized Capital Following Continuation

The Memorandum and Articles of Xtra-Gold BVI will provide that Xtra-Gold BVI will be authorized to issue an unlimited number of shares without par value. Xtra-Gold Nevada’s articles of incorporation presently provide that our authorized capital is 250,000,000 shares of common stock. Accordingly, the Board of Directors of Xtra-Gold BVI will have significantly more discretion with respect to the issuance of our shares as a result of the Continuation. The terms of the shares of Xtra-Gold BVI following the Continuation will be substantially equivalent to the terms of the Xtra-Gold Nevada shares of common stock immediately before the Continuation, except that following the Continuation, the Xtra-Gold BVI shares will be subject to redemption, purchase and acquisition by us only with the written consent of the holder of such shares. Because the Continuation results in an increased number of authorized but unissued shares, it may be construed as having an anti-takeover effect. Although the Continuation is not being undertaken by our Board of Directors for this purpose, in the future our Board of Directors could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued shares to frustrate persons seeking to take over or otherwise gain control of our company by, for example, privately placing shares with purchasers who might side with our Board of Directors in opposing a hostile takeover bid. Shares could also be issued to a holder that would thereafter have sufficient voting power to assure that any proposal to amend Xtra-Gold BVI’s Memorandum and Articles or certain provisions thereof would not receive the requisite vote. Such uses of our shares could render more difficult, or discourage, an attempt to acquire control of our company if such transactions were opposed by our Board of Directors. An indirect result of the anti-takeover effect of the Continuation could possibly deny our shareholders the opportunity to obtain any advantages of a hostile takeover, including, but not limited to, receiving a premium to the then current market price of our shares, if the same was so offered by a party attempting a hostile takeover of our company. We are not aware of any party’s interest in or efforts to engage in a hostile takeover attempt as of the date of this proxy statement/ prospectus.

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Reporting Obligations under Securities Laws

The Continuation will not affect our status as a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta or Ontario, or in the United States, and we will remain subject to the requirements of the securities legislation of such jurisdictions.

We presently prepare our financial statements in accordance with U.S. GAAP. We file our audited annual financial statements with the SEC on Annual Reports on Form 10-K and our unaudited interim financial statements with the SEC on Quarterly Reports on Form 10-Q. Upon completion of the Continuation, we anticipate that we will meet the definition of a “foreign private issuer” in the United States under the Exchange Act. As a reporting foreign private issuer, we anticipate that we will file a Form 20-F Annual Report each year with the SEC. The Form 20-F Annual Report will include financial statements prepared in accordance with U.S. GAAP. We will not be required to file interim quarterly reports on Form 10-Q, however we will be required to file our interim financial statements and MD&A that we prepare as a reporting issuer under Canadian securities legislation with the SEC on SEC Form 6-K. Our interim financial statements will also be prepared in accordance with U.S. GAAP similar to our current Quarterly Reports on Form 10-Q which include interim financial statements prepared in accordance with U.S. GAAP.

In addition, as a foreign private issuer, our directors, officers and 10% stockholders will not be subject to the insider reporting requirements of Section 16(a) of the Exchange Act or “short swing” profit liability under Section 16(b) of the Exchange Act, and we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to us upon completion of the Continuation.

We are a reporting issuer in the provinces of British Columbia, Alberta and Ontario, Canada. Whether or not we continue to the BVI, we will remain subject to Canadian disclosure requirements including publishing news releases, filing information about major changes for our company, filing annual and quarterly financial statements and MD&A, and filing reports in connection with changes in outstanding and reserved securities. Additionally, insider reports are required to be filed in Canada via SEDI in connection with transactions regarding trading in our shares of common stock or acquisitions and dispositions of other issued or granted company securities by our officers, directors and significant stockholders holding more than 10% of the voting rights attached to our outstanding voting securities.

Effective Time of the Continuation

Subject to the approval of the Continuation at the special meeting, the Continuation will become effective upon:

• the delivery and filing of articles of conversion to the Nevada Secretary of State in accordance with NRS 92A.205; and

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• the issuance of a certificate of continuation by the Registrar of Corporate Affairs under the BVI Act in accordance with the BVI Act.

We anticipate that our articles of conversion will be filed and our application to continue will be made promptly after the special meeting.

Conditions to the Consummation of the Continuation

The only material consent, approval or authorization of or filing with any governmental entity required to consummate the Continuation are the approval of our stockholders at the special meeting in accordance with Nevada corporate law. Upon the receipt of such approval, we will then file the articles of conversion with the Nevada Secretary of State and the application to continue with the Registrar of Corporate Affairs under the BVI Act.

Exchange of Stock Certificates

No exchange of certificates that, before the Continuation, represented shares of our common stock is required with respect to the Continuation and the transactions contemplated by it. Promptly after the effective time of the Continuation, we shall mail to each record holder of our shares of common stock immediately before the effective time of the Continuation, a letter of transmittal and instructions for use in surrendering those certificates. Upon the surrender of each certificate formerly representing shares of Xtra-Gold Nevada common stock, together with a properly completed letter of transmittal, we shall issue in exchange a share certificate of Xtra-Gold BVI, and the stock certificate representing shares of common stock of Xtra-Gold Nevada shall be cancelled. Until so surrendered and exchanged, each Xtra-Gold Nevada stock certificate shall represent solely the right to receive shares of Xtra-Gold BVI.

Warrants and Stock Options

As of the effective time of the Continuation, all warrants and options to purchase shares of common stock of Xtra-Gold Nevada granted or issued before the effective time of the Continuation will remain warrants and options to purchase shares of Xtra-Gold BVI.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE CONTINUATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS AND RECOMMENDS THAT OUR STOCKHOLDERS APPROVE THE CONTINUATION AT THE SPECIAL MEETING.

In reaching its decision, our Board of Directors reviewed the fairness to our company and our stockholders of the proposed Continuation and considered, without assigning relative weights to, the following factors:

• the majority of our directors and executive officers are resident outside of the United States and our principal executive offices are currently located outside of the United States;

• the belief that there will be minimal United States tax consequences of the proposed Continuation;

• the belief that the proposed Continuation may gain our company access to a larger capital market; and

• our stockholders have an opportunity to vote on the proposed Continuation at the special meeting.

Without relying on any single factor listed above more than any other factor, but rather based upon their consideration of all such factors taken as a whole, our Board of Directors have concluded that the Continuation proposal is fair to our company and our stockholders.ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS TO OUR STOCKHOLDERS THAT THEY VOTE “FOR” THE PROPOSED CONTINUATION AT THE SPECIAL MEETING.

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DISSENTERS’ RIGHTS

We are subject to the provisions of the NRS. Under Section 92A.120 of the NRS, the approval of the board of directors of a company and the affirmative vote of the holders of at least a majority of its voting power is required to approve and adopt a plan of conversion. Our Board of Directors has approved and adopted the Plan of Conversion by unanimous written consent, and our stockholders have been asked to consider and vote upon the Continuation at the special meeting. If the Continuation is approved, eligible holders of our shares of common stock that follow the procedures summarized below may be entitled to dissenters’ rights under Sections 92A.300 to 92A.500 of the NRS.

The following is a discussion of the material provisions of the law pertaining to dissenters’ rights as set forth in NRS Sections 92A.300 to 92A.500, a copy of which is attached hereto as Appendix B, which should be read in its entirety. Beneficial stockholders must act promptly to cause the stockholder of record to follow the steps summarized below to properly, and in a timely manner, perfect their dissenters’ rights. Failure to properly demand and perfect dissenters’ rights in accordance with NRS Sections 92A.300 to 92A.500 will result in the loss of dissenters’ rights.

Eligible stockholders who wish to assert dissenters’ rights must not vote for the Continuation and must follow the steps set forth in the dissenters’ notice described below.

If the Continuation is authorized by our stockholders at the special meeting, we will send a written dissenters’ notice within 10 days after the effective date of the Continuation to all eligible stockholders who did not vote “FOR” the Continuation and who, before the vote was taken, gave written notice of their intent to demand payment for their shares of our common stock.

The notice will:

• state where the demand for payment must be sent and where and when stock certificates are to be deposited;

• inform the holders of shares of our common stock not represented by certificates to what extent the transfer of shares of our common stock will be restricted after the demand for payment is received;

• supply a form for demanding payment;

• set a date by which we must receive the demand for payment, which may not be less than 30 or more than 60 days after the date the notice is delivered; and

• be accompanied by a copy of NRS Sections 92A.300 through 92A.500.

An eligible stockholder to whom a dissenters’ notice is sent must, by the date set forth in the dissenters’ notice:

• demand payment;

• certify whether he or she acquired beneficial ownership of the shares of our common stock before the date required to be set forth in the dissenters’ notice for this certification; and

• deposit his or her certificates in accordance with the terms of the dissenters’ notice.

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Eligible stockholders who do not demand payment or deposit their certificates where required, each by the date set forth in the dissenters’ notice, will not be entitled to demand payment for their shares of our common stock under the NRS governing dissenters’ rights.

Within 30 days after receipt of a valid demand for payment, we will pay each dissenter who complied with the procedures described by the Nevada dissenters’ rights statute the amount we have estimated to be the fair value of the shares of our common stock, plus accrued interest. The payment will be accompanied by:

• our balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that fiscal year, a statement of changes in stockholders’ equity for that fiscal year and the latest available interim financial statements, if any;

• a statement of our estimate of the fair value of the shares of our common stock;

• an explanation of how the interest was calculated;

• a statement of dissenters’ rights to demand payment under NRS Section 92A.480; and

• a copy of NRS Sections 92A.300 through 92A.500.

An eligible dissenter may notify us in writing of the dissenter’s own estimate of the fair value of the shares of our common stock and interest due, and demand payment based upon his or her estimate, less our estimated fair value payment, or reject the offer for payment made by us and demand payment of the fair value of the dissenter’s shares of our common stock and interest due if the dissenter believes that the amount paid or offered is less than the fair value of the dissenter’s shares of our common stock or that the interest due is incorrectly calculated. A dissenter waives his right to demand such payment unless the dissenter notifies us of his demand in writing within 30 days after we have made or offered payment for the dissenter’s shares of our common stock.

If a demand for payment remains unsettled, we will commence a proceeding within 60 days after receiving the demand for payment and petition the Nevada Court to determine the fair value of the shares of our common stock and accrued interest. If we do not commence the proceeding within the 60-day period, we will be required to pay each dissenter whose demand remains unsettled the amount demanded.

Each dissenter who is made a party to the proceeding is entitled to a judgment:

• for the amount, if any, by which the Nevada Court finds the fair value of the dissenter’s shares of our common stock, plus interest, exceeds the amount paid by us; or

• for the fair value, plus accrued interest, of the dissenter��sdissenter’s after-acquired shares for which we elected to withhold payment pursuant to Nevada law.

Under Nevada law, the fair value of a dissenter’s shares of stock means the value of the shares of our common stock immediately before the consummation of the Continuation, excluding any increase or decrease in value in anticipation of the Continuation unless excluding such increase or decrease is inequitable, and without discounting for lack of marketability or minority status. The value determined by the Nevada Court for a dissenter’s shares of our common stock could be more than, less than, or the same as the consideration we offer pursuant to the dissenters’ notice, but the form of consideration payable as a result of the dissent proceeding would be cash. The Nevada Court may, but it is not required, to appoint one or more appraisers to assist the Nevada Court in determining the fair market value of the shares of our common stock. Accordingly, no stockholder has a right to compel an appraisal of the shares of our common stock.

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The Nevada Court will determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the Nevada Court. The Nevada Court will assess the costs against us, except that the court may assess costs against all or some of the dissenters, in the amounts the Nevada Court finds equitable, to the extent that the Nevada Court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment. The Nevada Court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable:

• against us in favor of all dissenters if the Nevada Court finds that we did not substantially comply with the Nevada dissenters’ rights statute; or

• against either us or a dissenter in favor of any other party, if the Nevada Court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the dissenters’ rights provided under the Nevada dissenters’ rights statute.

If the Nevada Court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against us, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

The foregoing summary of the material rights of eligible dissenting stockholders does not purport to be a complete statement of such rights and the procedures to be followed by stockholders desiring to exercise any available dissenters’ rights. The preservation and exercise of dissenters’ rights require strict adherence to the applicable provisions of the NRS.

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES

TheSubject to the limitations and qualifications described herein, the following is a general summarydiscussion constitutes, as of certainthe date of this proxy statement/prospectus, the opinion of Hodgson Russ LLP, special U.S. tax counsel to Xtra-Gold Nevada (“Tax Counsel”), as to the material U.S. federal income tax consequences to:

• Xtra-Gold Nevada of the Continuation; and

• the stockholders of Xtra-Gold Nevada of the Continuation and the post-Continuation ownership and disposition of stock in Xtra-Gold BVI.

Scope of Discussion

This discussion constitutes Tax Counsel’s opinion to the extent of the legal conclusions stated herein. 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 Continuation and the ownership and disposition of the shares of common stock our company after the Continuation. This summary 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 shares of our common stock exercising dissenters’ rights pursuant to this proxy statement/prospectus and it does not address 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 summary. In addition, this summary does not cover any state, local or foreign tax consequences, nor any U.S. federal gift, estate or generation-skippinggenerationskipping transfer tax consequences (except for such considerations addressed briefly herein for Non-U.S. Holders).

The following summary 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 summary 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. U.S. Holders and Non-U.S. Holders should note that no rulings have been or will be sought from the IRS, nor will any opinions of counsel be obtained other than herein, with respect to any of the U.S. federal income tax matters discussed in this summary. There is no assurance that the IRS will not successfully challenge the conclusions reached herein.

This summary is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder of shares of common stock and no opinion or representation with respect to the United States federal income tax consequences to any such holder is made. Accordingly, holders of shares of our common stock should consult their own tax advisors about the United States federal (income and non-income), state, local, and foreign tax consequences of the Continuation and the ownership and disposition of our shares of common stock after the Continuation.

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CIRCULAR 230 DISCLOSURE

ANY STATEMENT MADE HEREIN REGARDING ANY U.S. FEDERAL TAX ISSUE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR PURPOSES OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN IS WRITTEN IN CONNECTION WITH THE MARKETING OR PROMOTION OF THE TRANSACTION TO WHICH THE STATEMENT RELATES. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’SPARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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

As used herein, a “U.S. Holder” means a holder of shares of our common stock 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 summary is limited to U.S. Holders who hold their shares of our common stock 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 shares of our common stock that is not a U.S. Holder and who holds their shares of our common stock directly (e.g., not through an intermediary entity such as a corporation, partnership, limited liability company, or trust).

This summary 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;

• 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 shares of our common stock 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 shares of our common stock 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 shares of our common stock 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.

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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 shares of common stock of our company 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 will likely result 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 will be met as a result of the Continuation.

Thus, even though following the Continuation our company will be organized under the laws of the BVI and treated as a BVI company for corporate law and BVI tax purposes, we intend to 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 should be treated as a tax-free reorganization pursuant to Section 368(a)(1)(F) of the Code, and should therefore not be taxable to our company. Moreover, U.S. Holders and Non-U.S. Holders should not recognize gain or loss on their shares of common stock of Xtra-Gold Nevada as a result of the Continuation. Accordingly, such Holders’ tax bases in and holding periods for their shares of Xtra-Gold BVI after the Continuation will be the same as their tax bases in and holding periods for their shares of common stock of Xtra-Gold Nevada before the Continuation.Our company and our stockholders 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 should 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 may 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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Dividend distributions to U.S. Holders that are corporations may 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 U.S. Holder that is a corporation holding 20% or more of the distributing U.S. corporation’s stock may be eligible for an 80% dividends received deduction. A dividends received deduction is available only if certain holding period and other taxable income requirements are met.

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.

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:

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• 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) tax on net investment income.U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of this 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 Common 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;

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• 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

• 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 may be 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.

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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:

• 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

The following is a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada), as of the date of this proxy statement/prospectus, which will generally be applicable to a holder of shares of common stock of Xtra-Gold Nevada who, for purposes of the Income Tax Act (Canada) and at all relevant times:

• is resident in Canada;

• deals at arm’s length with our company;

• is not affiliated with our company; and

• holds shares of common stock of Xtra-Gold Nevada as capital property (a “Holder”).

Shares of common stock of Xtra-Gold Nevada generally will be considered to be capital property to a Holder unless the Holder holds such shares in the course of carrying on a business, or the Holder has acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade. This summary does not otherwise address any tax considerations relevant to the acquisition, holding or disposition of the shares of common stock of Xtra-Gold Nevada or the shares of Xtra-Gold BVI.

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This summary is based on the provisions of the Income Tax Act (Canada) and the regulations thereunder in force as of the date of this proxy statement/prospectus 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 OF THE CONTINUATION 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 STOCKHOLDER TO BE, A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO STOCKHOLDERS 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 SHARES OF COMMON STOCK OF XTRA-GOLD NEVADA OR SHARES OF XTRA-GOLD BVI.

STOCKHOLDERS 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 VIRTUE OF THEIR OWNERSHIP OF SHARES OF COMMON STOCK OF XTRA-GOLD NEVADA OR SHARES OF XTRA-GOLD BVI.

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 the shares of common stock of Xtra-Gold Nevada 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.

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Qualified Investments

Provided the shares of common stock of Xtra-Gold Nevada are and the shares of Xtra-Gold BVI 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 shares of common stock of Xtra-Gold Nevada or the shares of Xtra-Gold BVI 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.

