Mr. Stephen Mullowney reports

TRX GOLD ANNOUNCES NEW FINANCING FACILITIES

TRX Gold Corp.'s Buckreef Gold Ltd. has entered into its first-ever credit agreement with Stanbic Bank Tanzania Ltd. and a gold prepayment facility with Auramet International Inc. TRX Gold has also renewed its at-the-market (ATM) offering agreement with H.C. Wainwright & Co. LLC as Lead Agent and Roth Capital Partners LLC as co-agent. The combination of these facilities provides the company with access to supplementary capital, strengthened liquidity and additional financial flexibility to help accelerate growth in the short to medium term.

Credit facility with Stanbic

The credit agreement consists of a $5-million revolving credit facility and a $4-million vehicle and asset financing (VAF) facility that may be used at the company's discretion. The $5-million revolving credit facility has a maximum tenor of 12 months and the $4-million VAF facility has a maximum tenor of 36 months. The revolving credit facility provides the company with access to supplementary liquidity and may be used to support the working capital requirements of the business at the company's discretion. This facility will allow the company to make cost-effective decisions for deployment of capital across its operations to support continued expansion and growth.

The revolving credit facility and VAF facility include standard and customary financing terms and conditions, including those related to security, fees, representations, warranties, covenants and conditions. This is the first credit facility entered into by Buckreef Gold.

Stanbic Bank Tanzania is a leading financial services provider in Tanzania, offering a comprehensive range of products and services to personal, business and corporate clients. As a subsidiary of Standard Bank Group, Stanbic Bank Tanzania leverages its deep local knowledge and expertise with the global reach and capabilities of Standard Bank to support the growth and development of its clients.

Bankable Tanzania Ltd. served as Buckreef Gold's transaction adviser, responsible for structuring, negotiating, placing and finalizing the credit facility with Stanbic, following a market-sounding and competitive RFP (request for proposal) process.

Gold prepayment facility with Auramet

Buckreef Gold has also entered into a new unsecured gold prepayment facility with Auramet, through which Buckreef Gold may, at its discretion, sell to Auramet up to a maximum, aggregate amount of 1,000 troy ounces of London good-delivery gold bullion up to a maximum of 21 calendar days prior to delivery. This facility revolves on a 21-day basis for a term of one year. At current gold spot prices, this facility can provide access to approximately $2.75-million (U.S.) for working capital purposes. The Auramet gold prepayment facility replaces the gold dore purchase agreement with OCIM Metals and Mining SA. This facility will help provide increased financial flexibility to help manage working capital fluctuations and to accelerate growth.

Auramet is one of the largest physical precious metal merchants in the world with over $25-billion in annual revenues and provides a full range of services to all participants in the precious metal supply chain, including physical metal trading, metals merchant banking (including direct lending, royalties and streams) and project finance advisory services.

ATM agreement with H.C. Wainwright and Roth Capital

The company renewed its at-the-market offering agreement with H.C. Wainwright as lead agent and Roth Capital 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 $25-million (U.S.). The renewed ATM facility replaces a prior $10-million ATM facility with H.C. Wainwright and Roth Capital and a $10-million purchase agreement with Lincoln Park Capital Fund LLC, which expired in mid-January, 2025, pursuant to its terms.

The offering is being made in the United States pursuant to a registration statement on Form F-10 (file No. 333-283907) filed with and declared effective by the U.S. Securities and Exchange Commission.

Sales of shares will be made in transactions that are deemed to be at-the-market distributions as defined in National Instrument 44-102, Shelf Distributions, including sales made directly on 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 TSX requirements.

The company intends to use the ATM facility prudently based on prevailing market conditions. If TRX Gold chooses to sell shares under the ATM offering, the company intends to use the net proceeds of this offering for drilling, exploration and technical work for the development of the sulphide mineralized material at its Buckreef gold project and for working capital and other general corporate purposes.

TRX Gold's chief executive officer, Stephen Mullowney, commented: "The Stanbic and Auramet facilities demonstrate a progression of the banking facilities available to the company after having matured from an operation with a small test plant in 2021 to a 2,000-tonne-per-day commercial operation today. We have benefited from having supportive partners in building out the expanded processing plant, and these new facilities provide the company with added options and increased financial flexibility to assist us in managing working capital fluctuations, deploy capital more effectively and accelerate growth in the short to medium term. The renewed ATM facility replaces a prior $10-million ATM facility and a $10-million purchase agreement and is a prudent, normal corporate facility to have in place. It is also worth noting that the prior ATM facility was not utilized."

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