SEDAR Interim Financial Statements

TRX Gold Corporation Interim Condensed Consolidated Financial Statements (Unaudited) For the three and six months ended February 28, 2026 and 2025 TRX Gold Corporation Interim Condensed Consolidated Statements of Financial Position (Unaudited) (Expressed in Thousands of US Dollars) The accompanying notes are an integral part of these interim condensed consolidated financial statements. 2 Note February 28, 2026 August 31, 2025 Assets Current assets Cash $ 26,026 $ 7,770 Amounts receivable 4 8,588 3,818 Prepayments and other assets 5 926 1,237 Inventories 6 20,008 13,018 Total current assets 55,548 25,843 Other long-term assets 4 5,048 3,916 Mineral property, plant and equipment 7 97,771 87,493 Total assets $ 158,367 $ 117,252 Liabilities Current liabilities Amounts payable and accrued liabilities $ 11,765 $ 18,164 Income tax payable 8 9,679 753 Current portion of deferred revenue 9 - 3,408 Current portion of lease liabilities 10 1,462 1,201 Current portion of borrowings 11 540 - Derivative financial instrument liabilities 12 - 1,011 Total current liabilities 23,446 24,537 Lease liabilities 10 1,438 1,606 Deferred income tax liability 8 18,114 15,670 Borrowings 11 1,722 - Provision for reclamation 1,221 1,151 Total liabilities 45,941 42,964 Equity Share capital 14 222,917 168,001 Share-based payments reserve 15 6,911 8,778 Warrants reserve 16 1,062 1,700 Accumulated deficit (145,750) (121,206) Equity attributable to shareholders 85,140 57,273 Non-controlling interest 17 27,286 17,015 Total equity 112,426 74,288 Total equity and liabilities $ 158,367 $ 117,252 TRX Gold Corporation Interim Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Unaudited) (Expressed in Thousands of US Dollars, except per share amounts) The accompanying notes are an integral part of these interim condensed consolidated financial statements. 3 Three months ended February 28, Six months ended February 28, Note 2026 2025 2026 2025 Revenue 22 $ 34,072 $ 9,107 $ 59,189 $ 21,635 Cost of sales Production costs (8,694) (5,790) (16,718) (11,636) Royalty (2,323) (593) (4,092) (1,535) Depreciation (2,003) (580) (3,112) (1,486) Total cost of sales (13,020) (6,963) (23,922) (14,657) Gross profit 21,052 2,144 35,267 6,978 General and administrative expenses 19 (5,006) (3,386) (6,697) (4,811) Change in fair value of derivative financial instruments 12 (23,521) 839 (30,521) 1,658 Foreign exchange gains (losses) 245 (76) (413) (153) Interest and other expenses 20 (205) (1,320) (539) (1,641) (Loss) income before tax (7,435) (1,799) (2,903) 2,031 Income tax expense 8 (6,342) (142) (11,370) (1,835) Net (loss) income and comprehensive (loss) income $ (13,777) $ (1,941) $ (14,273) $ 196 Net (loss) income and comprehensive (loss) income attributable to: Shareholders $ (20,376) $ (2,521) $ (24,544) $ (1,540) Non-controlling interest 6,599 580 10,271 1,736 Net (loss) income and comprehensive (loss) income $ (13,777) $ (1,941) $ (14,273) $ 196 Basic and diluted loss per share 13 $ (0.07) $ (0.01) $ (0.08) $ (0.01) The accompanying notes are an integral part of these interim condensed consolidated financial statements. 4 TRX Gold Corporation Interim Condensed Consolidated Statements of Changes in Equity (Unaudited) (Expressed in Thousands of US Dollars, except share amounts) TRX Gold Corporation Interim Condensed Consolidated Statements of Cash Flows (Unaudited) (Expressed in Thousands of US Dollars) The accompanying notes are an integral part of these inte --- rim condensed consolidated financial statements. 5 Six months ended February 28, Note 2026 2025 Operating Net (loss) income $ (14,273) $ 196 Adjustments for items not involving cash: Non-cash items 24 33,726 5,616 Changes in non-cash working capital: Increase in amounts receivable (4,770) (320) Increase in inventories (6,990) (2,838) Decrease in prepaid and other assets 922 144 (Decrease) increase in amounts payable and accrued liabilities (4,674) 2,450 Increase (decrease) in income tax payable 8,926 (845) Cash provided by operating activities $ 12,867 $ 4,403 Investing Exploration and evaluation assets and expenditures $ (292) $ (570) Purchase of mineral property, plant and equipment (14,852) (4,923) Increase in other long-term assets (1,132) (125) Cash used in investing activities $ (16,276) $ (5,618) Financing Borrowings $ 2,262 $ - Financing costs paid - (378) Proceeds from warrants exercised net of fees 19,645 - Proceeds from stock options exercised 1,010 - Proceeds from shares issued for cash 