Notwithstanding that the shares of common stock of Xtra-Gold Nevada or the shares of Xtra-Gold BVI 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 the Xtra-Gold Nevada shares of common stock or the Xtra-Gold BVI 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). The shares of common stock of Xtra-Gold Nevada and the shares of Xtra-Gold BVI 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 THE UNITED STATES, BVI AND CANADIAN TAX CONSEQUENCES OF THE CONTINUATION HAVE BEEN PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND SHOULD NOT BE ASSUMED OR RELIED ON BY ANY STOCKHOLDER TO BE, A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO STOCKHOLDERS IN ANY JURISDICTION. THE FOREGOING DISCUSSION IS NOT LEGAL ADVICE TO ANY PARTICULAR PERSON WHO HOLDS SHARES OF COMMON STOCK OF XTRA-GOLD NEVADA OR SHARES OF XTRA-GOLD BVI.

COMPARATIVE RIGHTS OF STOCKHOLDERS

Upon the issuance of the certificate of continuation under the BVI Act, our stockholders will become shareholders of a company registered under the BVI Act. The differences between the NRS and the BVI Act will result in various changes to the rights of our stockholders. The following summarizes the significant differences between the NRS and the BVI Act insofar as they affect the rights of our stockholders. The following is a summary only and is qualified in its entirety by the relevant provisions of the NRS and the BVI Act and any other applicable law in the jurisdictions of Nevada and the BVI. The following summary is not an exhaustive analysis of the two statutes, nor a comprehensive statement of the particulars of the actual statutory provisions to which reference is made. Our stockholders should consult their own legal advisors if they wish further information concerning these matters. We will continue to be subject to applicable securities laws in the United States and the provinces of British Columbia, Alberta and Ontario in Canada, which currently impose audit, financial reporting, proxy solicitation and certain other requirements relating to the rights of our stockholders.

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ACCOUNTING TREATMENT

For United States accounting purposes, the Continuation of our company from a Nevada corporation to a BVI company represents a non-substantive exchange to be accounted for in a manner consistent with a transaction between entities under common control. All assets, liabilities, revenues and expenses will be reflected in the accounts of Xtra-Gold BVI based on existing carrying values at the date of the exchange. The historical comparative figures of Xtra-Gold will be those of Xtra-Gold Nevada.

We currently prepare our financial statements in accordance with the U.S. GAAP. After our Continuation to the BVI, as a BVI domestic issuer, we plan to continue to prepare our annual and interim financial statements in accordance with U.S. GAAP. For the purpose of our annual disclosure obligations in the United States, we will annually file in the United States financial statements prepared in accordance with U.S. GAAP. In addition, as a foreign private issuer, we will not have to file quarterly reports with the SEC.

APPLICATION OF SECURITIES LAWS

We currently prepare our financial statements in accordance with U.S. GAAP. We file our audited annual financial statements with the SEC on Annual Reports on Form 10-K and our unaudited interim financial statements with the SEC on Quarterly Reports on Form 10-Q. We also file Current Reports on Form 8-K to report material information in accordance with SEC rules. Inasmuch as we are not registered under Section 12(g) of the Exchange Act, we are not subject to the SEC’s proxy rules and our officers, directors and principal stockholders are not required to file ownership reports under Section 16(a) of the Exchange Act, and those persons are not subject to the short-swing profit rules of Section 16(b) of the Exchange Act.

Upon completion of the Continuation, we anticipate that we will meet the definition of a “foreign private issuer” in the United States under the Exchange Act. As a reporting foreign private issuer, we anticipate that we will file a Form 20-F Annual Reporteach year with the SEC. We anticipate that the Form 20-F Annual Report will include financial statements prepared in accordance with U.S. GAAP. We will not be required to file interim quarterly reports on Form 10-Q, however we will be required to furnish to the SEC under cover of Form 6-K, our interim financial statements and MD&A that we prepare as a reporting issuer under Canadian securities legislation. Our interim financial statements will be prepared in accordance with U.S. GAAP similar to our current Quarterly Reports on Form 10-Q which include interim financial statements prepared in accordance with U.S. GAAP. If we adopt International Financial Reporting Standards accounting rules adopted by the SEC, we will not be required to provide a reconciliation to U.S. GAAP.

In addition, as a foreign private issuer, our directors, officers and 10% stockholders will not be subject to the insider reporting requirements of Section 16(a) of the Exchange Act or the “short swing” profit rules of Section 16(b) of the Exchange Act; and we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to us upon completion of the Continuation and election of foreign private issuer status.

Additionally, our securities are listed on the TSX and we are a reporting issuer in the provinces of British Columbia, Alberta and Ontario, Canada. Whether or not we continue to the BVI, we will remain subject to Canadian disclosure requirements including publishing news releases, filing information about major changes for us, filing annual and quarterly financial statements, and filing reports in connection with changes in outstanding and reserved securities. Additionally, insider reports are required to be filed via SEDI in connection with transactions regarding trading in our shares or acquisitions and dispositions of other issued or granted company securities by our officers, directors and significant stockholders holding more than 10% of the voting rights attached to our company’s outstanding voting securities.

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THE SPECIAL MEETING

Time, Date, and Place

The special meeting will be held at the Ontario Bar Association, 20 Toronto Street, 2^nd Floor, Conference Rooms C and D, Toronto, Ontario, M5C 2B8, Canada on the [ • ]16^th day of [ • ],November, 2012, at [ • ],10:00 a.m., local time.

Matters to be Considered

The purpose of the special meeting is to:

• vote on a proposal to approve the Continuation; and

• approve any motion to adjourn or postpone the special meeting to another time or place, if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the foregoing proposal.

Our stockholders will also consider and act upon such other business and matters or proposals as may properly come before the special meeting or any adjournment or postponement thereof.

Who Can Vote at the Special Meeting

You are entitled to vote your shares of our common stock only if our records show that you held your shares as of the close of business on [ • ],October 10, 2012, the record date. As of the close of business on August 14,September 26, 2012, a total of 44,648,41744,610,917 shares of our common stock were outstanding. Each share of our common stock has one vote.

Solicitation of Proxies

This proxy statement/prospectus is being furnished in accordance with the solicitation by our management of proxies to be used at the special meeting and any adjournments thereof, for the purposes set forth above. Proxies will be primarily solicited by mail and may also be personally solicited or by telephone by our directors and/or officers, at nominal cost. The cost of solicitation will be borne by us.

We may also pay the reasonable costs incurred by persons who are the registered but not the beneficial owners of shares of our common stock (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this proxy statement/prospectus, the notice of meeting and form of proxy to the beneficial owners of such shares of our common stock. We will provide, without cost to such persons, upon request to our Secretary and Treasurer, additional copies of the foregoing documents required for this purpose.

No person is authorized to provide any information or to make any representation other than those contained in this proxy statement/prospectus and, if given or made, such information or representation shall not be relied upon as having been authorized.

Appointment, Voting and Revocation of Proxies

Appointment

The individuals named in the accompanying proxy form are our directors and/or officers.A stockholder wishing to appoint some other person (who need not be a stockholder) to represent the stockholder at the special meeting has the right to do so, either by striking out the names of those persons named in the accompanying form of proxy and inserting the desired person’s name in the blank space provided in the proxy or by completing another form of proxy. Such stockholder should first notify such person of his appointment and obtain his consent to act as a proxyholder. In any case, the proxy should be dated and executed by the stockholder or his attorney authorized in writing or, if the stockholder is a company, by an officer or attorney thereof duly authorized.

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To be valid, the proxy must be received by our registrar and transfer agent, Olympia Transfer Services Inc. at its office at Suite 920, 120 Adelaide Street West, Toronto, Ontario, M5H 1T1, no later than 48 hours before the special meeting or adjournment thereof or delivered to the Chairman at the meeting or adjournment thereof.

Voting

Each stockholder may instruct his proxy how to vote his shares by marking the proxy as applicable. All shares of our common stock represented at the special meeting by properly executed proxies will be voted for, against or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the proxy, the shares of our common stock represented by the proxy will be voted in accordance with such specification. In the absence of any such specification of voting on the proxy, our management designees named in the proxy, will vote in favour of the matters set out therein.

The enclosed proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the persons appointed proxyholders thereunder to vote with respect to any amendments or variations of matters identified in the notice of meeting and with respect to any other matters which may properly come before the special meeting. As of the date hereof, we are not aware of any amendments to, variations of or of other matters which may be presented to the meeting.

Revocation of Proxy

In addition to the revocation in any other manner permitted by law, a stockholder who has given a proxy may revoke it, at any time before it is exercised in accordance with the provisions of Section 78.355 of the NRS. The revocation of a proxy does not affect any matter on which a vote has been taken before such revocation.

Advice to Beneficial Stockholders

Only registered stockholders or duly appointed proxyholders are permitted to vote at the special meeting. The information set forth in this section is of significant importance to many stockholders as a substantial number of our stockholders do not hold their shares of our common stock in their own name. Most of our stockholders are “non-registered” stockholders as their shares of our common stock are not registered in their own names but rather are instead registered in the name of a bank, trust company or brokerage firm from whom they purchased the shares of our common stock (referred to as “beneficial stockholders”). Such stockholders should note that only proxies deposited by stockholders whose names appear on the records maintained by our registrar and transfer agent as the registered holders of shares of our common stock can be recognized and acted upon at the special meeting. If the shares of our common stock are listed in an account statement provided to a stockholder by a broker, then in almost all cases those shares of our common stock will not be registered in the stockholder’s name. Such shares of our common stock are more likely to be registered under the names of the stockholder’s broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. (the registration name for the Depository Trust Company), while in Canada the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc.), each of which acts as nominee for many banks, trust companies and brokerage firms. Shares held by brokers or their agents or nominees can only be voted (for, against or withheld from voting resolutions) upon the instructions of the beneficial stockholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for their clients. Our directors and officers do not know for whose benefit the shares of our common stock registered in the name of Cede & Co. or CDS & Co. are held. Therefore, beneficial stockholders should ensure that instructions respecting the voting of their shares of our common stock are communicated to the appropriate person well in advance of the special meeting.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial stockholders in advance of stockholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial stockholders in order to ensure that their shares are voted at the meeting. The purpose of the form of proxy supplied to a beneficial stockholder by its broker (or the agent of the broker) is limited to instructing the registered stockholder (the broker or agent of the broker) how to vote on behalf of the beneficial stockholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. Broadridge Financial Solutions, Inc. typically prepares a machine-readable voting instruction form, mails the voting instruction form to the beneficial stockholders and requests the beneficial stockholders to return the voting instruction forms to Broadridge Financial Solutions, Inc. or otherwise communicate voting instructions to Broadridge Financial Solutions, Inc. by way of the Internet or telephone. Broadridge Financial Solutions, Inc. then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the meeting. A beneficial stockholder receiving a Broadridge Financial Solutions, Inc. voting instruction form cannot use that form to vote directly at the meeting. The voting instruction form must be returned to Broadridge Financial Solutions, Inc. well in advance of the meeting in order to have the shares of our common stock voted. If you have any questions with respect to the voting of shares of our common stock held through a broker or other intermediary, please contact your broker or other intermediary directly for assistance.

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Although a beneficial stockholder may not be recognized directly at the meeting for the purposes of voting shares of our common stock registered in the name of his or her broker (or agent of the broker), a beneficial stockholder may attend at the meeting as proxyholder for the registered stockholder and vote the shares of our common stock in that capacity. If a beneficial stockholder wishes to attend and vote at the meeting in person, the beneficial stockholder must insert his or her own name as appointee in the blank space of the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the meeting.

All references to stockholders in this proxy statement/prospectus and the accompanying proxy and notice of meeting are to stockholders of record unless specifically stated otherwise.

Record Date

We have fixed [ • ],October 10, 2012 as the record date for the purposes of determining holders of shares of our common stock entitled to receive notice of the special meeting. Registered stockholders, as shown on the stockholders’ list prepared as of the record date will be entitled to vote such shares at the special meeting on the basis of one vote for each share of our common stock held.

Vote Required

The special meeting will be held only if there is a quorum. A quorum exists if two individuals are present in person, each of whom is a stockholder or a proxyholder entitled to vote at the special meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee lacks discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

In order for the Continuation to be approved, the holders of a majority of shares of our common stock outstanding and entitled to vote at the special meeting must vote in favor of the Continuation.

The holders of a majority of shares of our common stock, represented and entitled to vote at the special meeting, whether or not a quorum is present, must vote in favor of the proposal to approve any motion to adjourn or postpone the special meeting to another time or place, if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Continuation, for this proposal to be approved and adopted.

A broker non-vote or abstention with respect to the proposal to approve the Continuation will have the same effect as a vote against such proposal since approval of the proposal requires the affirmative vote of a majority of shares of our common stock outstanding and entitled to vote.

At the close of business on the record date for the special meeting, the directors and executive officers of our company and their affiliates owned and were entitled to vote 3,499,105 shares of common stock or 7.84% of shares of our common stock on that date. All of our directors and executive officers that are holders of shares of our common stock, and their respective affiliates, intend to vote for the proposal to approve the Continuation and for the proposal to adjourn or postpone the meeting, if necessary to solicit additional proxies.

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We will appoint a scrutineer for the special meeting to tabulate affirmative and negative votes and abstentions.

Householding

If you and others who share your address own shares of our common stock that are held by a broker, bank or other nominee, your broker, bank or other nominee may be sending only one proxy statement/prospectus to your address. This practice, known as “householding,” is designed to reduce printing and postage costs.

Interest of Certain Persons or Companies in Matters to be Acted Upon

None or our directors or executive officers, and no associate or affiliate of any of our directors or executive officers, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in any matter to be acted upon.

Voting Securities and Principal Holders Thereof

Voting Securities

Our authorized capital consists of 250,000,000 shares of common stock. As of the date hereof, there are 44,648,417 shares of our common stock issued and outstanding, with each such share carrying the right to one vote. We have not issued any other class of voting securities.

Principal Holders of Voting Securities

As of the record date, to the best knowledge of our directors and officers, no persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, shares of our common stock carrying more than 10% of the voting rights attached to all outstanding shares of our common stock.

Indebtedness of Directors and Executive Officers

At no time during the financial year ended December 31, 2011, and at any time from January 1, 2012 to the date hereof, were any of our current or former executive officers or directors, any proposed nominee for election as a director, or any of their respective associates indebted to us or any of our subsidiaries, or indebted to another entity where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us or any of our subsidiaries.

Interest of Informed Persons in Material Transactions

None of our directors or executive officers, none of the persons who have been our directors or executive officers since the commencement of the Company’s last completed financial year, no person who beneficially owns, directly or indirectly, shares of our common stock carrying more than 10% of the voting rights attached to all of our outstanding shares of common sotck, or any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction which has or will materially affect us.

Management Contracts

Our management functions are performed by our officers and we have no management agreements or arrangements in place under which such management functions are performed by persons other than our officers.

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PROPOSAL 1 — APPROVAL OF THE CONTINUATION

As discussed in this proxy statement/prospectus, we are asking our stockholders to approve the Continuation. Our stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Continuation. Please see the section entitled “The Continuation” beginning on page 18 for additional information and a summary of the material terms of the Continuation. You are urged to read carefully the Plan of Conversion included as Appendix A, before voting on this proposal.

Approval of this proposal is a condition to the completion of the Continuation.

Our Board of Directors recommends unanimously that our stockholders vote “FOR” the proposal to approve the Continuation.

PROPOSAL 2 — ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING

If there are insufficient votes at the time of the special meeting to adopt the foregoing proposal, we intend to propose to adjourn the special meeting for a period of not more than 30 days for the purpose of soliciting additional proxies in favor of the forgoing proposal. We do not intend to propose adjournment or postponement at the special meeting if there are sufficient votes to adopt the foregoing proposal.

Our Board of Directors recommends unanimously that our stockholders vote “FOR” the proposal to adjourn or postpone the meeting, if necessary to solicit additional proxies.

DESCRIPTION OF BUSINESS

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 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.

As at August 16,September 28, 2012, we have the following five projects all of which are in the exploration stage.

• Kibi Project.Our Kibi project is located on the Apapam concession and is our only material project. This project consists of an over 5.5 kilometer long mineralized trend delineated from gold-in-soil anomalies, geophysical interpretations, trenching and drilling along the northwest margin of the Apapam concession. Our company’s exploration efforts from January 1 to December 31, 2011, being the fiscal year for which this proxy statement/prospectus is being filed, have been focused on our Kibi project. As at the date of this proxy statement/prospectus, we have drilled more than 48,000 meters at this project. During the fiscal year, we completed a diamond drill program including infill drilling on Zone 2 to define a potential mineral resource (see “Kibi Project – Phase III Drill Program” for the results of this program). Also, see “VTEM Survey” commencing on page 63 and “Technical Reports” commencing on page 64 for other work conducted on our Kibi project during the fiscal year. As at the date of this proxy statement/prospectus, we have commenced a further 30,000 meter diamond drill program and commissioned SEMS Exploration Services Ltd. to prepare an initial National Instrument 43-101 (“NI 43-101”) compliant mineral resource estimate on the Big Bend and East Dyke gold zones located within Zone 2 of this project which will constitute the first ever mineral resource estimate generated on a gold project within the underexplored Kibi Gold Belt.

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• Kwabeng Project.Our Kwabeng project is located on the Kwabeng concession. During the fiscal year, we did not conduct any exploration activities on this project, however we negotiated with independent Ghanaian contract miners and operators in connection with their recovery of placer gold at the Kwabeng concession on fixed payment terms to our company (see “Description of Properties – Recovery of Placer Gold”). As of the date of this proxy statement/prospectus, we have not planned for any exploration activities during the next 12 months, however, we may consider doing so at a later date. See “Kwabeng Project – 2009 to 2010 Exploration Programs” commencing on page 107 for exploration activities conducted by our company during the two years preceding the fiscal year.

