United States securities and exchange commission logo
July 6, 2023
Victor Nkansa
Chief Financial Officer
Xtra-Gold Resources Corp.
Monte Carlo #7
Paradise Island
Nassau, Bahamas
Re: Xtra-Gold Resources
Corp.
Form 20-F for the
fiscal year ended December 31, 2022
Filed March 31,
2023
File No. 333-139037
Dear Victor Nkansa:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2022
Updated Mineral Resource Estimate, page 26
1. We note you have
provided a cut-off grade estimate with your resource disclosure. Please
modify your filing to
provide all the necessary parameters to prepare this calculation, such
as the gold price used,
metallurgical recovery, operating costs (Mining, Processing, and
G&A) and discuss the
calculation methodology in your text. See Item 1304 (f)(1) of
Regulation S-K. In
addition, your statement your resources have reasonable expectations
of eventual economic
extraction does not conform to the S-K 1300 definition of the cut-
off grade. Please
revise.
Item 16F. Changes in Registrants Certifying Accountant, page 83
2. We note that you
changed your auditors from Harbourside CPA to BF Borgers CPA PC
during the financial
year ended 2022 and changed from RBSM LLP to Harbourside CPA
Victor Nkansa
FirstName LastNameVictor
Xtra-Gold Resources Corp. Nkansa
Comapany
July 6, 2023NameXtra-Gold Resources Corp.
July 6,2 2023 Page 2
Page
FirstName LastName
during the financial year ended 2021. Please amend your filing to
provide the applicable
disclosures required by Item 16F of Form 20-F.
Exhibit 1.5
Mineralization and Deposits, page E-55
3. Please have your QP modify your filing and provide a geologic cross
section of the local
geology as required by Item 601(B)(96)(iii)(b)(6)(iii) of Regulation
S-K.
Sample Preparation and Analytical Method, page E-122
4. Please have your QP modify your filing and provide your QP s opinion
as to adequacy of
your sample preparation, security, and analytical procedures. See Item
601(B)(96)(iii)(b)(8)(iv) of Regulation S-K.
Mineral Processing and Metallurgical Testing, page E-128
5. Please have your QP modify your filing and provide your QP s opinion
on the adequacy
of the metallurgical data, and test work with a statement of
recoveries related to your
salable products. See Item 601(b)(iii)(B)(10)(iv) and (v) of
Regulation S-K.
Reasonable Prospects for Eventual Extraction, page E-149
6. We note you have provided a cut-off grade estimate with your resource
disclosure, but are
unable to verify this estimate with the information provided. Please
have your QP modify
your filing and discuss the cut-off grade calculation methodology in
your report. See Item
601(b)(iii)(B)(11) of Regulation S-K. In addition, your statement your
resources have
reasonable prospects for eventual economic extraction does not conform
to the S-K 1300
definition of the cut-off grade. Please revise.
Mineral Resource Reporting, page E-155
7. Please have your QP modify your filing and provide your QP s opinion
on whether all
issues regarding relevant factors that influence the prospects of
economic extraction can
be resolved with further work as required by Item
601(b)(96)(iii)(B)(11)(vii) of
Regulation S-K.
Exhibit 99.1 Annual Financial Statements for the year ended December 31, 2022
Report of Independent Registered Public Accounting Firm, page 1
8. Please amend your filing to include an audit report for the last three
financial years ended
December 31, 2022. Refer to Item 8.A.2. of Form 20-F and the related
instructions.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Victor Nkansa
Xtra-Gold Resources Corp.
July 6, 2023
Page 3
You may contact Brian McAllister at (202) 551-3341 or Shannon Buskirk
at (202) 551-
3717 if you have questions regarding comments on the financial statements and
related matters.
For questions regarding comments on engineering matters, you may contact Ken
Schuler,
Mining Engineer, at (202) 551-3718.
FirstName LastNameVictor Nkansa Sincerely,
Comapany NameXtra-Gold Resources Corp.
Division of
Corporation Finance
July 6, 2023 Page 3 Office of Energy &
Transportation
FirstName LastName