14 16 - Withholding taxes on settlement of share-based payments (872) (219) Lease payments 10 (809) (517) Cash provided by (used in) financing activities $ 21,252 $ (1,114) Net increase (decrease) in cash $ 17,843 $ (2,329) Cash and cash equivalents at beginning of the period(1) 7,770 8,331 Exchange gain/(loss) on cash and cash equivalents 413 - Cash and cash equivalents at end of the period(1) $ 26,026 $ 6,002 (1) Cash and cash equivalents are net of bank overdrafts ($nil at February 28, 2026; $nil at August 31, 2025; $1.0 million at February 28, 2025 and $nil at August 31, 2025). See Note 11. Taxes paid in cash $ - $ 994 Interest paid on leases $ 182 $ 158 TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 6 1. Nature of operations TRX Gold Corporation (“TRX Gold” or the “Company”) was incorporated in the Province of Alberta on July 5, 1990 under the Business Corporations Act (Alberta). On March 27, 2025, the Company completed its continuance from the jurisdiction of the Province of Alberta into the Province of British Columbia under the Business Corporations Act (British Columbia) (“Continuance”). The Company’s principal business activity is the exploration, development and production of mineral property interests in the United Republic of Tanzania (“Tanzania”). Subsequent to the Continuance, the Company’s registered office is 550 Burrard Street, Suite 2501, Vancouver, British Columbia, V6C 2B5, Canada. The Company’s principal place of business is 277 Lakeshore Road E, Suite 403, Oakville, Ontario, L6J 6J3, Canada. The Company’s common shares are listed on the Toronto Stock Exchange in Canada (TSX: TRX) and NYSE American in the United States of America (NYSE American: TRX). The Company is primarily focused on development and mining operations, exploring, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageou --- s basis; all of which are uncertain. 2. Basis of preparation a) Statement of compliance The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements do not include all disclosures required by IFRS Accounting Standards (“IFRS”) for annual financial statements and should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2025. These interim condensed consolidated financial statements were approved by the Board of Directors of the Company on April 10, 2026. b) Basis of presentation and measurement These interim condensed consolidated financial statements have been prepared on a going concern basis under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value as disclosed in Note 21. All amounts in these interim condensed consolidated financial statements are presented in United States dollars with all amounts rounded to the nearest thousand, except for share and per share data, or as otherwise noted. Reference herein of $ or USD is to United States dollars and C$ or CAD is to Canadian dollars. 3. Material accounting policies, judgements and estimates The accounting policies, judgements, and estimates applied in these unaudited interim condensed consolidated financial statements are consistent with those set out in Notes 3 and 4 of the Company’s annual consolidated financial statements for the year ended August 31, 2025. TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 7 Future changes in accounting policies not yet effective in the current period Presentation and Disclosure in Financial Statements (IFRS 18) On April 9, 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements (“IFRS 18”) to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 introduces significant changes to the structure of a company’s income statement and transparency in the presentation of management's non-IFRS performance measures and less aggregation of items into large and single numbers. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company will adopt the amendment on the date it becomes effective and based on the currently available information. The Company is currently evaluating the impact of the amendment on its consolidated financial statements prior to the effective date of January 1, 2027 Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures. The amendments clarify the date of recognition and derecognition of financial assets and liabilities, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion, add new disclosures for financial instruments with contractual terms t --- hat can change cash flows, and update the disclosure for equity investments designated at FVOCI. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier adoption permitted. The Company will apply the amendments in its financial statements beginning September 1, 2026. 4. Amounts receivable February 28, 2026 August 31, 2025 Receivable from precious metal sales $ 13 $ 20 Sales tax receivable(1) 11,876 7,246 Other 1,747 468 13,636 7,734 Less: Long-term portion (5,048) (3,916) Total amounts receivable $ 8,588 $ 3,818 (1) Sales tax receivables consist of harmonized services tax and value added tax (“VAT”) due from Canadian and Tanzanian tax authorities, respectively. Tanzanian tax regulations allow for VAT receivable to be refunded or set-off against other taxes due to the Tanzania Revenue Authority ("TRA"). The Company has historically experienced delays in receiving payment or confirmation of offset against other taxes. The Company is in communication with the TRA and there is an expectation for either cash payments or offsetting of VAT receivable against other taxes in the future. VAT which the Company does not expect to recover within the next 12 months has been classified as long-term assets. The Company held no collateral for any receivables. During the three and six months ended February 28, 2026, the Company recovered VAT refunds from the TRA of $0.3 million and $0.3 million, respectively (2025 – $0.9 million and $1.8 million, respectively). TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 8 5. Prepayments and other assets February 28, 2026 August 31, 2025 Prepaid expenses $ 708 $ 1,019 Deferred financing costs 218 218 Total prepayments and other assets $ 926 $ 1,237 6. Inventories February 28, 2026 August 31, 2025 Ore stockpile $ 14,148 $ 9,088 Gold in circuit 885 988 Gold doré 42 11 Total precious metals inventories 15,075 10,087 Supplies 4,933 2,931 Total inventories $ 20,008 $ 13,018 7. Mineral property, plant and equipment (1) Represents exploration and evaluation expenditures related to the Anfield and Stamford Bridge deposits on the Buckreef property. (2) Includes construction in progress of $9.4 million (August 31, 2025 - $3.7 million). (3) Includes automotive and computer equipment and software. (4) Includes leasehold improvements. Exploration and evaluation expenditures(1) Mineral properties Processing plant and related infrastructure(2) Machinery and equipment(3) Right-of- use assets Other(4) Total Cost As at August 31, 2025 $ 3,194 $ 52,918 $ 34,510 $ 3,044 $ 5,047 $ 353 $ 99,066 Additions 292 6,285 6,589 1,048 108 251 14,573 As at February 28, 2026 3,486 59,203 41,099 4,092 5,155 604 113,639 Accumulated depreciation As at August 31, 2025 $ - $ 6,143 $ 2,923 $ 1,509 $ 896 $ 102 $ 11,573 Depreciation - 3,110 374 317 484 10 4,295 As at February 28, 2026 - 9,253 3,297 1,826 1,380 112 15,868 Net book value As at August 31, 2025 $ 3,194 $ 46,775 $ 31,587 $ 1,535 $ 4,151 $ 251 $ 87,493 As at February 28, 2026 3,486 49,950 37,802 2,266 3,775 492 97,771 TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 9 8 --- . Income tax Taxation on income comprises current and deferred income tax. Current income tax is generally the expected tax payable on the taxable income for the year calculated using rates enacted or substantively enacted at the statements of financial position date in the countries where the Company’s subsidiaries operate and generate taxable income. The corporate income tax rate in Tanzania remained unchanged from the prior year at 30%. Under Tanzanian tax legislation, a company may utilize tax loss carry forwards to offset up to 60% (2025 - 60%) of taxable income in a given year, with the remaining 40% (2025 - 40%) subject to income tax at the statutory rate of 30%. Accordingly, until tax loss carry forwards are fully utilized, Buckreef Gold Company Limited (“Buckreef”) is subject to an effective income tax rate of approximately 12% (2025 - 12%). During the six months ended February 28, 2026, Buckreef fully utilized its remaining Tanzanian tax loss carry forwards of approximately $1.9 million. Deferred income tax is recognized using the liability method, based on temporary differences between consolidated financial statements carrying amounts of assets liabilities and their respective income tax bases. The carrying value of Buckreef’s Mineral Property, Plant and Equipment is higher than their tax written down values due to historical mining incentives in Tanzania and accelerated depreciation for tax purposes. The taxable temporary difference between the carrying value of Mineral Property, Plant and Equipment and its tax basis in excess of available tax loss