• Pameng Project.Our Pameng project is located on the Pameng concession. During the fiscal year, we did not conduct any exploration activities on this project, however we negotiated with independent Ghanaian contract miners and operators in connection with their recovery of placer gold at the Pameng concession on fixed payment terms to our company (see “Description of Properties – Recovery of Placer Gold”). There are no exploration activities currently being conducted on our Pameng project, however, a first pass work program including soil geochemistry and scout trenching is currently under consideration for 2012. See “Pameng Project – 2009 to 2010 Exploration Programs” commencing on page 109 for exploration activities conducted by our company during the two years preceding the fiscal year.

• Banso Project.Our Banso project is located on the Banso concession. During the fiscal year, we entered into a letter of intent in January 2011 with Buccaneer Gold Corp. (formerly Verbina Resources Inc.), a mineral resource company listed on the TSX Venture Exchange (the“TSXV”), whereby Buccaneer Gold Corp. has an option to earn up to a 55% interest in our 90% interest of the mineral rights in the Banso mining lease. As at the date of this proxy statement/prospectus, we have not planned for any additional exploration activities during the next 12 months and we may consider doing so at a later date. Buccaneer Gold Corp. commenced exploration activities on this project during the fiscal year as part of the criteria to meet exploration expenditures to earn the 55% interest. As at the date of this proxy statement/prospectus, Buccaneer Gold Corp. commenced an aggregate 5,000 meter core drilling program on this project together with our Muoso project to test several drill targets identified on these concessions. See “Banso Project – 2012 Exploration Plans” commencing on page 110 for further details. See “Banso Project – 2009 to 2011 Exploration Programs” commencing on page 110 for exploration activities conducted by our company during the two years preceding the Fiscal Year.

• Muoso Project.Our Muoso project is located on the Muoso concession. During the fiscal year, we entered into the letter of intent with Buccaneer Gold Corp. whereby Buccaneer Gold Corp. has an option to earn up to a 55% interest in our 90% interest of the mineral rights in the Muoso mining lease. During the fiscal year, we did not conduct any exploration activities on this project. We have not planned for any additional exploration activities during the next 12 months and may consider doing so at a later date. Buccaneer Gold Corp. commenced exploration activities on this project in 2010. As at the date of this proxy statement/prospectus, Buccaneer Gold Corp. commenced the drill program on this project as noted above in the Banso project summary. See “Muoso Project – 2012 Exploration Plans” commencing on page 112 for further details. See “Muoso Project – 2009 to 2011 Exploration Programs” commencing on page 111 for exploration activities conducted by our company during the two years preceding the fiscal year.
  
  As of the date of this proxy statement/prospectus, we:

• have received gross cash proceeds of CAD$10,925,001 (US$10,753,149) from an initial public offering completed in Canada in November 2010;

• have received net cash proceeds of $3,543,250 derived from the exercise of warrants to acquire common shares (2006 to 2011);

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• have received net cash proceeds of $6,843,965 derived from the recovery of gold of the mineralized material at our Kwabeng project (2007 to 2009);

• have received net cash proceeds of $2,613,281 derived from payments made to us by independent Ghanaian contract miners in connection with their recovery of placer gold from the mineralized material at our Pameng and Apapam concessions;

• have achieved losses since inception;

• have minimal operations, and

• rely upon the sale of our securities to fund our operations.

Our strategic plan, with respect to our mineral projects, is to:

• advance the development of our Kibi project by focusing our efforts and dedicating our financial resources on our 2012 diamond drilling program for the potential to drill out a mineral resource and, perhaps ultimately, a mineral reserve of this project;

• define a mineral resource and, perhaps ultimately, a mineral reserve on our other exploration projects and we will also attempt to do this by optioning to other qualified exploration entities;

• enter into negotiations with independent Ghanaian contract miners and operators to assume our recovery of placer gold operations at our Kwabeng project for fixed payments to our company;

• acquire further interests in gold mineralized projects in strategic areas, by way of acquisition or joint venture participation, that fall within the criteria of providing a geological basis for development of drilling initiatives that can enhance stockholder value by demonstrating the potential to define mineral reserves; and

• engage technical personnel under contract where possible as our management believes that at our company’s current level of development, this will provide the best services available in the circumstances, lead to lower overall costs and provide the best flexibility for our business operations.

We anticipate that, during 2012, we will spend an aggregate of approximately $6,000,000comprised of $5,000,000 for exploration expenses in connection with our 2012 drill program of our Kibi project and approximately $1,000,000 for general and administrative expenses (which excludes approximately $500,000 in non-cash expenses).

Our company has historically relied on equity and debt financings to finance our ongoing operations. Existing working capital, possible debt instruments, anticipated warrant exercises, further private placements and anticipated cash flow are expected to be adequate to fund our company’s operations over the next year. During the future years, after 2012, to implement our plan of operations we will need to raise additional capital through equity or convertible debt securities or from other available sources of financing. This may result in the dilution in the equity ownership of stockholders in our common stock. There can be no assurance that additional financing will be available upon acceptable terms, if at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to take advantage of prospective new opportunities or acquisitions, which could significantly and materially restrict our operations, or we may be forced to discontinue our current projects.

At June 30, 2012, we had working capital of approximately $2,459,936, comprised of current assets of $2,984,704 less current liabilities of $524,768. Our current assets were comprised of $1,517,683 in cash and cash equivalents, $1,321,989 in trading securities, $18,080 due from a related party and $126,952 in receivables and other assets.

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Corporate History

Xtra-Gold Resources Corp. was originally incorporated under the laws of the State of Nevada on September 1, 1998 under the name Silverwing Systems Corporation. On October 31, 2003, we acquired all of the issued and outstanding shares of Xtra-Gold Resources, Inc., a Florida corporation (“XGRI”) from its stockholders, all of which were unaffiliated third parties, in exchange for 10,070,000 shares of common stock (approximately 80% of our then issued and outstanding shares of our common stock). This transaction resulted in a change of control of our company and the formation of our being a holding company for XGRI, our then only wholly-owned subsidiary. On December 16, 2003, we changed our name to Xtra-Gold Resources Corp.

In December 2004, our company entered into share purchase agreements with the trustees for the then former note and debenture holders of the parent company of XG Mining to acquire 90% of its issued and outstanding capital stock. We exchanged shares of our common stock for the shares of XG Mining that had been pledged as security to these holders. The remaining 10% of the issued and outstanding capital stock of XG Mining is held by the Government of Ghana.

As a condition for our acquisition of XG Mining, two former officers and directors of our company agreed to return for cancellation 47,000,000 shares of our common stock issued to them in connection with our acquisition of XGRI. These shares were cancelled in May 2005.

Employees

As at the date of this proxy statement/prospectus, our company has no salaried employees. Our President and Chief Executive Officer provides our company with his consulting services and devotes approximately 60% of his time to our company. Our Chief Financial Officer provides our company with his consulting services and devotes approximately 20% of his time to our company. Our Vice-President, Exploration provides our company with his consulting services and devotes approximately 90% of his time in consulting services to our company. We further engage the consulting services of our Vice-President, Ghana Operations for our Ghanaian subsidiaries, who devotes a variable percentage of his time to our company on an “as needed” basis. 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.

DESCRIPTION OF PROPERTIES

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 Ghananian subsidiary, XG Mining, grant us the right to operate at our Kibi, Kwabeng, Pameng, Banso and Muoso projects and are described elsewhere in this proxy statement/prospectus.

We currently conduct limited administrative activities from our corporate office located at Suite 301, 360 Bay Street, Toronto, Ontario, M5H 2V6, Canada, where we have leased 1,163 square feet for a 66 month term commencing on May 1, 2007 and expiring on October 31, 2012, at approximately $4,404 (CAD$4,392) per month.

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

Map of Properties 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 proxy statement/prospectus.

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Xtra-Gold Mining Concessions Located in the Kibi Gold Belt

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Xtra-Gold Mining Leases Located in the Kibi Gold Belt

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Description of Properties

All of our mineral exploration projects are currently at an early stage of evaluation. As at the date of this proxy statement/prospectus:

• no mineralized material or mineral resource or mineral reserve estimates have been made at any of our projects;

• except for our 2012 drill program at our Kibi project located on the Kibi Gold Belt and the Buccaneeer drill program being carried out by Buccaneer Gold Corp., there are no exploration activities currently being conducted on our other projects or have any such activities been planned for the next 12 months, however, we may consider doing so at a later date; and

• before the commencement of our fiscal year covered by this proxy statement/prospectus, we had completed preliminary lode gold exploration programs at our Kibi, Banso and Muoso projects which results are noted hereunder.

Title to Properties

We hold 30-year mining leases expiring on July 26, 2019 on our Kwabeng and Pameng concessions, a 7-year mining lease on our Apapam concession expiring on December 17, 2015, 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

In 2007 and 2008, we recovered and sold placer gold from our Kwabeng project. We did not recover any placer gold during 2009. 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, to assist in overseeing the contract miners to limit our involvement in the recovery of placer gold operations and enable our company to focus on lode gold exploration activities.

Our General Manager of XG Mining received compensation from RavenclawMining Limited for assisting it in fulfilling its contract with our company (see “Executive Compensation – Summary Compensation Table” and “Related Party Transactions – Consulting Agreement with Principal Stockholder” for further details).

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.

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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 signals 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 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.

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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.

• 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.

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Objectives and Overview

• to review geological mapping to date and to provide on groundon-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
• determine the shear zone kinematics and controls on gold distribution.

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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 D_Eextensional 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 D₅deformation.

• 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-D₅faults and intersections between D₂ -D₅and D₅faults, 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.

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• 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.

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 10-K previously filed with the SEC for any exploration activities conducted by us before the three years required by this proxy statement/prospectus.

Kibi Project

Overview

Our Kibi project is also referred to in this proxy statement/prospectus as the Apapam concession and is comprised of 33.65 square kilometers of an over 5.5 kilometer long, NE-trending, anomalous gold-in-soil trend characterized by four extensive, higher grade zones ranging from approximately 800 meters by 75 to 300 meters to 1,000 meters by 100 to 500 meters in area.

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 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 the results still being compiled as at the date of this proxy statement/prospectus. There is no current knowledge of past exploration activity or lode gold occurrences on this ground. The Apapam concession extension 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, as at the date of this proxy statement/prospectus, 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 an independent NI 43-101 technical report prepared by SEMS Exploration Services Ltd. in 2010, 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 (see “NI 43-101 Reports” hereunder).

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Location and Access

Our Kibi project lies within the Kibi-Winneba area 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 20 kilometers south-southeast from our field camp.

The Kibi-Winneba area 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.

Prior Exploration by Xtra-Gold

Phase I Drill Program

Our Phase I drill program carried out on our Kibi project from 2008 to 2009 encompassed 18 diamond drill holes (NQ2 core), ranging from 60 meters to 320.5 meters in length, and totaling 3,001 linear meters. This reconnaissance drilling was designed to test the depth continuity of gold mineralization discovered in trenches excavated on Zone 2 and Zone 1 of our Kibi project. Our Phase I drill program was implemented from August 30 to October 28, 2008 by Burwash Drilling of Cobble Hill, British Columbia, Canada.

This initial reconnaissance drilling program yielded very encouraging results and demonstrated that the granitoid-hosted gold mineralization occurrences intersected along the Kibi gold-in-soil trend offers potential for shallow oxide mineralization amenable to bulk mining and heap leaching, as well as large primary gold systems at depth.

The first 15 holes of our Phase II drill program targeted gold mineralization discovered in four trenches, TKB005, TKB004, TKB006, and TKB009-010, spread out over an approximately 975 meter E-W distance on the Zone 2 gold-in-soil anomaly. Thirteen out of the 15 holes on Zone 2 yielded significant gold intercepts, including 10 holes intersecting significant granitoid-hosted gold mineralization over 7 meters to 45 meters core lengths. Significant gold intercepts are presented in Table 1.

Mineralized material consists of altered quartz diorite and tonalite exhibiting quartz-iron carbonate veining, and disseminated sulphides. Mineralization discovered by trenching and/or drilling on Zone 2 and Zone 3 appears to be hosted by swarms of granitoid bodies, ranging from 5.5 meters to 79 meters in core length, interpreted to be emplaced along splay structures off an inferred NE-trending regional structure.

Limited drilling to date traced the granitoid-hosted gold mineralization over a 200 meters strike length and to a vertical depth of 100 meters at the trench TKB004 zone, including gold intercepts of: 2.11 parts per million gold over 25.4 meters; 0.87 parts per million gold over 15 meters and 1.28 parts per million gold over 33 meters; 2.24 parts per million gold over 16 meters; and 2.78 parts per million gold over 15 meters in holes KBD08012, KBD08013, KBD08014, and KBD08015. Similarly, mineralization at the trench TKB005 zone was traced over an approximately 135 meters strike length and to a vertical depth of 76 meters in holes KBD08003 and KBD08004 and KBD08010 and KBD08011, including significant intercepts of 8.49 parts per million gold over 12 meters and 4.83 parts per million gold over 7 meters in holes KBD08004 and KBD08010.

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Limited Zone 1 scout drilling (3 holes) intersected a typical “Ashanti” style shear zone setting developed proximal to a metavolcanic-metasediment contact with a spatially associated granitoid body. Hole KBD08017 yielded intermittent, exploration significant, anomalous gold values over a 60 meter core length, including encouraging intercepts of 1.43 parts per million gold over 13.5 meters, 1.04 parts per million gold over 6 meters, and 1.02 parts per million gold over 8 meters. In addition, trench TKB012 excavated on a gold-in-soil anomaly, located approximately 100 meters west of hole KBDD08017, returned a channel sample intercept of 2.51 parts per million gold over a 4 meter trench length.

Recommended work to further advance our project includes:

• additional mechanical trenching to further define the geological / structural nature and extent of the granitoid-host gold mineralization in Zone 2 and 3; and

• a 5,000 meter combined reverse circulation (RC) / diamond drilling program. The estimated cost of the follow-up exploration program is approximately $800,000.

Phase II Drill Program

Our Phase II drill program on our Kibi project encompassed 50 reverse circulation (RC) holes, ranging from 40 meters to 150 meters in length, and totaling 4,715 linear meters including 27 holes for 2,478 meters on Zone 2 and 23 holes totaling 2,237 meters on Zone 3. Fifteen initial reverse circulation (RC) holes targeted the trench TKB005 and trench TKB004 gold zones located at the southeast extremity of Zone 2 of the Kibi Gold Trend; an over 5.5 kilometer long, northeast trending, anomalous gold-in-soil trend characterized by four extensive higher grade zones ranging from approximately 800 meters by 75 to 300 meters and 1,000 meters by 100 to 500 meters in area. Our Phase II drill program was designed to:

• test the dip and strike extensions of the four gold target zones identified in Zone 2 during the Phase I drill program;

• assess the depth continuity of gold mineralization discovered in trenches excavated in Zone 3, an approximately 1,000 meters by 100 to 500 meters gold-in-soil anomaly located approximately 700 meterssouthwest of the Zone 2 drilling conducted under the Phase I drill program in 2008; and

• test induced polarization (IP) / Resistivity anomalies spatially associated with the Kibi gold-in-soil trend.

Our Phase II drill program was designed to build upon the 2008 Phase I diamond drill results and to continue to demonstrate that the widespread, classical granitoid-hosted gold mineralization developed along our Kibi project offers potential for shallow oxide mineralization amenable to bulk mining and heap leaching, as well as large primary gold systems at depth. Our Phase II drill program was implemented from July 14, 2009 to September 26, 2009 by BLY Ghana Ltd., a subsidiary of Boart Longyear.

Drilling Results from Trenches TKB005 and TKB004 Zones (15 Holes) – Zone 2 – Kibi Project

Eleven out of the initial 15 of the 27 reverse circulation (RC) holes on Zone 2 yielded significant gold intercepts, with all mineralized intercepts consisting of granitoid-hosted gold mineralization spanning from one meter to 78 meters in core length. Mineralization identified by trenching and drilling on Zone 2 appears to be hosted by a series of sill-like granitoid bodies hosted within a folded metasediment-metavolcanic rock sequence. Mineralized material consists of altered quartz diorite and tonalite exhibiting quartz-iron carbonate veining and disseminated sulphides. Significant gold intercepts for the trench TKB005 and TKB004 zones are set forth in Table 1.

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As at September 28, 2009, gold mineralization at the trench TKB005 zone has been traced over an approximately 220 meter strike length and to a vertical depth of approximately 75 meters. Highlights from the present drilling includes intercepts of 6.29 g/t over 23 meters, including 8.55 g/t over 10 meters, in hole KBRC09047 and 2.97 g/t over 18 meters, including 6.32 g/t over 8 meters in hole KBRC09042. These two holes tested the central portion of the zone in a scissor pattern designed to better characterize the lithological and structural controls of the gold mineralization intersected in diamond drill holes KBD08003 and KBD08004 from our Phase I drill program. Field and trench mapping indicates that the trench TKB005 zone mineralization is hosted by a moderate, easterly dipping granitoid body exhibiting an extensive, shallow to moderate, westerly dipping, sheeted quartz vein system. Hole KBD09042 (270° AZ / -50° dip) intersected the host granitoid sill at approximately right angles from a collar position on the eastern (hanging wall) flank of the granitoid body. While hole KBRC09047 (090° Az / -55° dip) was drilled down the dip of the host granitoid sill to transect the westerly dipping, sheeted quartz veining at approximately right angles, with the hole remaining within the confines of the host granitoid body to a down hole depth of 23 meters.

Drilling Results from Trenches TKB006 and TKB010 Zones (12 Holes) – Zone 2 – Kibi Project

Seven out of the 12 remaining drill holes on Zone 2 were designed to better define gold mineralization at trench TKB006 and trench TKB010 zones identified during the initial scout Phase I drill program at the northwest extremity of Zone 2 of our Kibi project; one hole targeted a new gold zone exposed in recent trenching (trenches TKB014E and TKB014F); two holes probed previously untested gold-in-soil anomalies and two holes tested an induced polarization (IP) / resistivity anomaly spatially associated with a gold-in-soil anomaly. In addition, a total of 960 linear meters of mechanized trenching (38 trenches) was also conducted on Zone 2 in conjunction with this drill program to better define the surface trace of the host granitoid bodies, to test strike extension of known mineralization and to test gold-in-soil anomalies and geophysical targets.

