exh 991

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# exh 991

Source: https://www.sec.gov/Archives/edgar/data/1173643/000117184324006630/exh_991.htm
Fetched: 2026-09-12T06:45:28.339+00:00
Source artifact: 382605b0-da30-4d4a-bf35-c12034140d55
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## Content

# exh 991
EX-99.1
2
exh_991.htm
EXHIBIT 99.1
Exhibit 99.1
ANNUAL INFORMATION FORM
(for the year ended August 31, 2024)
November 29, 2024
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
iii
Glossary of Technical Terms
iv
Corporate Structure
1
Intercorporate Relationships
2
General Development of the Business Over the Last Three Years
2
Description of the Business
5
General
5
Risk Factors
8
Risks Relating to the Company
8
Risks Relating to the Market
14
Risks relating to the Securities of the Company
16
Mineral Projects
18
Buckreef Gold Mine Project
18
Introduction
19
Location, Property Description and Ownership
19
Geology and Mineralization
20
Exploration, Drilling, Sampling and QA/QC
20
Mineral Processing and Metallurgical Testing
21
Mineral Resource Estimation
21
Exploration Targets
22
Mineral Reserves
22
Interpretations and Conclusions
23
Recommendations
24
Dividends And Distributions
24
Description Of Capital Structure
24
Common Shares
24
Omnibus Plan
25
Options
25
Restricted Share Units
25
Deferred Share Units
26
Performance Share Units
26
Constraints on Ownership – Canada
26
Market For Securities
27
Prior Sales
28
Escrowed Securities And Securities Subject To Contractual Restriction On Transfer
28
Directors And Officers
28
Conflicts of Interest
30
Audit Committee
30
Reliance on Certain Exemptions
31
Audit Committee Oversite
31
Pre-Approval Policies and Procedures
31
External Auditor Service Fees
32
Promoters
32
Legal Proceedings And Regulatory Actions
32
Legal Proceedings
32
Regulatory Actions
32
Interest Of Management And Others In Material Transactions
32
Transfer Agents and Registrars
33
Material Contracts
33
Interests Of Experts
34
Additional Information
34
SCHEDULE “A”
35
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Information Form (“ Annual Report ”) contains
forward-looking statements. These forward-looking statements reflect our current view about future plans, intentions or expectations and
include, in particular, statements about our plans, strategies and prospects and may be identified by terminology such as “may,”
“will,” “should,” “expect,” “scheduled,” “plan,” “intend,” “anticipate,”
“believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of
those terms or other comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about
us. Although we believe that our plans, intentions and expectations are reasonable, we may not achieve our plans, intentions or expectations.
Important factors that could cause actual results to differ materially
from the forward-looking statements we make in this Annual Report set forth under the caption “Risk Factors”. We undertake
no obligation to update any of the forward-looking statements after the date of this Annual Report to conform those statements to reflect
the occurrence of unanticipated events, except as required by applicable law. You should read this Annual Report with the understanding
that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify
all our forward-looking statements by these cautionary statements.
In this Annual Report, “we,” “us,” “our,”
“the Company,” and “TRX” refer to TRX Gold Corporation and its subsidiaries, unless the context otherwise requires.
Unless otherwise stated, all dollar amounts in this Annual Report refer to U.S. dollars.
The disclosure contained in this Annual Report of a scientific or technical
nature relating to the Company’s Buckreef Project has been summarized or extracted from the technical report entitled “The
National Instrument 43-101 Independent Technical Report, Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzania,
East Africa For TRX Gold” with an effective date (the “Effective Date”) of May 15, 2020 (the “2020 Technical Report”).
The 2020 Technical Report was prepared by or under the supervision Mr. Wenceslaus Kutekwatekwa (Mining Engineer, Mining and Project Management
Consultant) BSc Hons (Mining Eng.), MBA, FSAIMM, of Virimai Projects, and, Dr Frank Crundwell, MBA, PhD, a Consulting Engineer, each of
whom is an independent Qualified Person as such term is defined in NI 43-101. The information contained herein is subject to all of the
assumptions, qualifications and procedures set out in the 2020 Technical Report and reference should be made to the full details of the
2020 Technical Report which has been filed with the applicable regulatory authorities and is available on the Company’s profile
at www.sedarplus.ca. The Company did not complete any new work that would warrant reporting material changes in the previously reported
Mineral Resource (“MRE”) and Mineral Reserve statements during the period ended May 31, 2024. The MRE and economic analysis
was previously conducted under the 2003 CIM Code for the Valuation of Mineral Properties which may be different than the November 2019
guidelines.
iii
Glossary of Technical Terms
Assay
To analyze the proportions of metals in an ore.
Au
The elemental letters for gold.
CIM
Canadian Institute of Mining, Metallurgy and Petroleum.
Diamond drilling
A form of core drilling which uses a rotary drill with a diamond drill bit attached in order to create precisely measured holes from which rock samples, ‘core’ are extracted.
Dyke
A tabular igneous intrusion that cuts across (discordant) the bedding orfoliation of the country rock.
Fault
A planar fracture or discontinuity in a volume of rock, across which there has been displacement of one rock mass against the other.
Feasibility study
A feasibility study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a pre-feasibility study.
Fracture
A general term for any surface within a mass across which there is no cohesion, e.g. a ‘crack’, fault or joint.
Grade
The relative quantity or percentage of ore-mineral content in an orebody.
Indicated Mineral Resource
Indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
Inferred Mineral Resource
Inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
Kilometres or km
Metric measurement of distance equal to 1,000 metres (or 0.6214 miles).
Processing plant
A facility for processing ore to recover minerals.
Mineral Reserve
Mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of a Qualified Person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
iv
Measured Mineral Resource
Measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Mineralization
The ‘deposition’ of economically important metals in the formation of ore bodies or "lodes”.
NI 43-101
National Instrument 43-101, “ Standards of Disclosure for Mineral Projects ”, as adopted by the Canadian Securities Administrators, as the same may be amended or replaced from time to time, and shall include any successor regulation or legislation.
Ore
A mineral or an aggregate of minerals from which a valuable constituent, especially a metal, can be profitably mined or extracted.
Porphyry
An igneous rock of any composition that contains conspicuous phenocrysts in a fine-grained ground mass.
Pre-feasibility Study (preliminary feasibility study)
A pre-feasibility study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A pre-feasibility study is at a lower confidence level than a feasibility study.
Probable Mineral Reserve
Probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Proven Mineral Reserve
Proven mineral reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect potential economic viability.
Qualified Person
An individual

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