carryforwards resulted in a deferred tax liability. The components of income tax expenses are recorded as follows Three months ended February 28, Six months ended February 28, 2026 2025 2026 2025 Current income tax expense (recovery) $ 5,802 $ (275) $ 8,926 $ 127 Deferred tax expense 540 417 2,444 1,708 Net income tax expense $ 6,342 $ 142 $ 11,370 $ 1,835 9. Deferred revenue On January 7, 2025, the Company entered into a Gold Prepayment Facility with Auramet International, Inc. (“Auramet Gold Prepayment Facility”) through which Buckreef may, at its discretion, sell up to an aggregate amount of 1,000 ounces of gold, up to 21 calendar days prior to delivery, on a revolving basis for a one-year term. On September 25, 2025, the Company amended the terms of the Auramet Gold Prepayment Facility to sell up to an aggregate amount of 1,500 ounces of gold for three months. On January 26, 2026, the Company amended the terms of the Auramet Gold Prepayment Facility to sell up to an aggregate amount of $8.0 million of gold, on a revolving basis for a one-year term. TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 10 Amount As at August 31, 2025 $ 3,408 Drawdown 24,170 Accretion of deferred revenue (Notes 20 and 24) 87 Revenue recognized (27,665) As at February 28, 2026 $ - As at February 28, 2026, the Company had nil gold ounces outstanding under the Auramet Gold Prepayment Facility. 10. Lease liabilities Lease liabilities are measured at the discounted value of future lease payments using the lease-specific incremental borrowing rate. Lease payments are apportioned between interest expense and the reduction of the liability. Interest expense is based on the lease-specific incremental borrowing rate at the --- commencement date of the lease. The incremental borrowing rate differs between each category of asset, location of asset and the duration of the lease. The Company’s lease liabilities are primarily comprised of mobile and other equipment for use in Buckreef’s mining operations. The carrying amounts of lease liabilities and movements during the period were: Amount As at August 31, 2025 $ 2,807 Additions 720 Accretion of lease liabilities (Note 24) 182 Lease payments (809) As at February 28, 2026 $ 2,900 February 28, 2026 August 31, 2025 Current portion of lease liabilities $ 1,462 $ 1,201 Lease liabilities 1,438 1,606 Balance at end of period $ 2,900 $ 2,807 TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 11 The following amounts are recognized in the statement of (loss) income and comprehensive (loss) income: Three months ended February 28, Six months ended February 28, 2026 2025 2026 2025 Depreciation expense for right-of-use assets (Note 7) $ 242 $ 224 $ 484 $ 386 Accretion of lease liabilities (Note 24) 94 88 182 158 Total amount $ 336 $ 312 $ 666 $ 544 As at February 28, 2026, the Company had the following lease commitments: Amount Not later than one month $ 158 Later than one month and not later than three months 286 Later than three months and not later than one year 1,285 Later than one year and not later than five years 1,478 Total undiscounted lease commitments $ 3,207 As at February 28, 2026, the carrying value of right-of-use assets amounted to $3.8 million (August 31, 2025 - $4.2 million). Equipment under lease contracts are depreciated over their useful lives as the purchase prices at the end of the lease terms are immaterial. 11. Borrowings February 28, 2026 August 31, 2025 Current portion of borrowings $ 540 $ - Borrowings 1,722 - Total borrowings $ 2,262 $ - During the first quarter 2026, the secured debt facility with Stanbic Bank Tanzania Limited (“Stanbic Facility”), which consists of a $5.0 million overdraft facility (Overdraft Facility”) to support working capital requirements and a $4.0 million vehicle and asset financing facility (“VAF facility”) for the purchase of machinery, equipment and vehicles was amended by reducing the $5.0 million overdraft facility to $4.0 million and increasing the VAF facility from $4.0 million to $5.0 million. The Overdraft Facility bears interest on any outstanding drawings at the United States Federal Funds Target Rate Midpoint plus a margin within a range of 4.10% to 4.13% with a floor rate of 9.5%, payable on a monthly basis. The Overdraft Facility is repayable on demand with a maximum tenor of twelve months. The VAF Facility bears interest on any outstanding drawings at the three-month Secured Overnight Financing Rate(“SOFR”) plus a margin within a range of 4.10% to 4.9% with a floor rate of 9.5%, payable on a monthly basis. Principal repayments on the VAF Facility is generally repayable equally over 36 months from the date of drawdown. TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 12 As of February 28, 2026, $nil of the Overdraft Facility was drawn, and $2.3 million of the VAF facility was drawn. The --- VAF facility is secured by the underlying asset. 