UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 40-F/A
(Amendment No. 1 to Form 40-F filed on November 29, 2022)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended August 31, 2022 | Commission File Number 001-32500 |
TRX GOLD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Alberta, Canada
(Jurisdiction of Incorporation or Organization)
| Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification Number | |
| 1041 | N/A |
277 Lakeshore Road East, Suite 403
Oakville, Ontario
Canada L6J 1H9
909 000-0000
(Address of Principal Executive Offices)
(Name, address (including zip code) and telephone number (including area code) and of agent for service in the United States
National Registered Agents, Inc.
1015 15th Street N.W., Suite 1000
Washington, D.C. 20005
202 572-3133
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares | TRX | NYSE American |
Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE
For annual reports, indicate by check mark the information file with this Form:
☒ Annual information form ☒ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: (as of August 31, 2022).
Indicate by check mark whether the registrant (1) has filed all repsorts required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 2.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
This Amendment No. 1 on Form 40-F/A (the “Amended Report”) amends the Report on Form 40-F of TRX Gold Corporation (the “Company”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2022 (the “Original Filing”).
This Amended Report is filed solely to provide the Company’s Consolidated Financial Statements for the fiscal year ended August 31, 2022, in Inline XBRL pursuant to Rule 201of Regulation S-T.
Other than the foregoing, this Amended Report speaks as of the original date of the Original Filing, does not reflect events that may have occurred subsequent to the date of the Original Filing and does not modify or update in any way disclosures made in the Original Filing.
EXHIBITS
| Exhibit | Description | |
| 99.3 | Audited Consolidated Financial Statements for the fiscal year ended August 31, 2022 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page from this Annual Report on Form 40-F, formatted as Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant hereby certifies that it meets all of the requirements for filing this Form 40-F and has duly caused this amendment No. 1 to annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: November 30, 2022 | TRX GOLD CORPORATION | ||
| By: | /s/ Stephen Mullowney | ||
| Stephen Mullowney, Chief Executive Officer | |||
| (Principal Executive Officer”) | |||
