Ms. Christina Lalli reports

TRX GOLD ANNOUNCES US ATM OFFERING

TRX Gold Corp. has entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC as lead agent and Roth Capital Partners, LLC as co-agent, pursuant to which the company, at its discretion, may offer and sell, from time to time, through the lead agent, common shares without par value having an aggregate offering price of up to $10-million (U.S.). The offering is being made in the United States pursuant to a registration statement on Form F-3 (File No. 333-255526) filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission and declared effective on May 21, 2021, and the related prospectus dated April 27, 2021, and the prospectus supplement dated May 12, 2023, filed with the commission.

Sales of shares under the Prospectus will be made in transactions that are deemed to be at-the-market offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through NYSE American. The shares will be distributed at the market prices prevailing at the time of sale. As a result, prices may vary as between purchasers and during the period of distribution. No shares in this offering will be sold on the Toronto Stock Exchange or any other trading market in Canada. The company is relying on Section 602.1 of the TSX Company Manual for an exemption for eligible interlisted issuers from Toronto Stock Exchange requirements.

If TRX Gold chooses to sell shares under the ATM offering, the company intends to use the net proceeds of this offering for working capital and for other general corporate purposes.

You can review the company's SEC filings and the registration statement by accessing the SEC's Internet site, or the company's website.

About TRX Gold Corp.

TRX Gold is rapidly advancing the Buckreef gold project. Anchored by a mineral resource published in May, 2020, the project currently hosts a National Instrument 43-101 measured and indicated mineral resource of 35.88 million tonnes at 1.77 g/t gold containing 2,036,280 oz of gold and an inferred mineral resource of 17.8 million tonnes at 1.11 g/t gold for 635,540 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. The positive cash flow will be utilized for exploratory drilling with the goal of increasing the current gold resource base and advancing the sulphide ore project which represents 90 per cent of current gold resources. TRX Gold's actions are led by the highest environmental, social and governance standards, evidenced by the relationships and programs that the company has developed during its nearly two decades of presence in Geita region, Tanzania.

We seek Safe Harbor.