12. Derivative financial instrument liabilities February 28, 2026 August 31, 2025 Derivative warrant liabilities $ - $ 1,011 Total derivative financial instrument liabilities $ - $ 1,011 a) Derivative warrant liabilities Amount As at August 31, 2025 $ 1,011 Change in fair value 32,106 Warrants expired (1,585) Warrants exercised (31,532) As at February 28, 2026 $ - During the three and six months ended February 28, 2026, the Company recognized a loss on fair value remeasurement of derivative warrant liabilities of $23.5 million and $30.5 million, respectively (2025 – gain of $0.8 million and $1.7 million, respectively), which has been recorded in the consolidated statements of (loss) income. During the period, derivative warrant liabilities were fully extinguished as a result of: • the exercise of 34.7 million warrants by holders, resulting in the issuance of common shares of the Company; and • the expiry of 1.5 million unexercised warrants. Upon exercise, the carrying value of the related derivative warrant liabilities was reclassified to share capital together with the cash proceeds received. Upon expiry, the carrying value of the derivative warrant liabilities was derecognized in accordance with the Company’s accounting policy in the consolidated statements of (loss) income. As at February 28, 2026, the Company had no outstanding derivative warrant liabilities (August 31, 2025: $1.0 million). TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 13 Fair values of derivative warrant liabilities were calculated using the Black-Scholes Option Pricing Model with the following assumptions: February 28, 2026 August 31, 2025 Share price $0.96 - $1.83 $0.39 Risk-free interest rate 0.00% - 3.73% 3.70% - 4.01% Dividend yield 0% 0% Expected volatility 0% - 81% 42% - 44% Remaining term (in years) 0.0 – 1.0 0.5 - 1.4 The fair value is classified as Level 3 as expected volatilities are determined using adjusted historical volatilities and were therefore not an observable input. 13. Loss per share Three months ended February 28, Six months ended February 28, 2026 2025 2026 2025 Net loss attributable to shareholders $ (20,376) $ (2,521) $ (24,544) $ (1,540) Weighted average number of common shares for basic EPS (1) 309,346,357 293,529,403 302,086,119 292,593,795 Weighted average number of common shares for diluted EPS (1) 309,346,357 293,529,403 302,086,119 292,593,795 (1) The weighted average number of common shares for basic and diluted EPS include 6.2 million of vested, but unissued, gross common shares relating to share-based compensation. For the three and six months ended February 28, 2026 and corresponding periods ended February 28, 2025, all outstanding options to purchase shares of common stock and restricted share units were excluded from the respective computations of diluted loss per share, as the Company was in a net loss position, and all potentially dilutive instruments were anti-dilutive and therefore not included in the calculation of diluted net loss per share. 14. Share Capital The Company’s authorized capital stock includes an unlimited number of common shares having no par value and preferred shares issuable in series (issued - nil). The Company does not currently pay dividends, and entitlement will --- only arise upon declaration. For the three and six months ended February 28, 2026, the Company issued 19,408 and 19,408 (2025 – nil and nil, respectively) common shares, respectively for cash proceeds of $0.02 million. As at February 28 2026, there were 325,682,864 issued and outstanding shares (August 31, 2025 – 284,861,895). TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 14 15. Share-based payments reserve The Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which was approved by the shareholders on August 16, 2019. The Omnibus Plan was subsequently updated and approved by the shareholders on February 27, 2025. The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to take into account the long-term corporate performance of the Company. The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”). The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan. Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation. Share-based compensation expense including withholding tax paid for the three and six months ended February 28, 2026 totaled $1.9 million and $2.2 million, respectively (February 28, 2025 – $1.3 million and $1.5 million, respectively). For the three and six months ended February 28, 2026, the Company issued 2,268,241 and 2,619,812 common shares, respectively (2025 - 1,390,713 and 1,909,928, respectively) relating to shares issued for services, contract share awards and exercise of RSUs. Upon issuance, $1 million and $1.2 million, respectively (2025 – $0.4 million and $0.8 million, respectively) was recognized in share capital for the three and six months ended February 28, 2026. As at February 28, 2026, the Company had 14,410,429 (August 31, 2025 – 6,742,580) share awards available for issuance under the Omnibus Equity Incentive Plan. a) Stock options Canadian Dollars denominated stock options Number of stock options Weighted average exercise price per share Balance – August 31, 2025 4,424,000 CAD $0.41 Exercised(1)(2) (3,575,000) CAD $0.41 Balance – February 28, 2026 849,000 CAD $0.41 (1) The weighted average share price at the time of the option exercise was --- C$1.55. (2) Of the 3,575,000 stock options exercised, 175,000 stock options were exercised cashless resulting in 129,440 common shares being issued. TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 15 Options to purchase common shares carry exercise prices and terms to maturity as follows: Remaining Number of options Expiry contractual Exercise price Outstanding Exercisable Date life (years) C$0.40 329,000 329,000 October 11, 2026 0.6 C$0.43 420,000 420,000 September 29, 2026 0.6 C$0.35 100,000 100,000 January 2, 2027 0.8 C$0.41(1) 849,000 849,000 0.6(1) (1) Total represents weighted average. US Dollars denominated stock options Number of stock options Weighted average exercise price per share Balance – August 31, 2025 10,500,000 $0.45 Granted 1,503,220 $0.92 Forfeited (120,000) $0.36 Exercised(1)(2) (80,000) $0.36 Balance – February 28, 2026 11,803,220 $0.51 (1) The weighted average share price at the time of the option exercise was $1.39. (2) Of the 80,000 stock options exercised, 80,000 were exercised cashless resulting in 50,179 common shares being issued. Options to purchase common shares carry exercise prices and terms to maturity as follows: Remaining Number of options Expiry contractual Exercise price Outstanding Exercisable Date life (years) USD $0.50 5,500,000 4,400,000 August 17, 2027 1.5 USD $0.45 2,400,000 1,440,000 August 28, 2028 2.5 USD $0.92 1,503,220 501,073 January 8, 2029 2.9 USD $0.36 2,400,000 960,000 December 24, 2029 3.8 USD $0.51(1) 11,803,220 7,301,073 2.3(1) (1) Total represents weighted average. For the three and six months ended February 28, 2026, share-based compensation expense related to stock options totaled $0.2 million and $0.3 million, respectively (2025 – $0.2 million and $0.3 million, respectively). TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 16 b) Restricted Share Units The following table sets out activity with respect to outstanding RSUs: Number of RSUs Balance – August 31, 2025 5,407,926 Granted 1,877,604 Forfeited (419,292) Exercised (933,620) Balance – February 28, 2026 5,932,618 For the three and six months ended February 28, 2026, share-based payment expenses related to RSUs totaled $0.6 million and $0.7 million, respectively (2025 – $1.0 million and $1.1 million, respectively). 16. Warrants reserve Number of warrants Weighted average exercise price per share Weighted average remaining contractual life (years) Balance – August 31, 2025 36,190,769 $0.62 0.9 Warrants exercised (34,652,309) $0.61 0.0 Warrants expired (1,538,460) $0.80 0.0 Balance – February 28, 2026 - - - During the six months ending February 28, 2026, a total of 34,652,309 warrants were exercised at a weighted average exercise price of $0.61 per warrant, resulting in cash proceeds of approximately $21.0 million and the Company paid broker fees of $1.4 million. Upon exercise, the related fair values previously recognized in the warrants reserve and derivative financial instrument liability were reclassified to share capital. In addition, 1,538,461 warrants expired unexercised during the period. The associated amount recorded in the warrants reserve c --- ontinued to be recognized in the Warrant Reserve within equity in accordance with the Company’s accounting policy. As at February 