exh 993

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# exh 993

Source: https://www.sec.gov/Archives/edgar/data/1173643/000117184325007686/exh_993.htm
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# exh 993
EX-99.3
4
exh_993.htm
EXHIBIT 99.3
Exhibit 99.3
TRX GOLD CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three month period and year ended
August 31, 2025
Management’s Discussion and Analysis August 31, 2025
The following Management’s Discussion and Analysis (“MD&A”)
of the financial condition and results of operations for TRX Gold Corporation (“TRX Gold” or the “Company”) should
be read in conjunction with the Company’s audited consolidated financial statements for the year ended August 31, 2025, included
in the Company’s Annual Report on Form 40-F and Annual Information Form for the year ended August 31, 2025. The financial statements
and related notes of TRX Gold have been prepared in accordance with International Financial Reporting Standards (“IFRS”).
Additional information, including our press releases, has been filed electronically on SEDAR+ and is available online under the Company’s
profile at www.sedarplus.ca and on our website at www.TRXGold.com.
This MD&A reports our activities to date, December 1, 2025, unless
otherwise indicated. References to the 4 th quarter of 2025 or Q4 2025, and references to the 4 th quarter of
2024 or Q4 2024 mean the three months ended August 31, 2025, and August 31, 2024, respectively. References to fiscal 2026, fiscal
2025 and fiscal 2024 mean the twelve months ended August 31, 2026, August 31, 2025, and August 31, 2024, respectively. Unless
otherwise noted, all references to currency in this MD&A refer to US dollars. Unless clearly otherwise referenced to a specific
table, numbers referenced refer to numbered Endnotes on page 48.
Disclosure and Cautionary Statement Regarding Forward Looking Information
This MD&A contains certain forward-looking statements and forward-looking
information, including without limitation statements about TRX Gold’s future business, operations and production capabilities. All
statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that
involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results
and future events could differ materially from those anticipated in such statements. Although TRX Gold believes the expectations expressed
in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. The
actual achievements of TRX Gold or other future events or conditions may differ materially from those reflected in the forward-looking
statements due to a variety of risks, uncertainties and other factors. These risks, uncertainties and factors include general business,
legal, economic, competitive, political, regulatory and social uncertainties; actual results of exploration activities and economic evaluations;
fluctuations in currency exchange rates; changes in costs; future prices of gold and other minerals; mining method, production profile
and mine plan; delays in exploration, development and construction activities; changes in government legislation and regulation; the ability
to obtain financing on acceptable terms and in a timely manner or at all; contests over title to properties; employee relations and shortages
of skilled personnel and contractors; and the speculative nature of, and the risks involved in, the exploration, development and mining
business.
Mr. Richard Boffey, BE Mining (Hons) F AusIMM, Chief Operating Officer
of TRX Gold Corporation, is the Company’s in-house Qualified Person under National Instrument 43-101 “Standards of Disclosure
for Mineral Projects” (“NI 43-101”) and has reviewed and assumes responsibility for the scientific and technical content
in this MD&A.
1
Management’s Discussion and Analysis August 31, 2025
The disclosure contained in this MD&A of a scientific or technical
nature relating to the Company’s Buckreef Project has been summarized or extracted from the technical report prepared in accordance
with NI 43-101 – Standards of Disclosure for Mineral Projects on the Buckreef Gold Project (“Buckreef Gold”)
titled Preliminary Economic Assessment and Updated Mineral Resource Estimate of the Buckreef Gold Mine Project, Tanzania (“PEA”)
with an effective date of April 15, 2025. The PEA was prepared in accordance with NI 43-101 guidelines by P&E Mining Consultants Inc.
(“P&E”). Input to this PEA was also provided by D.E.N.M. Engineering Ltd. (“D.E.N.M.”). The information contained
herein is subject to all of the assumptions, qualifications and procedures set out in, and is qualified in its entirety by reference to
the full text of, the PEA and reference should be made to the full details of the PEA which has been filed with the applicable regulatory
authorities and is available on the Company’s profile at www.sedarplus.ca.
Certain information presented in this MD&A may constitute “forward-looking
statements” and “forward looking information” within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995 and under securities legislation applicable in Canada, respectively. Such forward-looking statements and information are based
on numerous assumptions, and involve known and unknown risks, uncertainties, and other factors, including risks inherent in mineral exploration
and development, which may cause the actual results, performance, or achievements of the Company to be materially different from any projected
future results, performance, or achievements expressed or implied by such forward-looking statements and information. Investors are referred
to our description of the risk factors affecting the Company, as contained in our U.S. Securities and Exchange Commission (“SEC”)