Five out of the above-noted seven holes targeting the trench TKB006, TKB010 and TKB014E-TKB014F zones yielded significant gold intercepts, with all mineralized intercepts consisting of granitoid-hosted gold mineralization spanning from one meter to 76 meters in core length. As at October 28, 2009, mineralization identified by trenching and drilling, spread out over an approximately 975 meters east-west distance on the Zone 2 gold-in-soil trend, appears to be hosted by a series of sill-like granitoid bodies hosted within a folded metasediment-metavolcanic rock sequence.

Mineralized material consists of altered quartz diorite and tonalite exhibiting quartz-iron carbonate veining and disseminated sulphides.

Drilling highlights include granitoid-hosted gold mineralization intercepts from surface of 39.0 meters grading 9.23 g/t gold uncut (3.54 g/t gold cut) including 10.0 meters grading 33.15 g/t gold uncut (10.95 g/t gold cut) in drill hole KBRC09060 and 76.0 meters grading 1.62 g/t gold, including 20.0 meters grading 3.36 g/t gold (and including 5.25 g/t gold over 9.0 meters) in hole KBRC09068. Significant gold intercepts for holes KBRC09057 to KBRC09068 are set forth in Table 1.

Holes KBRC09057, KBRC09059 to KBRC09061 and KBRC09065 further tested the trench TKB006 gold zone situated in the north-central portion of the approximately 1,000 meter long Zone 2 gold-in-soil anomaly. Additional mechanized trenching and geological mapping during this drilling campaign appears to indicate that the trench TKB006 Zone is characterized by two, NNW-trending, approximately eight meters and 40 meters wide, sill-like granitoid bodies lying approximately 25 meters apart within a metasediment rock sequence. Hole KBRC09060 targeting an extensive system of NE to SE trending quartz veining developed within the wider, eastern granitoid body returned an intercept from surface of 39.0 meters grading 9.23 g/t gold uncut (3.54 g/t gold cut), including 10.0 meters grading 33.15 g/t gold uncut (10.95 g/t gold cut). Drilling, including initial scout drill hole KBD08005, which returned intercepts of 1.18 g/t gold over 17.0 meters and 1.02 g/t gold over 15.0 meters, has traced the trench TKB006 gold zone mineralization over an approximately 160 meter strike distance.

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Hole KBRC09062, designed to undercut gold mineralization discovered by trenching of a previously untested gold-in-soil anomaly lying approximately 225 meters west-northwest of the Trench TKB006 zone, yielded a granitoid-hosted gold mineralization intercept of 4.03 g/t gold over 4.0 meters, including one meter grading 9.32 g/t gold. The two target trenches positioned end to end on the same soil geochemical anomaly line both returned significant channel sample intercepts separated by an approximately 20.5 meter distance, including 8.49 g/t gold over a 5.0 meter trench-length, including 2.0 meters grading 14.85 g/t gold, in trench TKB014E and 6.86 g/t gold over an 8.0 meters trench-length, including 1.0 meter grading 22.4 g/t gold, in trench TKB014F. This new gold zone is considered especially interesting given the values defined at this early stage and the extent of the untested gold-in-soil anomalies present along lines 167N to L169N within the approximately 400 meter gap between the trench TKB006 and TKB010 zones.

Holes KBRC09067 and KBRC09068 further tested the trench TKB010 gold zone located at the north-western extremity of the approximately 1,000 meter long Zone 2 gold-in-soil anomaly. Hole KBRC09068 targeting an extensive system of NE to NW trending quartz veining exposed in trench TKB010 returned a granitoid-hosted gold mineralization intercept from surface of 76.0 meters grading 1.62 g/t gold, including 20.0 meters grading 3.36 g/t gold (and including 5.25 g/t gold over 9.0 meters). Drilling and trenching to date, including initial scout drill hole KBD08008, which returned an intercept of 1.01 g/t gold over 45.0 meters (including 2.01 g/t gold over 12.0 meters), have traced the trench TKB010 gold zone mineralization over an approximately 150 meter distance along the inner, northern margin of an east to southeast trending granitoid body.

Results from 23 Scout RC Holes – Zone 3–- Kibi Project

Drilling highlights for Zone 3 include granitoid-hosted gold mineralization intercepts of 30.0 meters grading 3.52 g/t gold, including 14.0 meters grading 6.47 g/t gold, from a down hole depth of 8.0 meters in hole KBRC09019; 4.0 meters grading 4.86 g/t gold from a down hole depth of 26 meters in hole KBRC09023 and 8.0 meters grading 4.95 g/t gold, including 3.0 meters grading 12.89 g/t gold, from surface in hole KBRC09024. Significant gold intercepts for holes KBRC09019 to KBRC09041 are set forth in Table 1.

Similarly to Zone 2, all Zone 3 mineralization targets are near surface, remain open in all directions and offer potential for shallow oxide mineralization amenable to bulk mining and heap leaching, as well as large primary gold systems at depth. The limited scout drilling returned several significant gold intercepts over an approximately 825.0 meter E-W distance across Zone 3. Zone 2 and Zone 3 drilling has traced the granitoid-hosted gold mineralization over an approximately 2,100 meter distance along the NE-trending Kibi Gold Trend.

This initial Zone 3 scout drilling formed part of the 4,715 meter Phase II RC drill program which included 27 holes for 2,478 meters on Zone 2 and 23 holes totaling 2,237 meters on Zone 3; an over 5.5 kilometer long, NE-trending, anomalous gold-in-soil trend characterized by four extensive higher grade zones ranging from approximately 800 meters by 75-300 meters to 1,000 meters by 100-500 meters in area. The present drilling was designed to undercut surface gold mineralization exposed in reconnaissance trenches, and to test geophysical induced polarization (IP) / resistivity and/or gold-in-soil anomalies on Zone 3; an approximately 1,000 meters by 100 to 500 meters, gold-in-soil anomaly located approximately 700 meters to the southwest of the main Zone 2 drilling area.

As at February 11, 2010, drilling included five holes to test the trench TAD019 and TAD007 targets located at the southeastern extremity of the Zone 3 gold-in-soil anomaly, and 18 holes to assess the trench TAD001 to TAD004, TAD015to TAD021 and TAD016 targets within the north-central portion of the gold-in-soil anomaly. Fourteen out of the 23 scout holes returned significant gold intercepts, with an additional three holes yielding anomalous gold intercepts. All mineralized intercepts consisted of granitoid-hosted and/or granitoid-associated gold mineralization, with mineralized material typically consisting of altered quartz diorite and tonalite exhibiting quartz-iron carbonate veining and disseminated sulphides.

Hole KBRC09019 targeting an extensive system of granitoid-hosted, NE-trending, moderately NW-dipping, sheeted quartz veins discovered in trench TAD019 returned a significant mineralized intercept of 30.0 meters grading 3.52 g/t gold, including 14.0 meters grading 6.47 g/t gold, from a down hole depth of 8.0 meters. For reference purposes, trench TAD019 yielded a channel sample intercept of 4.93 g/t gold over 45.0 meters, including 10.12 g/t gold over 12.0 meters. Hole KBRC09039, representing the second hole of a scissor drill pattern designed to determine the dip attitude of the host granitoid body, returned an intercept of 39.80 g/t gold over 1.0 meter from a quartz vein in mafic metavolcanic rock along the footwall flank of the granitoid body. Hole KBRC09020, targeting a zone of anomalous gold values in trench TAD007 located approximately 65.0 meters to the west of the KBRC09019 collar, yielded granitoid-hosted mineralization intercepts of 1.01 g/t gold over 3.0 meters and 4.10 g/t gold over 2.0 meters.

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A total of 18 holes were drilled within the north-central portion of the Zone 3 gold-in-soil anomaly which is characterized by an approximately 800 meter long induced polarization (IP) chargeability anomaly exhibiting a spatial relationship with a geophysically inferred, NE-trending, regional structural trend. Eleven of these holes tested the north-eastern, moderate chargeability / very high resistivity portion (200 meters) of the induced polarization (IP) anomaly exhibiting a coincidental gold-in-soil signature and anomalous trench results (i.e. trench TAD001 – TAD004 Zone).

The limited, shallow reverse circulation (RC) drilling outlined an approximately 135.0 meter wide, NE-trending, granitoid hosted, structural corridor appearing to encompass at least five distinct, gold-bearing, sheeted vein zones ranging from 1.0 meter to 31.0 meters in core length. Eight out of the 11 trench TAD001 to TAD004 zone holes returned significant gold intercepts, including seven holes yielding multiple significant and/or anomalous gold intercepts.

The mineralized structural corridor is characterized by significant gold intercepts over 1.0 meter to 8.0 meter core lengths occurring within more extensive, lower grade, mineralization envelopes attaining 15.0 meters to 31.0 meters in core length. Holes KBRC09024 and KBRC0937, intersecting what appears to be the same sheeted vein zone approximately 35.0 meters horizontally apart within the central section of the structural corridor returned mineralized intercepts of 8.0 meters grading 4.95 g/t gold, including 3.0 meters grading 12.89 g/t gold, and 28.0 meters grading 0.87 g/t gold. Similarly, holes KBRC09023 and KBRC09038, drilled in a scissor pattern along the northern margin of the structural corridor, yielded 4.0 meters grading 4.86 g/t gold and 31.0 meters grading 0.57 g/t gold, respectively from intercepts located approximately 8.0 meters horizontally apart along the same mineralized structure.

Thirteen out of the 18 holes described above were drilled on open ground along the northern flank of the Apapam mining lease (see “Kibi Project – Apapam Mining Lease” for details of this mining lease), with the drill traces extending from approximately 50.0 meters to 300.0 meters outside the concession boundary, and two additional holes straddle the concession boundary. Following the completion of a professional land survey, the approximately 1.42 square kilometer wedge of open ground lying between the Apapam mining lease and the Atewa Forest Reserve boundary was staked by us to cover the mineralization targets identified by the holes in question. The staking application was formally received by the Minerals Commission of Ghana on November 19, 2009 and is currently being processed, thus securing our priority staking status, however, as at the date of this proxy statement/prospectus, the application is still pending and there is no absolute assurance that this parcel of ground will be granted to our company. Refer to Table 1 for the claim status of individual Zone 3 drill holes.

NI 43-101 Reports

In July 2010, SEMS Exploration Services Ltd. prepared an independent technical report consistent with the Canadian Securities Administrators National Instrument 43-101 – Standards of Disclosure for Mineral Projects, Form 43-101F1 – Technical Report and Companion Policy 43-101 CP on our Kibi project.

As at the date of this proxy statement/prospectus, we have commissioned SEMS Exploration Services Ltd. to prepare an initial NI 43-101 compliant mineral resource estimate on the Big Bend and East Dyke gold zones located within Zone 2 of our Kibi gold project. This will constitute the first ever mineral resource estimate generated on a gold project within the underexplored Kibi Gold Belt.

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Phase III Drill Program

Based on the results of our 2009 Phase II drill program, we commenced and completed our follow-up Phase III drill program on our Kibi project during 2010 to:

• further test the dip and strike extensions of the gold mineralization zones identified in our Phase I and Phase II drill programs; and

• test IP / Resistivity anomalies spatially associated with the Kibi gold-in-soil trend. The Phase III drill program was implemented from July 2010 to December 15, 2010 by Burwash Drilling of Cobble Hill, British Columbia, Canada.

Results of Phase III Drill Program

Drilling highlights from the South Ridge granitoid of Zone 2 include surface or near surface granitoid-hosted gold mineralization intercepts of 19.5 meters grading 1.52 g/t gold in drill hole KBDD10085; 25.5 meters grading 1.50 g/t gold in hole KBDD10086 and 23 meters grading 1.74 g/t gold in hole KBDD10090. Hole KBDD10091 encountered a 17.0 meter intersection grading 2.42 g/t gold as noted in Table 1. These holes yielded significant gold intercepts, with all mineralized intercepts consisting of granitoid-hosted gold mineralization spanning from 2 meters to 72 meters in core length. Drilling and trenching traced an extensive system of en echelon extension vein arrays across an approximately 440 meter distance along the SE-trending South Ridge granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite to tonalite composition. Additional trenching/drilling is required to further define the extent and strike length of the quartz vein arrays, the structural controls of the mineralization and the contacts of the host granitoid body.

Ongoing diamond drilling has significantly expanded known gold mineralization down dip on the Zone 2 - Central granitoid at our Kibi project. Three step-back holes (685 meters) successfully expanded the gold mineralization to a down dip depth of up to approximately 115 meters. Drilling highlights include classical granitoid-hosted gold mineralization intercepts of 20 meters grading 2.43 g/t gold in KBDD10099; 58 meters grading 2.46 g/t gold, including 28 meters grading 3.67 g/t gold, in KBDD10101; 27 meters grading 1.98 g/t gold and 25 meters grading 1.76 g/t gold in KBDD10103.

The above-noted drill holes targeted the depth potential of the gold mineralization along the southeast portion of the Central Granitoid body located at the south-eastern extremity of the approximately 1,200 meter long by 500 meter to 800 meter wide Zone 2 gold-in-soil anomaly. All three holes were designed to test the down dip extension of gold mineralization along an approximately 100 meter strike extension of the host granitoid body; with the drilling centered on a flexure or possible fold nose imparting a change from a northwesterly trend to an easterly trend to the moderate, northerly dipping granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite to tonalite composition.

Hole KBDD10099 was drilled in a southwest direction on the NW-trending segment of the granitoid body. It was designed to undercut a mineralized intercept of 27.0 meters grading 4.03 g/t gold in hole KBDD10069 and yielded two significant mineralization intercepts located approximately 75 meters down dip of the KBDD10069 intercept, including: 20.0 meters grading 2.43 g/t gold from a down hole depth of 141 meters; and 7.0 meters grading 2.53 g/t gold from a down hole depth of 176 meters. Significant mineralization was traced over an approximately 115 meters down dip distance from surface on the KBDD10069 – KBDD10074 – KBDD10099 drill section.

Hole KBDD10101, consisting of a south trending borehole designed to test the nose of the flexure in the granitoid body at depth below an intercept of 25.4 meters grading 2.11 g/t gold yielded by scout diamond core hole KBD08012, returned a wide mineralized intercept of 58.0 meters grading 2.46 g/t gold from a down hole depth of 112 meters; approximately 45 meter down dip of the KBD08012 intercept. This 58 meter mineralized intercept encompasses an essentially barren, 11.0 meter core-length interval (130 meters to 141 meters) appearing to reflect the truncation of the mineralization by a post mineralization dyke; with the mineralized section above the dyke yielding an intercept of 18.0 meters grading 2.18 g/t gold (112 meters to 130 meters), and the segment below the dyke returning 28.0 meters grading 3.67 g/t gold (142 meters - 170 meters), including 15 meters grading 5.42 g/t gold. Hole KBDD10103, also consisting of a south trending borehole collared approximately 50 meters to the east of hole KBDD10101 along the northern, hanging wall flank of the easterly trending granitoid body, was designed to undercut intercepts of 15.0 meters grading 0.87 g/t gold and 33 meters grading 1.28 g/t yielded by scout diamond core hole KBD08013. Hole KBDD10103 returned two significant mineralization intercepts extending approximately 45 meters to 75 meters down dip from the lower KBD08013 mineralized intercept, including: 27.0 meters grading 1.98 g/t gold from a down hole depth of 131.0 meters, including 15.0 meters grading 3.23 g/t gold; and 25.0 meters grading 1.76 g/t gold from a down hole depth of 180.0 meters.

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The 2010 drilling and trenching efforts traced significant gold mineralization within the southeastern segment of the Central Granitoid over an approximately 300 meter strike extension of the host granitoid body and down to a maximum down dip distance 115 meters.

2011 Drill Program

On January 15, 2011, we commenced our 2011 drill program on our Kibi project. The drilling was primarily designed to expand known gold mineralization along strike and at depth within the southeast portion of the Central Granitoid body located at the south-eastern extremity of the approximately 1,200 meter long by 500 to 800 meter wide Zone 2 gold-in-soil anomaly.

Results of 2011 Drill Program

The first two diamond core holes from our 2011 drill program have significantly expanded known gold mineralization down plunge on the Zone 2 – East Dyke granitoid at our Kibi project. The vertical fan pattern holes (379 meters) successfully expanded the gold mineralization to a down plunge depth of approximately 200 meters.

Highlights of these holes include classical granitoid–hosted gold mineralization intercepts of:

• 15 meters grading 2.05 g/t gold, including 5 metersgrading 4.00 g/t gold, in KBDD11105; and
• 14 meters grading 2.36 g/t gold, including 5 meters grading 5.18 g/t gold, in KBDD11106.

At the time, drilling targeted the depth potential of the gold mineralization along the northern portion of the East Dyke granitoid body located at the south-eastern extremity of the approximately 1,200 meter long by 500 to 800 meter wide Zone 2 gold-in-soil anomaly. The two west trending, vertical fan pattern holes (-50^o & -70^o) were designed to undercut a mineralized intercept of 7 meters grading 4.83 g/t gold in scout hole KBD08010 located at the northern extremity of the easterly dipping host granitoid body. Other drilling highlights from the North zone – East Dyke granitoid include intercepts of: 8.49 g/t gold over 12 meters in hole KBD08004 and 6.29 g/t over 23 meters, including 8.66 g/t over 10 meters, in hole KBRC09047, and 2.97 g/t over 18 meters, including 6.32 g/t over 8 meters, in hole KBRC09042. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

The upper KBDD11105 borehole (-50^o dip) yielded a significant mineralized intercept of 15 meters grading 2.05 g/t gold, including 5 meters grading 4.0 g/t gold, from a down hole depth of 105 meters, approximately 60 meters down dip from the scout hole KBD08010 intercept; and the steeper KBDD11106 borehole (- 70^o) returned a mineralized intercept of 14 meters grading 2.36 g/t gold, including 5 meters grading 5.18 g/t gold from a down hole depth of 141 meters, approximately 65 meters down dip of the KBDD11105 intercept. To date, significant gold mineralization had been traced over an approximately 100 meter strike length and a 200 meter down plunge distance along the North zone of the East Dyke granitoid. Drilling to date indicated that the North zone consists of a northerly plunging (approx. 65^o) mineralized vein package appeared to be developed at a flexure in the host granitoid body.