28, 2026, the Company had no warrants outstanding (August 31, 2025 – 36,190,769). TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 17 17. Non-controlling interest The changes to non-controlling interest are as follows: February 28, 2026 August 31, 2025 Balance at beginning of period $ 17,015 $ 11,136 Non-controlling interest’s 45% share of Buckreef’s comprehensive income 10,271 5,879 Balance at end of period $ 27,286 $ 17,015 Summarized financial information for Buckreef is disclosed below: Three months ended February 28, Six months ended February 28, Income Statement 2026 2025 2026 2025 Revenue $ 34,072 $ 9,107 $ 59,189 $ 21,635 Depreciation 2,003 580 3,112 1,486 Accretion expense 215 237 426 425 Income tax expense 6,342 142 11,370 1,835 Comprehensive income for the period 14,666 1,289 22,825 3,857 Statement of Financial Position February 28, 2026 August 31, 2025 Current assets $ 32,107 $ 21,223 Non-current assets 100,640 89,368 Current liabilities (20,853) (21,398) Non-current liabilities (22,405) (18,428) Advances from parent, net (22,494) (26,567) Six months ended February 28, Statement of Cash Flows 2026 2025 Cash provided by operating activities $ 19,019 $ 7,459 Cash used in investing activities (16,710) (5,773) Cash used in financing activities (2,822) (1,240) TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 18 18. Related party transactions Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions. Remuneration of Directors and key management personnel of the Company was as follows: Three months ended February 28, Six months ended February 28, Directors and key management personnel 2026 2025 2026 2025 Remuneration $ 1,534 $ 960 $ 1,985 $ 1,326 Share-based compensation expense 763 1,062 932 1,155 Incremental withholding tax on share-based compensation paid 1,107 - 1,107 - Total directors and key management personnel $ 3,404 $ 2,022 $ 4,024 $ 2,481 During the three and six months ended February 28, 2026, $0.2 million and $0.3 million for stock options granted to key management personnel was expensed, respectively (2025 – $0.2 million and $0.3 million, respectively) and $0.5 million and $0.6 million for RSUs granted to directors and key management personnel including incremental withholding tax on share-based compensation paid was expensed, respectively (2025 – $0.8 million and $0.8 million, respectively). During the three and six months ended February 28, 2026, $1.1 million and $1.1 million related to common share awards granted to key management personnel pursuant to their employment contracts including incremental withholding tax on share-based compensation paid was expensed, respectively (2025 – $0.1 million and $0.1 million, respectively). As of February 28, 2026, 3.5 million common shares vested from share-based compensation have yet to be issued. During the three and six months ended Febr --- uary 28, 2026, Buckreef recognized expenses of $0.2 million and $0.3 million related to loans provided by its parent, respectively (2025 – $nil and $0.1 million, respectively). TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 19 19. General and administrative expenses Three months ended February 28, Six months ended February 28, 2026 2025 2026 2025 Directors’ fees (Note 18) $ 101 $ 79 $ 192 $ 143 Insurance 51 59 103 120 Office and general 65 68 113 128 Shareholder information 325 214 544 365 Professional fees 380 233 626 402 Salaries and benefits (Note 18) 1,940 1,202 2,488 1,679 Consulting 118 181 294 396 Share-based compensation expense (Notes 15 and 18) 844 1,273 1,080 1,429 Incremental withholding tax on share- based compensation paid (Note 18) 1,107 - 1,107 - Travel and accommodation 51 60 107 112 Depreciation 15 14 29 29 Other 9 3 14 8 Total general and administrative expenses $ 5,006 $ 3,386 $ 6,697 $ 4,811 20. Interest and other expenses Three months ended February 28, Six months ended February 28, 2026 2025 2026 2025 Accretion of provision for reclamation (Note 24) $ 36 $ 36 $ 71 $ 71 Accretion of lease liabilities (Notes 10 and 24) 94 88 182 158 Accretion of deferred revenue (Notes 9 and 24) 28 114 87 196 Interest on borrowings 41 - 62 - Financing costs expensed 9 113 76 113 Share issuance costs expensed - 711 - 711 VAT written-off 2 20 2 20 Other (5) 238 59 372 Total interest and other expenses $ 205 $ 1,320 $ 539 $ 1,641 TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 20 21. Financial instruments Fair value of financial instruments The following table sets out the classification of the Company’s