Xtra-Gold Resources Corp. (TSX: XTG) (OTCQB: XTGRF) is pleased to announce that, further to its press release of September 12, 2025, it has closed an oversubscribed non-brokered private placement of 1,018,000 units for gross proceeds of $2,452,000. The Company sold: (i) 918,000 units at a price of $2.40 per unit, each unit being comprised of one common share and ½ of a common share purchase warrant, each whole warrant exercisable for one common share at the price of $2.80 for a period of 24 months; and (ii) 100,000 units to an insider of the Company at a price of $2.49, each unit being comprised of one common share and ½ of a common share purchase warrant, each whole warrant exercisable for one common share at the price of $2.93 for a period of 24 months. All warrants are non-transferable.

In connection with the Offering, the Company has paid cash finder’s fee in the amount of $142,812 and issued 59,280 non-transferable finder’s warrants to a qualified arm’s length finder. Each Finder’s Warrant entitles the holder to purchase one additional Share at a price of $2.50 per Share for a period of 24 months upon issuance.

Proceeds of the Offering will be used for general working capital purposes. All securities issued under the Offering are subject to a statutory hold period in accordance with applicable Canadian securities law and may not be traded until February 22, 2026, except as permitted by applicable securities legislation and the policies of the TSX.

The portion of the Offering acquired by an insider of the Company constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States, unless an exemption from such registration is available.

About Xtra-Gold Resources Corp.

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