Geological mapping and trenching efforts appear to indicate that the four auriferous granitoid bodies discovered to date on Zone 2 may form part of a continuous, folded granitoid body. To date, gold mineralization had been traced by drilling and trenching over an approximately 1,500 meter aggregate distance along the limbs and nose of this SE-trending fold structure. The mineralization remained open in all directions and drilling/trenching to further define the extent and geological controls of the mineralization was ongoing.

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In April 2011, a spectacular, coarse native gold-bearing, vein quartz clast was discovered by our local contracted placer gold miners along the Birim River valley within the north-central portion of the Apapam mining lease area. A photograph of the gold specimen has been posted on our website at www.xtragold.com. Although the complex geomorphologic setting and depositional history of the auriferous gravel deposits present along the base of the Atewa Range make it difficult to determine conclusive bedrock sources for the widespread placer gold occurrences, the high grade nature of this quartz vein gold mineralization renders it of considerable lode gold exploration significance.

A 3.5 kilometer long, NE-trending, chargeable/resistive induced polarization anomaly exhibiting a spatial relationship with a geophysically inferred, NE-trending, regional structural trend, and characterized by coincidental gold-in-soil anomalies and/or auriferous floats, lying approximately 1 kilometer northwest of the Birim River along the south-western margin of the approximately 5.5 kilometer long Kibi project gold trend, represents a possible bedrock source for the vein gold material; based on the fact that the gold specimen was discovered at the confluence of an alluvial gold-bearing, secondary stream dissecting this anomalous trend. Another possible bedrock source for the gold mineralization is the southwest extension of the Kibi Old Mine structure inferred to pass to the south of the Birim River.

At the time, a mechanized trenching program targeting the 3.5 kilometer long geophysical/geochemical trend and an extensive soil sampling program (75 line-kilometers) covering the possible southwest extension of the Kibi Old Mine structure within the central portion of the Apapam concession was scheduled for initiation in mid May, 2011. See the NI 43-101 Technical Report entitled “Kibi Project, Eastern Region, Ghana” dated July 12, 2010, filed under our company’s profile on SEDAR at www.sedar.com for further details regarding the aforementioned geophysical/geochemical target, the Kibi Old Mine prospect, and the geology and geomorphology of the Kibi Gold Belt placer gold deposits.

Two additional diamond core holes (586 meters) were drilled on the newly named Big Bend Gold Zone - Central granitoid at our Kibi gold project.

Highlights of these holes include classical granitoid–hosted gold mineralization intercepts of:

• 42 meters grading 2.39 g /t gold in KBDD11108 from 189 meters down-hole; and
• 27 meters grading 0.89 g/t gold in KBDD11107 from 127 meters down-hole.

The Big Bend gold zone was intersected approximately 215 meters down-plunge of previously identified mineralization; extending down-plunge potential from surface to approximately 360 meters along a through-like flexure within the central granitoid body.

These two southwest (225^o) trending, vertical fan pattern holes (-50^o & -75^o) targeting an embayment or wallrock protrusion developed along the hanging wall of the Central granitoid body represent the first holes drilled on the Big Bend gold zone during the current 20,000 meter drill campaign to follow up on the significant gold intercepts yielded by Phase III holes KBDD10101 and KBDD10103. Hole KBDD10101 collared approximately 210 meters to the west of the present drill collars returned 2.46 g/t gold over 58 meters, including 3.67 g/t gold over 28 meters; and KBDD10103 located 40 meters to the east of KBDD10101 yielded intercepts of 1.98 g/t gold over 27 meters and 1.76 g/t gold over 25 meters. To date, significant gold mineralization had been traced over an approximately 300 meter strike length and approximately 360 meters down plunge distance from surface along the Big Bend gold zone hosted by the Central granitoid body. Drilling to date indicated that the Big Bend zone consisted of northeasterly plunging, en echelon, mineralized vein packages appearing to be developed along a through-like flexure within the Central granitoid body.

The upper KBDD11107 borehole (-50^o dip) yielded a mineralized intercept of 27 meters grading 0.89 g/t gold from a down hole depth of 127 meters; and the steeper KBDD11108 borehole (-75^o) returned a mineralized intercept of 42 meters grading 2.39 g/t gold, including 14 meters grading 3.11 g/t gold and 9 meters grading 3.19 g/t gold from a down hole depth of 189 meters, approximately 100 meters down dip of the KBDD11107 intercept. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

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Both boreholes also intersected mineralization spatially associated with a northerly trending shear zone cross-cutting the Central granitoid; with KBDD11107 yielding a sheared diorite intercept grading 8.44 g/t gold over 3 meters from a down-hole depth of 60 meters; and sheared, graphitic metasedimentary rocks in KBDD11108 returning mineralized intercepts grading 2.12 g/t gold over 4 meters and 2.36 g/t gold over 5 meters, including 5.36 g/t gold over 2 meters, from down-hole depths of 87 meters and 116 meters. This newly discovered gold-bearing shear zone represented a very prospective target to be followed-up by additional trenching and drilling.

To date, we had completed 31 holes totaling 7,692 meters (KBDD11105 - KBDD11135) of our 2011 drill program (including KBDD11116 which was abandoned at 71 meters); with 15 out of the 31 holes (4,390 meters) targeting the Big Bend gold zone on the Central granitoid body. At the time, ongoing drilling efforts were focused on the further delineation of the Big Bend gold zone.

Ongoing drilling on the Big Bend gold zone on our Kibi gold project continues to intersect significant gold mineralization, including 2.42 g/t gold over 52 meters. At the time, assay results from six new diamond core holes (1,308 meters noted hereunder continued to confirm the down-plunge continuity and the multiple en-echelon vein package structural style of the mineralization, and demonstrated the occurrence of higher grade mineralization within the Big Bend gold system.

Highlights of the holes noted hereunder include classical granitoid – hosted gold mineralization intercepts of:

• 52 meters grading 2.42 g/t gold in KBDD11113 from 84 meters down-hole, including 27 meters grading3.58 g/t gold (and including 6.09 g/t gold over 12 meters);

• 50 meters grading 1.64 g/t gold in KBDD11110 from 158 meters down-hole, including 24 meters grading 2.45 g/t gold; and

• 50 meters grading 1.31 g/t gold in KBDD11114 from surface, including 20 meters grading 2.21 g/t gold.

To date, significant gold mineralization had been traced over an approximately 300 meter strike length and an approximately 360 meter down plunge distance from surface along the Big Bend gold zone hosted by the Central granitoid body. Drilling to date indicated that the Big Bend zone consisted of north-easterly plunging, en echelon, mineralized vein packages appearing to be developed along a through-like flexure within the Central granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition. Irregularities or flexures in the geometry of the host diorite bodies appear to strongly influence the development of veining and grade distribution; as is exemplified by the Big Bend zone on the Central granitoid and the East Dyke granitoid zone. Similar flexures have potential to host mineralization elsewhere along the strike or down-dip extensions of the extensive dioritic bodies characterizing our Kibi gold project.

Boreholes KBDD11109 – KBDD11110 and KBDD11111 – KBDD11112 consisting of a pair of south trending, vertical fan drill sections (-50^o & -75^o), collared approximately 45 meters apart were designed to test the quartz diorite body at depth between holes KBDD10103 and KBDD11108 which yielded significant gold intercepts located approximately 45 meters west and 50 meters east of the present drill sections, respectively. With KBDD10103 returning mineralized intercepts of 1.98 g/t gold over 27 meters and 1.76 g/t gold over 25 meters; and KBDD11108 returning an intercept of 42 meters grading 2.39 g/t gold.

The upper KBDD11109 borehole (-50^o) of the KBDD11109 – KBDD11110 vertical fan pattern yielded a mineralized intercept of 2 meters grading 5.75 g/t gold from a down-hole depth of 91 meters; and the steeper KBDD11110 borehole (-75^o) returned a mineralized intercept of 50 meters grading 1.64 g/t gold, including 24 meters grading 2.45 g/t gold, from a down-hole depth of 158 meters, approximately 75 to 125 meters down dip of the KBDD11109 intercept. The shorter KBDD11109 intercept appeared to represent the upper fringes of the north-easterly plunging mineralization zone.

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The upper KBDD11111 borehole (-50^o) of the KBDD11111 – KBDD11112 vertical fan pattern yielded mineralized intercepts of 22 meters grading 1.25 g/t gold and 18 meters grading 2.09 g/t gold, including 7 meters grading 4.18 g/t gold, from down-hole depths of 94 meters and 133 meters. The steeper KBDD11112 borehole (-75^o) yielded three mineralized intercepts developed over a 115 meter core-length starting at a down-hole depth of 130 meters, including: 47 meters grading 0.71 g/t gold, including 2.71 g/t gold over 6 meters; 18 meters grading 1.31 g/t gold; and 17 meters grading 2.0 g/t gold, including 3.89 g/t gold over 7 meters. The KBDD11112 mineralization envelope extended from approximately 55 meters to 120 meters down-dip of the upper KBDD11111 intercepts.

KBDD11113 and KBDD11114, consisting of vertical boreholes (-90^o) collared approximately 35 meters apart at the western extremity of the Big Bend gold zone, were designed to test the extensive system of shallowly dipping, extension (ladder) vein arrays associated with the mineralized system; and to obtain additional information on the structural controls of the mineralization. Hole KBDD11113 returned a mineralized intercept of 52 meters grading 2.42 g/t gold, including 27 meters grading 3.58 g/t gold (and including 6.09 g/t gold over 12 meters), from a down-hole depth of 84 meters; and KBDD11114 yielded an intercept of 50 meters grading 1.31 g/t gold from surface, including 20 meters grading 2.21 g/t gold.

To date, we had completed 34 holes totaling 8,550 meters (KBDD11105 to KBDD11138) of our 2011 drill program (including KBDD11116 which was abandoned at 71 meters after encountering 7 meters of 2.57 g/t gold from 64-71 meters); with 18 out of the 31 holes (5,248 meters) targeting the Big Bend gold zone on the Central granitoid body. Ongoing drilling efforts during that time frame focused on the further delineation of the Big Bend gold zone.

In June 2011, field preparations were underway for exploration programs in the third quarter of the fiscal year designed to fully maximize the discovery potential on our Kibi gold project.

The comprehensive and systematic field programs will include a combination of follow-up work to define drill targets on untested gold-in-soil and induced polarization (IP) anomalies lying along the approximately 5.5 kilometer long Kibi project gold trend located along the north-western margin of the Apapam mining lease; as well as first pass, grassroots exploration covering the southeastern portion (70%) of the concession, and the contiguous Akim Apapam reconnaissance license area. The multi-faceted work programs, including first pass (200 meters x 25 meters) and in-fill (100 meters x 25 meters) soil sampling, geological mapping and prospecting, hand auger sampling, and mechanized trenching, will also permit the prioritization and definition of geophysical anomalies produced by the completed, detail 100 meter line-spacing, airborne VTEM, magnetic, and radiometric survey over the Apapam property area.

To date, only approximately 15% of the existing Kibi gold project soil geochemistry / induced polarization (IP) survey grid, covering approximately 30% of the 33.65 square kilometer Apapam mining lease, had been subjected to follow-up work; with the ongoing 2011 drill program focused on Zone 2 of our Kibi gold project only representing approximately 3% of the total concession area. Limited trenching and scout drilling outside Zone 2 has traced the granitoid–hosted gold mineralization over an approximately 2,100 meter distance along the approximately 5.5 kilometer NE – trending Kibi Gold Trend. In combination with VTEM/Mag/Radiometric survey, these target generation/definition programs will enable our company to further define known gold occurrences outside Zone 2, and evaluate the remainder of this very prospective land position for the hosting of granitoid-hosted and Ashanti style shear zone gold mineralization.”

Line cutting for the Apapam South control grid, to be followed by soil sampling, commenced on June 13, 2011. Hand auger sampling and mechanized trenching will follow-up on untested gold-in-soil and induced polarization (IP) anomalies on the existing Kibi gold project grid and was expected to start by the end of June. At the time, these target generation/definition work programs were scheduled to be implemented concurrently over the next two to three months; with arrangements in progress for the booking of a second diamond drill rig to start testing high priority targets towards the end of the third quarter of the fiscal year.

Regional government mapping indicated that the Apapam South / Akim Apapam soil geochemistry survey area covers highly prospective terrain for the hosting of Ashanti style shear zone gold mineralization in the form of two major Birimian unit contacts, including the contact between an extensive metavolcanic rock sequence, forming the core of the Kibi Gold Belt, and a metasedimentary/volcaniclastic rock package; and a major north-east trending reverse fault along the eastern margin of the belt. The Kibi Old Mine historical lode gold prospect located at the north-central extremity of the Apapam concession is spatially associated with this regional structure.

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The first pass soil survey will cover an approximately 25 square kilometer area and encompass an estimated 5,450 samples to be collected at a sampling density of 200 meters x 25 meters. Reconnaissance geology and prospecting will also be conducted along the approximately 136 kilometers of NW-SE trending cross-lines. Every second sample (50 meter stations) will initially be submitted for gold and arsenic analysis (approximately 2,725 samples); with the “held – back” samples subsequently subjected for analysis where required to delineate / bracket anomalous gold-in-soil anomalies. Detailed (100 meters x 25 meters) follow-up soils and hand auger sampling will be conducted upon reception of analytical results to provide greater definition of gold-in-soil anomalies.

Untested gold-in-soil and IP anomalies lying within the existing Kibi gold project grid area will be followed-up by in-fill (100 meters x 25 meters) soil sampling and/or hand auger sampling, and mechanized trenching designed to identify high priority, cost-effective drill targets. Of particular interest is a 3.5 kilometer long, NE-trending, chargeable/resistive induced polarization (IP) anomaly exhibiting a spatial relationship with a geophysically inferred, NE-trending, regional structural trend, and characterized by coincidental gold-in-soil anomalies and/or auriferous floats lying along the south-western margin of the approximately 5.5 kilometer long Kibi project gold trend.

See the NI 43-101 Technical Report entitled “Kibi Project, Eastern Region, Ghana” dated July 12, 2010, filed under our company’s profile on SEDAR at www.sedar.com for further details regarding to the aforementioned Kibi Old Mine historical prospect and the high priority geophysical/geochemical target.

In August 2011, ongoing drilling on our Kibi gold project continued to intersect significant gold mineralization, including 2.67 g/t gold over 38 meters on the Big Bend gold zone – Central hranitoid and 4.88 g/t gold over 16 meters on the newly defined Mushroom gold zone at the southeastern extremity of the Upper Central Granitoid. Assay results from 19 new diamond core holes (5,055 meters), as noted hereunder, continued to confirm the down-plunge continuity and the multiple en-echelon vein package structural style of the Big Bend gold zone, and demonstrated the multiple gold deposit potential within Zone 2 of our Kibi gold project.

Highlights of the holes noted hereunder include:

• 16 meters grading 2.25 g/t gold and 38 meters grading 2.67 g/t gold in KBDD11133 from 152 meters and 182 meters down-hole, respectively (Big Bend gold zone);

• 32 meters grading 2.41 g/t gold in KBDD11136 from 149 meters down-hole, including 17 meters grading 4.01 g/t gold (Big Bend gold zone);

• Big Bend gold zone now traced over approximately 325 meter strike length and 450 meters down plunge from surface within the Central granitoid body;

• 16 meters grading 4.88 g/t gold, including 10 meters grading 7.38 g/t gold, from 67 meters down hole in KBDD11117, on the newly defined Mushroom gold zone on the Upper Central granitoid (as noted below); and

• 3 newly defined shear targets, including 34.80 g/t gold over 1 meter in coarse visible gold-bearing shear zone in KBDD11133.

These drill results are part of 2011 drill program. Holes included nine holes (2,913 meters) on the Big Bend gold zone, 3 holes (612 meters) on the newly defined Mushroom gold zone on the Upper Central granitoid, and 7 exploration holes (1,530 meters) on newly discovered shear and induced polarization (IP) / soil geochemistry targets.

At the time, drilling included nine holes on the Big Bend gold zone, including 8 holes (2,446 meters) designed to further delineate/infill the gold zone and 1 hole (KBDD11134; 467 meters) drilled down the plunge of the zone to obtain additional structural information on the multiple en-echelon vein package system and to test the continuity of the mineralization down plunge. The delineation/infill holes, with the exception of KBDD11115, consist of southerly trending boreholes (- 50^o to -75^o inclinations) collared on the northern, hanging wall flank of the easterly trending host diorite body and drilled across the ESE-trending, northerly dipping mineralization sheets.

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Holes KBDD11128, KBDD11133, and KBDD11135 to KBDD11137 were designed to further delineate/infill the Big Bend gold zone along strike at vertical depths ranging from approximately 90 meters to 175 meters. Boreholes KBDD11138 and KBDD11139 tested the down plunge extension of the zone at vertical depths of approximately 200 meters to 300 meters. Hole KBDD11115 consists of a vertical borehole (-90^o) collared at the western extremity of the Big Bend gold zone designed to test the extensive system of shallowly dipping, extension (ladder) vein arrays associated with the mineralized system; and to obtain additional information on the structural controls of the mineralization.