financial instruments as at February 28, 2026 and August 31, 2025: February 28, 2026 August 31, 2025 Financial Assets Measured at amortized cost Amounts receivable $ 8,588 $ 3,818 Measured at fair value through profit or loss Cash 26,026 7,770 Financial Liabilities Measured at amortized cost Amounts payables and accrued liabilities 11,765 18,164 Borrowings 2,262 - Measured at fair value through profit or loss Derivative financial instrument liabilities - 1,011 Cash and derivative warrant liabilities are classified as measured at fair value through profit and loss. Amounts receivable, amounts payable, and borrowings are classified as measured at amortized cost. The carrying value of the Company’s amounts receivable, amounts payable, and borrowings approximate their fair value due to the relatively short-term nature of these instruments. Fair value estimates are made at a specific point in time based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy, giving the highest priority to Level 1 inputs an --- d the lowest priority to Level 3 inputs, are as follows: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and • Level 3 – Inputs for assets or liabilities that are not based on observable market data. As at February 28, 2026 and August 31, 2025, cash was classified as Level 1 and derivative financial instruments (Note 12) were classified as Level 3 under the fair value hierarchy. TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 21 22. Segmented information Operating segments The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the operating results, assesses the performance and makes capital allocation decisions of the Company viewed as a single operating segment engaged in mineral exploration and development in Tanzania. All amounts disclosed in the interim condensed consolidated financial statements represent this single reporting segment. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and does not meet the definition of an operating segment as defined in IFRS 8, Operating Segments. Geographic segments The Company is in the business of mineral exploration and production in Tanzania. Information regarding the Company’s geographic locations are as follows: Three months ended February 28, Six months ended February 28, Revenue 2026 2025 2026 2025 Tanzania $ 34,072 $ 9,107 $ 59,189 $ 21,635 Total revenue $ 34,072 $ 9,107 $ 59,189 $ 21,635 During the three and six months ended February 28, 2026, the Company generated 77% and 82%, respectively (2025 – 85% and 89%, respectively) of its revenue from one (2025 – one) customer totalling $26.1 million and $48.6 million, respectively (2025 – $7.7 million and $19.3 million, respectively). Non-current assets February 28, 2026 August 31, 2025 Canada $ 109 $ 12 Tanzania 102,710 91,397 Total non-current assets $ 102,819 $ 91,409 23. Commitments and contingencies Commitments: In order to maintain its existing mining and exploration licenses, the Company is required to pay annual license fees. As at February 28, 2026 and August 31, 2025, these licenses remained in good standing and the Company is up to date on its license payments. As at February 28, 2026, the Company had contractual commitments for capital expenditures of $1.8 million (August 31, 2025 - $2.2 million). Contingencies: On an ongoing basis, the Company is subject to various claims, tax audits and other legal disputes, the outcomes of which cannot be assessed with a high degree of certainty. TRX Gold Corporation Notes to the Interim Condensed Consolidated Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Thousands of US dollars, except for share and per share amounts) 22 24. Non-cash items Six months ended February 28, 2026 2025 Depreciation $ 3,141 $ 1,515 Change in fair value of derivative financial instruments (Note 12) 30,521 (1,658) Share-based compensation expense (Note 15) 1,080 1,513 Accretion of provision for reclamation 71 71 Deferred income tax expense (Note 8) 2,444 1,708 Accretion of lease liabilities (Note 10) 182 1 --- 58 Deferred revenue (Note 9) (3,495) 1,068 Accretion of deferred revenue (Note 9) 87 196 Foreign exchange (gain)/losses (413) 72 Financing costs expensed (Note 5) - 953 VAT impaired - 20 Others 108 - Total non-cash items $ 33,726 $ 5,616 For the three and six months ended February 28, 2026, a decrease in amounts payable and accrued liabilities related to purchase of mineral property, plant and equipment was $0.8 million and $1.7 million (2025 – increase of $0.2 million and $0.3 million, respectively).