filings, including our Annual Report on Form 40-F and Report of Foreign Private Issuer on Form 6-K, and our Annual Information Form also
posted on SEDAR+, for more information concerning these risks, uncertainties, and other factors.
TRX Gold Corporation
TRX Gold is a high margin and growing gold company advancing the Buckreef
Gold Project in Tanzania. Buckreef Gold includes an established open pit operation and 2,000 tonnes per day process plant with upside
potential demonstrated in the May 2025 PEA. The PEA outlines average gold production of 62,000 oz per annum over 17.6 years, and $1.9
billion pre-tax NPV 5% at average life of mine gold price of $4,000/oz. The Buckreef Gold Project hosts a Measured and Indicated
Mineral Resource of 10.8 million tonnes (“MT”) at 2.57 grams per tonne (“g/t”) gold containing 893,000 ounces
(“oz”) of gold and an Inferred Mineral Resource of 9.1 MT at 2.47 g/t gold for 726,000 oz of gold. The leadership team is
focused on creating both near-term and long-term shareholder value by increasing gold production to generate positive cash flow to fund
the expansion as outlined in the PEA and grow Mineral Resources through exploration. TRX Gold’s actions are led by the highest environmental,
social and corporate governance (“ESG”) standards, evidenced by the relationships and programs that the Company has developed
during its nearly two decades of presence in the Geita Region, Tanzania.
2
Management’s Discussion and Analysis August 31, 2025
Highlights – Fourth Quarter and Year Ended 2025
The Company continued its positive trajectory by achieving record gold production during Q4 2025
as the Company benefited from access to higher grade ore following successful completion of the scheduled stripping campaign earlier in
the year. The production rate improved over the course of the year as planned, and the Company demonstrated leverage to record gold spot
prices during Q4 2025, recording higher revenue, gross profit, net income, operating cash flow and Adjusted EBITDA compared to the prior
year comparative period. As a result, the Company was able to significantly improve its working capital position while continuing to invest
in the future growth and development of Buckreef Gold. During the year, the Company filed a robust Preliminary Economic Assessment for
Buckreef Gold, reporting average annual production of approximately 62 thousand ounces of gold per year over a 17.6 year mine life, including
an underground expansion, and an NPV 5% of $1.9 billion pre-tax ($1.2 billion after-tax) at $4,000 per ounce of gold. Subsequent
to Q4 2025, the Company announced it would upgrade and expand processing capacity to a larger processing facility than was initially contemplated
in the PEA. The expanded plant is now expected to produce greater than 62 thousand ounces of average annual gold as published in the PEA
and will be funded from cashflow from operations. The Company’s short-to-medium term priorities are to continue to expand and upgrade
processing capacity as outlined in the PEA, continue advancing exploration in key areas, and continue to strengthen liquidity. These positive
results continue to demonstrate the growth potential at Buckreef Gold and reflect successful execution of the Company’s sustainable
business plan where cash flow from operations funds value creating activities.
Key highlights for Q4 and Year to Date 2025 include:
·
During fiscal 2025, the Company filed a robust PEA for Buckreef Gold, reporting average annual production of approximately 62 thousand
ounces of gold per year over a 17.6 year mine life, including an underground expansion, and an NPV 5% of $1.9 billion pre-tax
($1.2 billion after-tax) at $4,000 per ounce of gold (base case NPV 5% of $0.7 billion pre-tax ($0.4 billion after-tax) at a
consensus forecast case gold price average of $2,296 per ounce of gold).
·
Subsequent to Q4 2025, the Company announced it has begun executing on a larger processing facility than was initially contemplated in
the PEA, consisting of a 3,000+ tpd processing circuit for sulphide material as well as a 1,000 tpd processing circuit for oxide and
transition material, and tailings retreatment, while also being capable of processing sulphide material. The newly designed processing
plant expansion is now expected to produce average annual gold production in excess of the 62,000 ounces of gold published in the PEA
and is expected to be financed from internally generated cashflow over the next 18-24 months.
·
During Q4 2025, Buckreef Gold poured a record 6,404 ounces of gold and sold 6,977 ounces of gold at a record average realized price (net) 1
of $3,363 per ounce, recognizing revenue of $23.5 million, gross profit of $12.6 million, net income of $5.3 million, operating cash
flow of $8.5 million and Adjusted EBITDA 1 of $12.7 million, all of which reflect increases compared to the prior year comparative
period, demonstrating the Company’s leverage to record gold prices during Q4 2025.
·
During Q4 2025, Buckreef Gold signed a Gold Sale Service Agreement with the Bank of Tanzania
(“BoT”) to set aside a minimum of 20% of its local gold production for domestic sale through the central bank and local
refineries, as required by law for all mining companies in Tanzania in line with Section 59 of the Tanzanian Mining Act. As part of
the Agreement, the Company benefits from a reduced royalty rate of 4.35% for any domestic sales made through the central bank and
local refineries, where exported sales are subject to a 7.35% royalty. During Q3 2025 the Company set aside 646 ounces in inventory
which was subsequently sold to the BoT at market rates, benefiting revenue, operating c

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