All eight Big Bend gold zone delineation/infill holes returned significant gold mineralization, including: intercepts of 2.25 g/t gold over 16 meters and 2.67 g/t gold over 38 meters from down hole depths of 152 meters and 182 meters in hole KBDD11133; and 0.78 g/t gold over 7 meters and 2.41 g/t gold over 32 meters (including 4.01 g/t gold over 17 meters) from down hole depths of 134 meters and 149 meters in KBDD11136. The KBDD11133 gold intercepts are located approximately 25 meters west and below mineralized intercepts of 1.98 g/t gold over 27 meters and 1.76 g/t gold over 25 meters yielded by previously reported hole KBDD10103. The KBDD11136 gold intercepts are located approximately 50 meters below mineralized intercepts of 22 meters grading 1.25 g/t gold and 18 meters grading 2.09 g/t gold in previously reported hole KBDD11111, and approximately 40 meters above and east of mineralized intercepts of 47 meters grading 0.71 g/t gold, 18 meters grading 1.31 g/t gold, and 17 meters grading 2.0 g/t gold in hole KBDD11112.

Hole KBDD11134 was drilled down the plunge of the Big Bend gold zone to obtain additional structural information on the multiple en-echelon vein package system, to test the continuity of the mineralization down plunge, and to serve as a pilot hole to permit better targeting of deeper holes along the down plunge extension of the zone. The NE-trending borehole (060^o/-58^o) was collared at the western, surface expression, extremity of the Big Bend gold zone and allowed to run unaided down the plunge and diagonally across (down dip) the system of stacked, approximately 70^o northerly dipping, mineralization sheets. KBDD11134 remained within the confines of the host Central granitoid body to its final depth of 467 meters; with the borehole stopped due to a shortage of drill rods.

Hole KBDD11134 yielded multiple mineralized intervals, ranging from 3 meters to 73 meters in core length, reflecting the en-echelon style vein packages forming the Big Bend gold zone mineralization, including: 1.51 g/t gold over 26 meters from a down hole depth of 6 meters, 3.03 g/t gold over 41 meters from a down hole depth of 96 meters, 2.04 g/t gold over 42 meters from a down hole depth of 223 meters, and 1.06 g/t gold over 73 meters from a down hole depth of 312 meters (see Table 1). The array of mineralized intervals produced a length weighted average grade of 1.62 g/t gold over a cumulative core length of 276 meters, and the hole returned 1.01 g/t gold, including internal dilution, over its 464 meter core length (3 meters to 467 meters); exemplifying the down plunge continuity of the Big Bend gold zone mineralization.

To date, significant gold mineralization had been traced over an approximately 325 meter strike length and an approximately 450 meter down plunge distance from surface along the Big Bend gold zone hosted by the Central granitoid body. Drilling to date indicated that the Big Bend zone consisted of north-easterly plunging, en-echelon, mineralized vein packages appearing to be developed along a trough-like flexure within the Central granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

Mushroom Gold Zone

Holes KBDD11117, KBDD11118 and KBDD11120 were designed to follow up on significant drill intercepts yielded by reverse circulation (RC) hole KBRC09060 and diamond drill hole KBDD10081 within the southeastern portion of the Upper Central granitoid, i.e. the newly defined Mushroom gold zone.

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Hole KBDD11117 consisting of the re-drilling of hole KBDD11116, which returned 7 meters grading 2.57 g/t gold before being abandoned due to technical difficulties at the 71 meter mark, was designed to follow up on scout hole KBRC09060 drilled down the dip of the host granitoid body to transect an extensive system of westerly dipping, sheeted quartz veining; with the borehole returning an intercept from surface of 39.0 meters grading 9.23 g/t gold uncut (3.54 g/t gold cut). The southeast trending KBDD11117 borehole designed to intersect the Upper Central granitoid at right angles from a collar position on the northeastern, hanging wall flank of the host granitoid body returned a mineralized intercept of 4.88 g/t gold over 16 meters, including 10 meters grading 7.38 g/t gold, from a down hole depth of 67 meters, approximately at the same vertical depth as the bottom of the KBRC09060 intercept.

Hole KBDD11118 designed to undercut a mineralized intercept of 9 meters grading 3.60 g/t gold in KBDD10081, approximately 60 meters to the northwest of KBDD11117, returned 2.57 g/t gold over 11 meters, including 5 meters grading 4.23 g/t gold, from a down hole depth of 84 meters, approximately 45 meters down dip of the KBDD10081 intercept. Drilling to date appeared to indicate that the Mushroom gold zone consists of a northeast plunging vein system spatially related to a series of pinch and swells in the Upper Central granitoid body.

Irregularities or flexures in the geometry of the host diorite bodies appear to strongly influence the development of veining and grade distribution; as is exemplified by the Big Bend gold zone on the Central granitoid, the East Dyke granitoid zone, and the newly defined Mushroom gold zone on the Upper Central granitoid. Similar flexures have potential to host mineralization elsewhere along the strike or down-dip extensions of the extensive dioritic bodies characterizing our Kibi gold project.

Shear Zone Targets

An approximately 0.5 meter wide, coarse visible gold bearing, quartz vein hosted within a fault breccia forming part of a prominent shear zone spanning over an approximately 10 meter core length returned 34.80 g/t gold over a 1 meter core length at a down hole depth of 398 meters in hole KBDD11133. This newly discovered northwest trending/northeasterly dipping shear zone represented a very prospective exploration target due to its emplacement along the southern limb of the Central granitoid body.

Boreholes KBDD11122 and KBDD11123 consisting of a west trending, vertical fan drill section (-50^o & -70^o) was designed to further test the northerly trending junction shear cross-cutting the Central granitoid; approximately 80 meters south of a 8.44 g/t gold over a 3 meter intercept yielded from the same structure in hole KBDD11107. The upper KBDD11122 borehole (-50^o) of the vertical fan pattern returned mineralized intercepts of 3 meters grading 3.14 g/t gold, including 7.59 g/t gold over 1 meter, and 5.15 g/t gold over 1 meter from down hole depths of 78 meters and 92 meters, respectively; and the steeper KBDD11123 hole (-70^o) returned an intercept of 2.45 g/t gold over 1 meter at a down hole depth of 126 meters, approximately 50 meters down dip of the KBDD11122 intercept.

To date, we had completed 54 holes totaling approximately 14,825 meters (KBDD11105 - KBDD11158) in our 2011 drill program (including KBDD11116 which was abandoned at 71 meters); with 24 out of the 54 holes (7,704 meters) targeting the Big Bend gold zone on the Central granitoid body. Ongoing drilling efforts during that time frame are currently focused on the further delineation of the newly defined Mushroom gold zone on the Upper Central granitoid.

In November 2011, ongoing drilling continued to confirm the down-plunge continuity and the multiple en-echelon vein package structural style of the Big Bend gold zone, and demonstrated the multiple gold deposit potential within Zone 2 of our Kibi gold project.

Highlights of the 15 diamond core holes (5,714 meters) noted hereunder include:

• 62 meters grading 1.57 g/t gold, including 2.00 g/t gold over 42 meters (and including 2.76 g/t gold over 19 meters) in KBDD11141 from 232 meters down-hole (Big Bend zone);
• 41 meters grading 1.62 g/t gold, including 2.18 g/t gold over 20 meters, in KBDD11143 from 249 meters down- hole (East Dyke- North zone);

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• Big Bend zone now traced over an approximately 325 meter strike length and 500 meter down plunge from surface within the Central granitoid body;
• South Ridge gold zone extended 170 meters further down dip than from 2010 drilling; gold mineralization now traced over distances of approximately 440 meters along the strike and 400 meters down the dip of the South Ridge granitoid body;
• New typical Kibi-type granitoid hosted vein system (i.e. Road Cut Zone) discovered in diorite body located 60 meters due south of the Central granitoid’s Big Bend zone; and
• Second diamond drill rig contracted to accelerate delineation/infill drilling of the Big Bend zone and East Dyke – North zone geared towards an initial resource estimate.

The following drill results are part of our 2011 drill program designed to delineate/infill the Big Bend gold zone – Central granitoid; as well as further test/delineate other prominent gold systems and geophysical / geochemical anomalies on the approximately 1,200 meter long by 500 to 800 meter wide Zone 2 gold-in-soil anomaly of our Kibi gold project. The 15 holes (KBDD11129 to KBDD11150) drilled at the time included: 6 holes (2,327 meters) on the Big Bend zone, including KBDD11142 which tested both the East Dyke and Big Bend zones; 3 holes (899 meters) on the East Dyke zone; 3 holes (1,211 meters) on the newly discovered Road Cut zone; 1 hole on the South Ridge granitoid zone (578 meters); and 3 geology/exploration holes (699 meters) designed to further define the geometry of Zone 2 diorite bodies.

Big Bend Zone (Central Granitoid)

Drilling included 6 holes (2,327 meters) on the Big Bend zone, including 4 holes designed to further delineate/infill the gold zone and 2 holes targeting the down plunge extension of the mineralized body. In addition, hole KBDD11146 targeting the southern diorite body hosting the Road Cut zone was collared on the footwall margin of the Central granitoid (i.e. Big Bend zone) but exited the Central granitoid body at a down-hole depth of 25 meters.

The Big Bend zone holes, with the exception of KBDD11142, consist of southerly trending boreholes

(- 60o to -77o inclinations) collared on the northern, hanging wall flank of the easterly trending host diorite body and drilled across the ESE-trending, northerly dipping mineralization sheets. KBDD11142 consists of a WNW-trending borehole originally designed to test the East Dyke zone but extended down to the Central granitoid to test the down plunge extension of the Big Bend zone and to obtain additional structural information on the mineralized vein system.

Holes KBDD11140 and KBDD11141 were drilled in a vertical fan pattern (-60^o and -72^o) with the upper borehole designed as an infill hole along the eastern portion of the Big Bend zone and the lower borehole targeting the down plunge extension of the mineralized body. The upper KBDD11140 borehole (-60^o) yielded mineralized intercepts of 7 meters grading 1.46 g/t gold and 15 meters grading 1.39 g/t gold from down-hole depths of 162 meters and 192 meters, and the steeper KBDD11141 borehole (-72^o) intersected 2.00 g/t gold over 42 meters from 241 meters down-hole, including a higher-grade core grading 2.76 g/t gold over 19 meters (251 meters to 270 meters), in a broader intercept grading 1.57 g/t gold over 62 meters from a down-hole depth of 232 m; approximately 100 meters vertically below the KBDD11140 intercept. This mineralization exhibited good continuity with an intercept of 42 meters grading 2.39 g/t gold, including 3.11 g/t gold over 14 meters and 3.19 g/t gold over 9 meters, in hole KBDD11108; approximately 50 meters above the KBDD11141 intercept.

Hole KBDD11142 initially targeted the East Dyke zone (see description below) but was extended down to the Central Granitoid to test the down plunge extension of the Big Bend zone and to obtain additional structural information on the mineralized vein system. The westerly trending (285^o) borehole diagonally transected (down dip) the easterly trending, steep northerly dipping system of stacked, mineralized vein sheets. This lower segment of KBDD11142 yielded multiple mineralized intervals, spanning from 350 meters to 468 meters down-hole, reflecting the en-echelon style vein packages forming the Big Bend zone mineralization, including: 6 meters grading 1.98 g/t gold; 20.1 meters grading 1.71 g/t gold; 3 meters grading 2.14 g/t gold; and 22 meters grading 1.43 g/t gold, including 3.19 g/t gold over 5 meters. The lowermost KBDD11142 intercept (446 meters-468 meters) lies approximately 150 meters below the KBDD11141 mineralized intercept and approximately 500 meters down plunge from the surface expression of the mineralized body.

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Holes KBDD11130, KBDD11131, and KBDD11132 were designed to further delineate/infill the down-dip extension of the western portion of the Big Bend gold zone, approximately 150 meters down-plunge from surface, at vertical depths ranging from approximately 150 meters to 280 meters. All 3 holes returned significant gold mineralization, including: intercepts of 1.75 g/t gold over 26 meters, including 12 meters grading 2.56 g/t gold, from a down-hole depth of 211 meters in hole KBDD11131; and 1.72 g/t gold over 6 meters, 3.21 g/t gold over 3 meters, and 0.81 g/t gold over 20 meters (including 5 meters grading 2.30 g/t gold) from down hole-depths of 237 meters, 264 meters, and 280 meters. The KBDD11131 gold intercept is located approximately 70 meters vertically below mineralized intercepts of 27 meters grading 1.98 g/t gold and 25 meters grading 1.76 g/t gold in KBDD10103, and approximately 70 meters below and 22 meters west of intercepts of 16 meters grading 2.25 g/t gold and 38 meters grading 2.67 g/t gold in KBDD11133.

To date, significant gold mineralization had been traced over an approximately 325 meter strike length and an approximately 500 meter down plunge distance from surface along the Big Bend gold zone hosted by the Central granitoid body. Drilling to date indicated that the Big Bend zone consisted of north-easterly plunging, en-echelon, mineralized vein packages appearing to be developed along a trough-like flexure within the Central granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

East Dyke – North Zone (KBDD11142 and KBDD11143)

Holes KBDD11142 and KBDD11143 consisting of a pair of west trending, vertical fan pattern holes (-55^o and -70^o) collared on the eastern (hanging wall) flank of the northern segment of the East Dyke granitoid, targeted the down-plunge extension of significant gold mineralization intersected earlier in the Fiscal Year by fan pattern holes KBDD11105 and KBDD11106; which returned 15 meters grading 2.05 g/t gold, including 5 meters grading 4.0 g/t gold, and 14 meters grading 2.36 g/t gold, including 5 meters grading 5.18 g/t.

The upper KBDD11142 borehole (-55^o dip) yielded a mineralized intercept of 26 meters grading 1.41 g/t gold, including 8 meters grading 2.37 g/t gold, from a down-hole depth of 200 meters, approximately 50 meters north and 25 meters below the KBDD11106 intercept; and the steeper KBDD11143 borehole (-70^o) returned a significant mineralized intercept grading 1.62 g/t gold over 41 meters, including 2.18 g/t gold over 20 meters, from a down-hole depth of 249 meters, approximately 80 meters down dip of the KBDD11142 intercept.

To date, significant gold mineralization had been traced over an approximately 150 meter strike length and a 320 meter down plunge distance along the north zone of the East Dyke granitoid (i.e. East Dyke – North zone). Drilling to date indicated that the north zone consisted of a northerly plunging (approx. 65^o) mineralized vein package appearing to be developed at a flexure in the host granitoid body.

Road Cut Zone (KBDD11144; New Zone)

Hole KBDD11144 (100^o/-55^o) returned a mineralized intercept of 30 meters grading 0.79 g/t gold (34 meters to 64 meters), including 19 meters grading 1.05 g/t gold, across a NNE-trending system of typical Kibi-type granitoid hosted quartz-albite-carbonate-sulphide veining. This new gold zone (i.e. Road Cut zone) is emplaced within an easterly trending quartz diorite body lying approximately 60 meters south of the Central granitoid; due south of the flexure along the Central granitoid appearing to control the Big Bend gold zone mineralization. Additional trenching/drilling is planned to further define the geometry of the host diorite body and the structural controls of the mineralization.

South Ridge Zone (KBDD11148)

Hole KBDD11148 (225^o/-55^o) was drilled as a combination geology/exploration borehole designed to further delineate the western extensions of the Central granitoid and South Ridge granitoid bodies, define the stratigraphy across the colluvium-filled valley separating the Central granitoid and South Ridge granitoid, and test the down dip potential of the central portion of the South Ridge gold zone.

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Hole KBDD11148 returned a significant, quartz diorite-hosted, mineralized intercept of 15 meters grading 1.40 g/t gold (452 meters to 467 meters), including 7 meters grading 2.53 g/t gold, appearing to correspond to the down dip extension of the South Ridge gold zone; approximately 170 meters down dip of the lowermost intercept of 47 meters grading 0.58 g/t gold in hole KBDD10086. The borehole also intersected two previously unmapped iron-carbonate altered quartz diorite bodies prospective for the hosting of Kibi-type granitoid hosted gold mineralization.

Drilling and trenching to date had traced an extensive system of en-echelon extension vein arrays across an approximately 440 meter distance along the SE-trending, moderately NE-dipping South Ridge granitoid body; with the present borehole appearing to extend the mineralization to a down-dip depth of approximately 400 meters.

Drilling Progress and Exploration Outlook

At the time, 70 holes totaling 18,932 meters had been completed by our company in our 2011 drill program, of which, including the 15 holes (5,714 meters) noted in the preceding paragraphs, 50 drill holes have been reported.

In November 2011, a new 20,000 meter drill contract, to be initiated following the completion of our 2011 drill program, had been signed with Burwash Drilling Limited, and our company also contracted Global Drilling Services for a second diamond drill rig (10,000 meters minimum) which commenced drilling on December 16, 2011.

One drill rig will be dedicated to the further delineation/infill drilling of the Big Bend zone and East Dyke – North zone geared towards an initial resource estimate. The second drill rig will focus on the further testing/delineation of other prominent Zone 2 gold systems including the South Ridge and Mushroom zones, the scout drilling of Zone 3 and Zone 4 trench showings and gold-in-soil anomalies, and the testing of priority geophysical targets yielded by the airborne VTEM, magnetic, and radiometric survey completed earlier in the fiscal year.

The results from 26 additional diamond core holes totaling 6,713 meters from Zone 2 of our Kibi gold project are noted hereunder.

