exh 992

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# exh 992

Source: https://www.sec.gov/Archives/edgar/data/1173643/000117184325007686/exh_992.htm
Fetched: 2026-09-12T06:45:24.24+00:00
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## Content

# exh 992
Exhibit 99.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TRX Gold Corporation
Audited
Consolidated Financial Statements
 
For the years
ended
August 31 , 2025 and 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
 
 
The accompanying consolidated financial statements of
TRX Gold Corporation (the “Company”) were prepared by management in accordance with IFRS Accounting Standards, as issued by
the International Accounting Standards Board (“IASB”). Management acknowledges responsibility for the preparation and presentation
of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of
accounting principles and methods that are appropriate to the Company’s circumstances. The material accounting policies of the Company
are summarized in Note 3 to the consolidated financial statements.
 
Management has established processes, which are in place
to provide them with sufficient knowledge to support management representations that they have exercised reasonable diligence that: (i)
the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to
be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date
of and for the year presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present
in all material respects the financial condition and results of operations of the Company, as of the date of and for the year presented
by the consolidated financial statements.
 
The Board of Directors is responsible for ensuring that
management fulfills its financial reporting responsibilities and for reviewing and approving the consolidated financial statements together
with other financial information. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee
meets with management to review the internal controls over the financial reporting process. The Audit Committee meets with management
as well as with the independent auditors to review the consolidated financial statements and the auditors' report. The Audit Committee
also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented
in the consolidated financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in
approving the consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
 
Management recognizes its responsibility for conducting
the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining
proper standards of conduct for its activities.
 
 
“Stephen Mullowney”
 
“Michael P. Leonard”
Stephen Mullowney
 
Michael P. Leonard
Chief Executive Officer
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
 
Management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting (“ICFR”) for the Company as defined in Rule 13a-15(f)
under the Securities and Exchange Act of 1934. The Company’s management, including the Company’s Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), have conducted an evaluation of the design and effectiveness of
the Company’s ICFR as of August 31, 2025. In making this assessment, the Company’s management used the criteria established
in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO 2013”). This evaluation included review of the documentation of controls, evaluation of the design and operating effectiveness
of controls, and a conclusion on this evaluation. Based on this evaluation, management concluded the Company’s ICFR was effective
as at August 31, 2025.
 
The effectiveness of the Company’s ICFR as at August 31, 2025 has been
audited by Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as stated in their report appearing herein.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
To the shareholders and the board of directors of TRX Gold Corporation
 
Opinion on the Consolidated Financial Statements
 
We have audited the accompanying consolidated statements of financial position
of TRX Gold Corporation (the "Company") as of August 31, 2025 and 2024, the related consolidated statements of income and comprehensive
income, changes in equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of August 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended, in conformity with IFRS Accounting
Standards as issued by the International Accounting Standards Board.
 
Report on Internal Control Over Financial Reporting
 
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of
August 31, 2025, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and our report dated December 1, 2025, expressed an unqualified opinion on
the Company’s internal control over financial reporting.
 
Basis for Opinion
 
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matter
 
The critical audit matter communicated below is a matter arising from the current
period audit of the financial statements that was communicated to the audit committee and that: (1) relates to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating
the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which
it relates.
 
 
 
 
 
CRITICAL
AUDIT MATTER
HOW
THE MATTER WAS ADDRESSED IN THE AUDIT
 
Evaluation of capitalized stripping costs incurred during production
 
As discussed in Note 4 c) of the financial statements, management
applies significant judgement to distinguish between development stripping and production stripping and to distinguish between the production
stripping that relates to the extraction of inventory and that which relates to the creation of a stripping activity asset. As disclosed
in Note 8, capitalized striping costs were $4,839,000 for the year ended August 31, 2025.
 
We identified the evaluation of capitalized stripping costs incurred
during production as a critical audit matter due to the materiality of the balance as well as complexity of the estimates made by management.
Auditing these estimates required a high degree of auditor subjectivity in applying audit procedures to evaluate the magnitude of costs
incurred and the activity to which the costs relate and in evaluating the results of those procedures. This resulted in an increased extent
of audit effort.
 
The procedures we performed to address this critical audit matter
included the following, among others:
 
·
Evaluated the effectiveness of the Company’s controls
over managements’ assessment and evaluation of capitalized stripping costs incurred during production;
·
Evaluated the professional qualifications, knowledge and ability of
the persons responsible for preparing the mine plan and determining the strip ratio reflected in the updated mine plan;
·
Evaluated management’s forecast process by comparing with actual
results;
·
Assessed the reasonability of strip ratio and performed sensitivity
analysis for change in strip ratio;
·
Tested production costs to assess reasonability of capitalized stripping
costs relating to production;
·
Assessed the allocation of production costs between capitalized stripping
costs and inventories; and
·
Ensured key assumptions were consistent with evidence obtained in other
areas of the audit.
 
/s/ DMCL LLP
 
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
 
 
We have served as the Company’s auditor since 2016
Vancouver, Canada
December 1, 2025
 
 
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
To the shareholders and the board of directors
of TRX Gold Corporation
 
Opinion on Internal Control over Financial
Reporting
 
We have audited the internal control over financial
reporting of TRX Gold Corporation and subsidiaries (the “Company”), as of August 31, 2025, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31,
2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
 
We have also audite

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