Highlights of the drill results include:

• 17 meters grading 5.47 g/t gold, including 12.66 g/t gold over 4 meters, in KBDD11172 from 127 meters down- hole (Big Bend zone);
• 24.5 meters grading 3.43 g/t gold, including 4.70 g/t gold over 17 meters, in KBDD11176 from 165.5 meters down-hole (East Dyke - North zone);
• 20 meters grading 2.82 g/t gold in KBDD11157 from 92 meters down-hole (Mushroom zone – Upper Central granitoid);
• North zone traced approximately 465 meters down plunge from surface within the East Dyke granitoid body (KBDD11175);
• New typical Kibi-type granitoid hosted vein system discovered at depth within the apparent fold nose developed within the Central granitoid (KBDD11161); and
• Ongoing follow-up trenching on Double 19 zone within extensive Zone 3 gold-in-soil anomaly returns channel sample intercept of 2.27 g/t gold over 36 meters trench-length, including 2 meters grading 22.22 g/t gold, in trenches TAD022 to ADRS001.

These drill results are part of our 2011 drill program of our Kibi gold project. The 26 holes (KBDD11151 to KBDD11176) include: 6 holes (2,148 meters) on the Big Bend zone; 5 holes (1,157 meters) on the East Dyke zone; 7 holes (1,290 meters) on the Mushroom zone – Upper Central granitoid; 2 holes (433 meters) on the South Ridge granitoid zone; 2 holes (510 meters) on the recently defined Road Cut zone; and 4 geology/exploration holes (1175 meters) designed to further define the geometry of Zone 2 diorite bodies.

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Big Bend Zone (Central Granitoid)

Drilling included 6 holes (2,148 meters) on the Big Bend zone, including: 3 holes designed to further delineate/infill the gold zone (KBDD11160, KBDD11171, KBDD11172); 2 holes targeting the down plunge extension of the mineralization along the northwestern limb of the trough-like flexure (i.e. Big Bend) developed within the Central granitoid body (KBDD11169 to 170); and 1 hole (KBDD11161) drilled down the plunge of the zone to obtain additional structural information on the multiple en-echelon vein package system and to test the continuity of the mineralization down plunge.

Hole KBDD11172 consisting of a southwest trending borehole designed to further delineate the western extremity of the Big Bend zone, along the north-western limb of the trough-like flexure developed within the Central granitoid body, returned a high grade mineralized intercept grading 5.47 g/t gold over 17 meters, including 4 meters grading 12.66 g/t gold, from a down-hole depth of 127 meters. This mineralization exhibited good continuity with an intercept of 27.13 meters grading 2.12 g/t gold, including 4.01 g/t gold over 6.93 meters in KBDD10070, lying approximately 40 meters above and 20 meters to the south of the KBDD11172 intercept.

Hole KBDD11170 consisting of a deep exploratory borehole targeting the down plunge extension of the mineralization along the north-western limb of the trough-like flexure intersected several exploration significant intercepts distributed over an approximately 100 meter core-length from a down-hole depth of 243 meters, including 8 meters grading 1.10 g/t gold; approximately 175 meters down plunge from the KBDD11172 intercept.

Hole KBDD11161 was drilled down the plunge of the Big Bend zone, parallel to and approximately 75 meters to the southeast of similar down-plunge hole KBDD11134; with these down-plunge boreholes designed to obtain additional structural information on the multiple en-echelon vein package system, to test the continuity of the mineralization down plunge, and to serve as pilot holes to permit better targeting of deeper holes along the down plunge extension of the zone. The ENE-trending borehole (070^o/-55^o) was collared along the inner footwall margin of the host granitoid body, along the eastern limb of the trough-like flexure, and allowed to run unaided down the plunge and diagonally across (down dip) the system of stacked, approximately 70^o northerly dipping, mineralization sheets. KBDD11161 remained within the confines of the host Central granitoid body for its entirety; with technical difficulties forcing the borehole to be abandoned within a new mineralization zone at a down-hole depth of 537 meters.

Hole KBDD11161 yielded multiple mineralized intervals, ranging from 10 meters to 45 meters in core length, reflecting the en-echelon style vein packages forming the Big Bend zone mineralization, including: 1.50 g/t gold over 28 meters from a down hole depth of 3 meters; 1.22 g/t gold over 20 meters from a down hole depth of 116 meters; 2.0 g/t gold over 45 meters from a down hole depth of 159 meters; 1.57 g/t gold over 35 meters from a down hole depth of 231 meters; and 1.40 g/t gold over 25 meters from a down hole depth of 283 meters (see Table 1). The array of mineralized intervals produced a length weighted average grade of 1.60 g/t gold over a cumulative core length of 185 meters, and the hole returned 1.03 g/t gold, including internal dilution, over a 305 meter core length (3 meters to 308 meters); exemplifying the down plunge continuity of the Big Bend zone gold mineralization.

Technical difficulties forced KBDD11161 to be abandoned at the 537 meter mark within a zone of typical Kibi-type quartz-albite-carbonate-sulphide veining; with the bottom 11 meters of the borehole returning 1.23 g/t gold, including 2 meters grading 2.79 g/t gold. This new mineralization zone lies at a vertical depth of approximately 400 meters, approximately 160 meters east of the deepest down plunge extent of the Big Bend zone, within the apparent fold nose developed within the Central Granitoid.

At the time, significant gold mineralization had been traced over an approximately 325 meter strike length and an approximately 500 meter down plunge distance from surface along the Big Bend gold zone hosted by the Central granitoid body. Drilling to date indicated that the Big Bend zone consisted of north-easterly plunging, en-echelon, mineralized vein packages appearing to be developed along a trough-like flexure within the Central granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

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East Dyke – North Zone

Drilling efforts on the East Dyke included a deep hole targeting the down plunge extension of the mineralized system and a delineation hole in the upper portion of the zone. KBDD11175 consisting of a deep, westerly trending borehole collared on the eastern, hanging wall flank of the East Dyke granitoid returned typical granitoid hosted quartz-albite-carbonate-sulphide veining intercepts grading 0.88 g/t gold over 7 meters and 1.14 g/t gold over 10 meters from down-hole depths of 359 meters and 385 meters; approximately 145 meters further down plunge than the previous extent of the mineralization.

To date, significant gold mineralization had been traced over an approximately 150 meter strike length and a 465 meter down plunge distance along the North zone of the East Dyke granitoid (i.e. East Dyke – North zone). Drilling to date indicated that the north zone consisted of a northerly plunging (approx. 65^o) mineralized vein package appearing to be developed at a flexure in the host granitoid body.

Hole KBDD11176 designed to further define the northern extent of the East Dyke – North zone at a vertical depth of approximately 160 meters returned a significant mineralized intercept of 24.5 meters grading 3.43 g/t gold, including 4.70 g/t gold over 17 meters. This mineralization exhibited good continuity with an intercept of 14 meters grading 2.36 g/t gold in KBDD11106, approximately 45 meters to the east; and intercepts of 1.41 g/t gold over 26 meters and 1.62 g/t gold over 41 meters, including 20 meters grading 2.18 g/t gold, in holes KBDD11142 and KBDD11143, approximately 35 meters and 105 meters below the KBDD11176 intercept.

Mushroom Zone (Upper Central Granitoid)

Holes KBDD11151, KBDD11153 –KBDD11154, KBDD11157, and KBDD11158 were designed to further test the recently defined Mushroom zone; following a significant, near surface intercept of 4.88 g/t gold over 16 meters yielded by hole KBDD11117. Drilling to date appeared to indicate that the Mushroom zone consisted of a northeast plunging, en-echelon, vein system spatially related to a constriction in the south-eastern portion of the Upper Central granitoid body; with present hole KBDD11154 tracing the mineralization to a down-plunge depth of approximately 190 meters.

Hole KBDD11151 consisting of a southwest trending borehole targeting the down-plunge extension of the KBDD11117 intercept from a collar position on the north-eastern, hanging wall flank of the host granitoid body returned a mineralized intercept of 2.45 g/t gold over 15 meters from a down-hole depth of 110 meters, approximately 50 meters down plunge of the KBDD11117 intercept. The mineralization zone was also tested in a west-northwest direction by KBDD11157 which yielded an intercept of 2.82 g/t gold over 20 meters from a down-hole depth of 92 meters, approximately 20 meters below and 10 meters west of the KBDD11151 intercept.

Hole KBDD11154 consisted of the re-drilling (i.e. twinning) of KBDD11153 which was abandoned at 128 meters due to technical difficulties; with the boreholes having the same basic trace down to the 128 meter mark. KBDD11154 was drilled to a final depth of 344 meters. The northeast trending boreholes, drilled down the dip extension of the host granitoid body to obtain additional information on the structural controls of the mineralization, dissected the extensive system of south-westerly dipping, sheeted quartz veining in a down-plunge fashion along the mineralization shoot. These holes were collared adjacent to hole KBRC09060, a due east trending scout reverse circulation (RC) borehole, which returned an intercept from surface of 39.0 meters grading 9.23 g/t gold uncut (3.54 g/t gold cut). KBDD11154 returned a mineralized intercept of 81 meters grading 1.52 g/t gold from a down-hole depth of 3 meters, including 2.94 g/t gold over 13.5 meters, 2.56 g/t gold over 19 meters, and 2.21 gold over 10 meters. The borehole also yielded additional intercepts of 7 meters grading 2.20 g/t gold and 6.23 g/t gold over 1 meter from down-hole depths of 169 meters and 190 meters.

Double 19 Zone (Zone 3 Gold-In-Soil Anomaly)

Gold assay results for the first two trenches (109 meters) of an ongoing trenching program to follow-up on very encouraging 2008 trenching and 2009 scout reverse circulation (RC) drilling results on the Double 19 zone, located at the south-eastern extremity of the approximately 1,250 meter long Zone 3 gold-in-soil trend; approximately 600 meters southwest of the South Ridge zone on the Zone 2 gold-in-soil anomaly, are noted hereunder. The trenching program is designed to further define the geometry of the host diorite body and the structural controls of the mineralization in preparation for diamond drilling in the first quarter of 2012.

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Trench TAD022 (58 m) and road cut ADRS001 (51 meters) consisting of southeast and northwest trending excavations with a common start point yielded a combined channel sample intercept of 2.27 g/t gold over a 36 meters trench-length, including 2 meters grading 22.22 g/t gold, approximately 40 meters southwest of the TAD019 discovery trench. The Double 19 zone is characterized by an extensive system of granitoid-hosted, NE-trending, moderately NW-dipping, sheeted quartz veins exhibiting a spatial relationship with northeasterly trending shearing.

For reference purposes, reverse circulation (RC) hole KBRC09019 targeting the TAD019 trench returned a mineralized intercept of 30 meters grading 3.52 g/t gold, including 6.47 g/t gold over 14 meters, from a down-hole depth of 8 meters; with the discovery trench yielding a channel sample intercept of 4.93 g/t gold over a 45 meters trench-length, including 12 meters grading 10.12 g/t gold.

As at the year ended December 31, 2011, 80 holes totaling 21,795 meters have been completed by our company in our 2011 drill program.

2012 Diamond Drill Program

As at the date of this proxy statement/prospectus, in connection with our 2012 drill program or our Kibi gold project, we have received the assay results noted hereunder.

Initial Results of 2012 Drill Program

The 14 holes (KBDD11178 to KBDD12191) reported in Table 1 include: 2 holes (2,148 meters) on the East Dyke – North zone; Big Bend zone; 5 holes (1,157 meters) on the East Dyke zone; 7 holes (1,290 meters) on the Mushroom zone – Upper Central granitoid; 2 holes (433 meters) on the South Ridge granitoid zone; 2 holes (510 meters) on the recently defined Road Cut zone; and 4 geology/exploration holes (1,175 meters) designed to further define the geometry of Zone 2 diorite bodies.

Highlights of the drill results reported include:

• 25 meters grading 1.96 g/t gold, including 2.79 g/t gold over 9 meters, in KBDD12189 from 195 meters down- hole (Big Bend zone);

• 23 meters grading 1.50 g/t gold, including 2.80 g/t gold over 6 meters, in KBDD12187 from 331 meters down- hole (Big Bend zone);

• Work on an initial NI 43-101 - compliant mineral resource estimate on the Big Bend and East Dyke gold zones of the Kibi project’s Zone 2 has commenced by SEMS Exploration Services Ltd of Accra, Ghana.

The above drill results correspond to boreholes drilled in the latter part of 2011 and January 2012, designed to delineate/infill the Big Bend zone – Central granitoid and East Dyke –north zone; as well as to further test the southern portion of the East Dyke granitoid and a coincidental geophysical/geochemical anomaly lying to the south of the approximately 1,200 meter long by 500 to 800 meter wide Zone 2 gold-in-soil anomaly of our Kibi gold project. Holes reported above encompass KBDD11177 to KBDD12189 and KBDD12191, including: 6 holes (1,932 meters) on the Big Bend zone; 3 holes (537 m) on the East Dyke - North zone; 2 holes (430 meters) on the southern extension of the East Dyke granitoid; and 3 holes (435 meters) on the aforementioned induced polarization (IP) / gold-in-soil target. These 14 holes (3,334 meters) include 2 holes abandoned before reaching their targets due to technical difficulties, including: KBDD11182 (17.5 meters) which was re-drilled by KBDD11183; and KBDD11185 (83.5 meters) re-drilled by KBDD12186.

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The present drilling includes 6 holes (1,932 meters) on the Big Bend zone, including: 4 holes designed to further delineate/infill the lower extension of the gold zone at vertical depths of approximately 190 meters to 315 meters, approximately 300 meters to 425 meters down plunge from surface; and 1 structural modeling hole designed to further establish the geometry/attitude of the mineralized en-echelon vein package system. Highlights from the down plunge delineation/infill drilling on the Big Bend zone include: 25 meters grading 1.96 g/t gold, including 2.79 g/t gold over 9 meters, from a down-hole depth of 195 meters in KBDD12189; and 23 meters grading 1.50 g/t gold, including 2.80 g/t gold over 6 meters, from a down-hole depth of 331 meters in KBDD12187.

Hole KBDD11183 consisting of a NE-trending (055^o/-73^o) borehole collared within the central portion of the Big Bend zone was intentionally drilled down dip between mineralized sheets to help further establish the apparent, steep (70^o), northerly dipping, en-echelon vein package geometry of the mineralized system. As designed KBDD11183 appears to have descended down dip between the mineralized sheets; with the borehole appearing to intermittently skirt and/or obliquely pierce the footwall of the auriferous vein package to the north. KBDD11183 yielded multiple mineralized intercepts, ranging from 5 meters to 30 meters in core-length, extending from a down-hole depth of 28 meters to 224 meters, including: 1.84 g/t gold over 17 meters from a down-hole depth of 28 meters; 1.74 g/t gold over 26 meters, including 7 meters grading 4.01 g/t gold, from a down-hole depth of 128 meters; and 2.01 g/t gold over 30 meters, including 9 meters grading 4.53 g/t gold, from a down-hole depth of 195 meters.

To date significant gold mineralization has been traced over an approximately 325 meter strike length and an approximately 500 meter down plunge distance from surface along the Big Bend gold zone hosted by the Central granitoid body. Drilling to date indicates that the Big Bend zone consists of north-easterly plunging, en-echelon, mineralized vein packages appearing to be developed along a trough-like flexure within the Central granitoid body. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

The 10 holes (KBDD11178 to KBDD12191) reported in Table 1 total 2,293 meters from the Double 19 zone on Zone 3 of our Kibi gold project.

Highlights of the drill results and ongoing exploration activities reported include:

• 12 meters grading 10.32 g/t gold in KBDD12198 from 18 meters down-hole on newly defined Double 19 zone (Zone 3 – East);

• 26 meters grading 3.06 g/t gold, including 5.67 g/t gold over 10 meters, in KBDD12205 from 33 meters down- hole (Double 19 zone);

• Drilling / trenching to date appears to indicate that the Double 19 zone consists of a ENE-plunging, en-echelon, mineralized vein system traced to date over an approximately 165 meter strike length and an approximately 150 meter down plunge distance from surface;

• Scout drilling on Zone 4 identifies prominent, pyritic/graphitic shear zone centred on quartz feldspar porphyry sill; mineralized shear traced over an approximately 300 meter strike length and a 160 meter down-dip extension to date by 5 boreholes (Orange No. 5 zone);

• Scout trenching and deep hand auger sampling scheduled to begin this week on newly defined 1,200 meter long by 150 to 250 meter wide Akwadum South and Akim Apapam gold-in-soil anomalies identified by the ongoing Phase II soil program.

A map depicting the location of the Double 19 zone in connection with the mineralization zones can be viewed on our company’s website at www.xtragold.com.

Double 19 Zone (Zone 3 – East Gold-In-Soil Anomaly)

The above drill results on the Double 19 zone correspond to a February 2012, 10 hole (2,293 meters) drill campaign designed to follow-up on very encouraging trenching and 2009 scout reverse circulation (RC) drilling results. The Double 19 zone lies at the south-eastern extremity of the approximately 1,250 meter long Zone 3 gold-in-soil trend, approximately 600 meters southwest of the South Ridge zone on the Zone 2 gold-in-soil anomaly. See the map depicting the location of the Double 19 zone in connection with the mineralization zones which is available for viewing on our company’s website. The drilling was designed to further define the mineralization along strike and at depth, gain additional insight on the mineralization’s structural setting, and further delineate the geometry of the host diorite body.

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The above drilling tested the mineralized veining system over an approximately 100 meter strike distance and an approximately 80 meter down plunge extension from surface. Drilling highlights include: a near surface, saprolite (oxide) intercept of 16.5 meters grading 4.35 g/t gold from a down-hole depth of 4.5 meters in hole KBDD12208 designed to undercut the trench TKB022-ADRS003 mineralized intercept at the WNW extremity of the zone; a saprolite (oxide) intercept of 12 meters grading 10.32 g/t gold from a down-hole depth of 18 meters in KBDD12198 within the central portion of the zone; and intercepts of 19 meters grading 3.26 g/t gold and 26 meters grading 3.06 g/t gold from down-hole depths of 36 meters and 33 meters in holes KBDD12203 and KBDD12205 at the ENE extremity of the zone (drill fence with 30 meter collar separation). All holes, with the exception of KBDD12204 (NW-trending), consist of SE-trending boreholes with -50^oto -70^oinclinations. Gold mineralization is associated with quartz-albite-carbonate-sulphide veining developed within a rock body of quartz diorite composition.

Current ongoing drilling has traced the mineralization an additional 50 meters to the ENE of the KBDD12201-KBDD12203-KBDD12205 section in holes KBDD12231, KBDD12233, and KBDD12234; with these holes still in the process of being logged and sampled. Drilling / trenching to date appears to indicate that the Double 19 zone consists of a ENE-plunging, en-echelon, mineralized vein system traced to date over an approximately 165 meter strike length and an approximately 150 meter down plunge distance from surface.

Orange No. 5 Shear Zone (Zone 4 Gold-In-Soil Anomaly)

Recent scout drilling efforts to test high priority geophysical, soil geochemical, and geological targets along the 3.5 kilometer long Zone 4 gold trend located within the south-western portion of the Apapam mining lease identified a prominent sulphide-bearing shear zone centered on a strongly iron-carbonate altered quartz feldspar porphyry sill emplaced along and/or proximate to the contact between intercalated greywacke/siltstone and graphitic phyllite rock sequences.

The NE-trending, pyritic/graphitic, Orange No. 5 shear zone has thus far been traced over an approximately 300 meter strike length and an approximately 160 meter down-dip extension from surface (approximately 125 meters vertical) by 5 boreholes. The mineralized structure exhibits a high chargeability / high conductivity induced polarization signature and is spatially associated with a prominent Versatile Time Domain Electromagnetic (VTEM) resistivity/conductivity break. The spatial relationship of the Orange No. 5 shear zone with a quartz feldspar porphyry sill body constitutes a classical orogenic lode gold setting and demonstrates the multi-style mineralization potential of our Kibi gold project. Assay results for the 5 holes are pending from the laboratory.

Akwadum South / Akim Apapam Gold-In-Soil Anomaly Proofing

The ongoing 2011 – 2012 Phase II Apapam soil sampling program has produced 2 prominent, tight/linear, gold-in-soil anomalies persistently traceable over lengths of 1,200 meters and extending over widths of 150 meters to 250 meters, including: the Akwadum South anomaly located at the southeast extremity of the Apapam mining lease; and the Akim Apapam anomaly located within the central portion of the namesake reconnaissance license.

These gold-in-soil anomalies exhibit spatial relationships with areas of structural complexity identified by an aeromagnetic (+/- VTEM, Radiometric) - based regional structure study conducted by SRK Consulting (Canada) Inc. in 2011 on behalf of Xtra-Gold; particularly with intersections between major D₂-D₅fault corridors and major, late, E-W trending D₆faults. A scout trenching and deep hand auger (5 meters) sampling program designed to test

the subsurface geochemical signature and geological setting of the Akwadum South and Akim Apapam gold-in-soil anomalies is scheduled for initiation on or around April 27, 2012.

A mineralization map is available on our company’s website at www.xtragold.com.

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Double 19 Gold Shoot on Zone 3

Recent diamond drilling indicates good down-plunge continuity of gold grades on the Double 19 Shoot on Zone 3 of our Kibi gold project. The assay results for a three hole (KBDD12231, KBDD12233 and KBDD12234) drill section totaling 489 meters successfully expanded the high grade Double 19 gold shoot to a down-plunge distance of approximately 150 meters from surface.

Highlights of the drill results and ongoing exploration activities reported include:

• 50.5 meters grading 2.03 g/t gold, including 4.71 g/t gold over 14 meters, in KBDD12231 from 57.5 meters down-hole (Double 19 Shoot);

• 28 meters grading 3.14 g/t gold, including 5.01 g/t gold over 12 meters, in KBDD12233 from 39 meters down-hole (Double 19 Shoot);

• drilling / trenching to date appears to indicate that the high grade Double 19 gold shoot consists of a moderately, ENE-plunging vein system centred on an apparent fold nose developed within the host diorite body; with the gold shoot having an asymmetrical convex geometry possibly reflecting a fold-hinge stockwork vein zone; and

• 2 new, typical Kibi-type, diorite – hosted, quartz stockwork systems discovered proximal to Double 19 gold shoot within Zone 3 – East gold-in-soil anomaly.

The Double 19 gold shoot lies at the south-eastern extremity of the approximately 1,250 meters long Zone 3 gold-in-soil trend, approximately 600 meters southwest of the South Ridge zone on the Zone 2 gold-in-soil anomaly. A map depicting the location of the Double 19 shoot in relation to the Zone 2 mineralization zones has been posted on our company’s website.

The present drilling located approximately 50 meters northeast of the KBDD12201-203-205 section was designed to further test the down-plunge extension of the mineralization and gain additional insight on the geometry and structural controls of the gold shoot. The KBDD12201-203-205 section yielded mineralized intercepts of 19 meters grading 3.26 g/t gold and 26 meters grading 3.06 g/t gold, including 5.67 g/t gold over 10 meters in holes KBDD12203 and KBDD12205 (see Table 1).

The 3 hole, scissor-pattern, drill section encompasses a SE-trending borehole (KBDD12231) and a pair of NW-trending, vertical fan boreholes (KBDD12233 to KBDD12234) collared approximately 80 meters to the southeast, and at a 30 meter lower elevation, than the KBDD12231 collar position. Hole KBDD12231 (-55^o) returned a mineralized intercept of 50.5 meters grading 2.03 g/t gold, including 4.71 g/t gold over 14 meters, from a down-hole depth of 57.5 meters. The upper KBDD12233 borehole (-60^o) of the KBDD12233-234 vertical fan pattern returned an intercept of 28 meters grading 3.14 g/t gold, including 5.01 g/t gold over 12 meters, from a down-hole depth of 39 meters, and the steeper KBDD12234 hole (-75^o) yielded an intercept of 26.8 meters grading 2.69 g/t gold, including 4.73 g/t gold over 11 meters, from a down-hole depth of 35.5 meters, with both these intercepts cross-cutting the lower portion of the KBDD12231 mineralized intercept. Borehole KBDD12233 returned a second, deeper intercept of 10 meters grading 1.47 g/t gold from a down-hole depth of 138 meters but insufficient drilling information is available at this time to determine if this mineralization forms part of the Double 19 shoot or reflects a new deeper gold zone.

Drilling / trenching to date appears to indicate that the Double 19 shoot consists of a moderately, ENE-plunging vein system centred on an apparent fold nose developed within the host diorite body; with the gold shoot having an asymmetrical convex geometry possibly reflecting a fold-hinge stockwork vein zone. These drilling results extend the Double 19 shoot to a down-plunge distance of approximately 150 meters from surface; with the relatively shallow vertical depths of the mineralized intercepts reflecting the position of the zone along a steep slope exhibiting approximately 80 meters in topographical relief.

Recent trenching efforts on the Zone 3 – East gold-in-soil anomaly discovered two new, typical Kibi-type, diorite – hosted, quartz stockwork systems located approximately 100 meters west-southwest (trench TAD031) and 250 meters north-northwest (trench TAD036) of the Double 19 gold shoot, respectively. Assay results for these trenches are pending from the laboratory. Mechanized trenching and geological mapping is currently ongoing on these new prospective zones to further define the structural controls of the mineralization and the geometry of the host diorite bodies.

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Further Results of 2012 Drill Program

The 53 diamond core holes reported in Table 1 spanning from KBDD12190 to KBDD12256 (excluding holes KBDD12191-192, KBDD12194, KBDD12198, KBDD12200-201, KBDD12203-206, KBDD12208, KBDD12231, and KBDD12233-234) total 8,810 meters and include 11 holes (1,598 meters) on the Double 19 shoot (Zone 3 – East); 6 holes (801 meters) on the South Ridge zone (Zone 2); 7 holes (1,482 meters) on the Orange No. 5 shear (Zone 4); 22 holes (3,656 meters) to test geochemical / geophysical targets in Zone 3 and Zone 4; 3 holes (782 meters) on Zone 1; and 4 holes (491 meters) on the Kibi Old Mine prospect.

Highlights of the drill results and ongoing exploration activities reported include:

• 45 meters grading 2.20 g/t gold, including 7.80 g/t gold over 7 meters, in KBDD12237 from 40 meters down-hole (Double 19 Shoot);

• 36 meters grading 2.85 g/t gold, including 7.06 g/t gold over 7.7 meters, in KBDD12253 from 42.5 meters down-hole (South Ridge zone);

• Double 19 shoot extended to a down-plunge distance of approximately 205 meters from surface. Drilling / trenching to date appears to indicate that the high grade Double 19 gold shoot consists of a moderately, ENE-plunging vein system centred on an apparent fold nose developed within the host diorite body; with the gold shoot having an asymmetrical convex geometry possibly reflecting a fold-hinge stockwork vein zone;

• South Ridge zone follow-up drilling returns high grade stockwork-type gold mineralization spatially associated with broad, auriferous shear zone (KBDD12253);

• 2 new, typical Kibi-type, diorite-hosted, quartz stockwork systems discovered by scout drilling within central portion Zone 3 gold-in-soil anomaly; extending trace of granitoid-hosted gold mineralization to approximately 2.5 kilometers along the NE-trending Kibi gold trend; and

• prominent, gold-bearing shear zone centred on quartz feldspar porphyry sill (“QFP”) discovered by scout drilling within Zone 4 gold-in-soil anomaly (Orange No. 5 Shear). Spatial relationship with QFP

• constitutes classical orogenic lode gold setting and demonstrates multi-style mineralization potential of our Kibi gold project.

Double 19 Gold Shoot (Zone 3 – East)

The present drilling encompasses 11 boreholes (1,598 meters) on the Double 19 zone designed to better define the apparent fold-hinge structural setting of the gold shoot, further establish the continuity of the mineralization, and gain additional insight on the geometry of the host diorite body. The Double 19 shoot lies at the south-eastern extremity of the approximately 1,250 meters long Zone 3 gold-in-soil trend, approximately 600 meters southwest of the South Ridge zone on the Zone 2 gold-in-soil anomaly.

Borehole KBDD12237 designed as a 25 meter infill hole to test the continuity of the high grade mineralization between the KBDD12201-203-205 and KBDD12231-233-234 drill sections returned a mineralized intercept of 45 meters grading 2.20 g/t gold, including 7.80 g/t gold over 7 meters, from a down-hole depth of 40 meters. The southeast trending (- 60o) borehole appears to have diagonally dissected the apparent fold-hinge and upper, southern limb of the mineralization shoot from its collar position on the northern flank of the zone. KBDD12232 consisting of a southeast trending hole (-50o) collared vertically above the fold-hinge returned an intercept grading 1.32 g/t gold over 8 meters from a down-hole depth of 70 meters; with the hole trace appearing to have clipped the fringe of the fold-hinge at its convergence with the southern limb of the mineralization shoot. Other significant intercepts include 13 meters grading 1.40 g/t gold from a down-hole depth of 76 meters in KBDD12241, extending the Double 19 shoot to a down-plunge distance of approximately 205 meters from surface; and 1.0 g/t gold over 9 meters from a down-hole depth of 105 meters, approximately 50 meters down dip along the northern limb of the mineralization shoot.

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Drilling / trenching to date appears to indicate that the Double 19 shoot consists of a moderately, ENE-plunging vein system centred on an apparent fold nose developed within the host diorite body; with the gold shoot having an asymmetrical convex geometry possibly reflecting a fold-hinge stockwork vein zone. Mechanized trenching is currently ongoing to further define the structural controls of the mineralization and the geometry of the host diorite body.

South Ridge Zone (Zone 2 Gold-In-Soil Anomaly)

The South Ridge zone located at the north-western extremity of the approximately 1,200 meters long by 500 meters to 800 meters wide Zone 2 gold-in-soil anomaly was targeted by 801 meters of follow-up drilling to further define the structural controls of the mineralization and the contacts of the host granitoid body. Previous drilling and trenching traced an extensive system of en-echelon extension vein arrays over approximately 440 meter strike and 400 down-dip distances along the SE-trending, moderately NE-dipping South Ridge granitoid body. The present drilling consisted of 6 vertical holes arranged in 2 staggered (50 meters apart), southeast trending arrays of 3 holes at 50 meter centres; designed to better target the combination of the moderate easterly dipping shearing and the shallow, westerly dipping extensional vein systems.

Five out of the 6 holes returned significant, near surface mineralized intercepts, including: 36 meters grading 2.85 g/t gold, including 7.06 g/t gold over 7.7 meters, from a down-hole depth of 42.5 meters in KBDD12253; 20.5 meters grading 1.04 g/t gold from a down-hole depth of 13.5 meters in KBDD12210; and 4.46 g/t gold over 3.2 meters from a down-hole depth of 68.5 meters in KBDD12254. Gold mineralization is associated with quartzalbite-carbonate-sulphide veining developed within a rock body of quartz diorite to tonalite composition. The higher grade KBDD12253 intercept exhibits close spatial relationships with 2 mineralized intercepts from the 2010 drill program, including: 25 meters grading 0.73 g/t gold from a northeast trending, southeast dipping shear zone in KBDD10096; and 72 meters grading 0.93 g/t gold from an extensional vein system in KBDD10090. Further trenching and drilling is required to further define the geometry and structural controls of this large footprint, near surface auriferous vein system.

Zone 3 – Central (Gold-In-Soil Anomaly)

Scout drilling on gold-in-soil, geophysical, and geological targets within the central portion the approximately 2.5 kilometers long by 0.5 kilometers to 1.2 kilometers wide Zone 3 gold-in-soil trend yielded 2 new typical Kibitype granitoid hosted gold mineralization occurrences. Hole KBDD12224 located approximately 1 kilometer southwest of the Double 19 shoot in Zone 3 - East yielded a mineralized intercept of 19.5 meters grading 0.63 g/t gold, including 2.37 g/t gold over 1 meter, from a down-hole depth of 6 meters and KBDD12228 collared approximately 400 meters to the northeast returned 1.19 g/t gold over 10 meters from down-hole depth of 18 meters. Mechanized trenching and geological mapping is currently ongoing on these new prospective zones to further define the structural controls of the mineralization and the geometry of the host diorite bodies. To date, Zone 2 – Zone 3 drilling/trenching has traced the granitoid – hosted gold mineralization over an approximately 2.5 kilometers distance along the NE – trending Kibi gold trend.

Orange No. 5 Shear Zone (Zone 4 Gold-In-Soil Anomaly)

Scout drilling efforts to test high priority geophysical and soil geochemical targets along the 3.5 kilometers long Zone 4 gold trend located within the south-western portion of the Apapam mining lease identified a prominent northeast trending shear zone centred on a strongly iron-carbonate altered QFP emplaced along and/or proximate to the contact between intercalated greywacke/siltstone and graphitic phyllite rock sequences.

The moderately southeast dipping, pyritic/graphitic, Orange No. 5 shear zone has been traced to date over an approximately 300 meter strike length and approximately 175 meters down-dip distance from surface by 7 boreholes (1,482 meters). A 3 hole NW-trending drill fence intersected the structural corridor over an approximately 100 meters down dip distance; with holes KBDD12219, KBDD12220, and KBDD12251 returning 6 m grading 0.73 g/t gold from a down-hole depth of 85 meters, 19 meters grading 1.78 g/t gold from a down-hole depth of 134 meters, including 4.11 g/t gold over 6 meters, and 0.7 meters grading 41.40 g/t gold from a down-hole depth of 154.3 meters, respectively. The shear zone also yielded a significant mineralized intercept grading 2.24 g/t gold over 8.5 meters, including 5.76 g/t gold over 3 meters, from a down-hole depth of 99 meters in KBDD12252 located approximately 40 meters to the southwest of the aforementioned drill fence.

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The mineralized structure exhibits a high chargeability / high conductivity induced polarization (IP) signature and is spatially associated with a prominent Versatile Time Domain Electromagnetic (VTEM) resistivity/conductivity break. The spatial relationship of the Orange No. 5 shear zone with a QFP body constitutes a classical orogenic lode gold setting and demonstrates the multi-style mineralization potential of our Kibi gold project.

Kibi Old Mine Prospect

The present drilling encompasses 4 holes (491 meters) designed to better characterize the gold grade and structural setting of the Kibi Old Mine prospect located at the north-central extremity of the Apapam mining lease. The Kibi Old Mine structure was the focus of exploration and underground development work in the mid 1920’s and late 1930’s; including a main shaft sunk to a depth of 172 feet (~ 52.5 meters) with levels driven at depths of 65 feet and 150 feet (~20 meters and ~45.5 meters). Mineralization is hosted by an east-northeast striking, moderate southerly dipping, quartz-rich, composite structure emplaced within Birimian metasedimentary rock; spatially associated with a geophysically-interpreted dilational jog developed along a regional NE-trending structure.

Hole KBDD12199 consisting of a vertical hole intersected the “Main Reef” structure between the 65 foot and 150 foot levels at a depth of 26 meters; with a network of structure-parallel and shallow dipping extensional veins developed along the hanging wall flank of the main structure. The main fault vein returned 4.92 g/t gold over a 1.2 meter core length (26 meters – 27.2 meters); and the subsidiary vein system yielded a 15.5 meter intercept grading 0.71 g/t gold (10.5 meters – 26 meters). Holes KBDD12190, KBDD12193 and KBDD12195 targeted the down dip extension of the structure below the 150 foot level at vertical depths of approximately 60 meters to 145 meters; with the boreholes yielding mineralized intercepts grading 1.23 g/t gold over 6.3 meters, 0.94 g/t gold over 4.1 meters, and 0.62 g/t gold over 9 meters.

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