Xtra-Gold Resources Corp. (Bahamas)

Silverwing Systems Corporation (the “Company”), a Nevada corporation, was incorporated on September 1, 1998. On June
23, 1999, the Company completed the acquisition of Advertain On-Line Canada Inc. (“Advertain Canada”), a Canadian
company operating in Vancouver, British Columbia, Canada. The Company changed its name to Advertain On-Line Inc.
(“Advertain”) on August 19, 1999. Advertain Canada's business was the operation of a web site, “Advertain.com”, whose
primary purpose was to distribute entertainment advertising on the Internet.
In May 2001, the Company, being unable to continue its funding of Advertain Canada's operations, decided to abandon its
interest in Advertain Canada. On June 15, 2001, the Company sold its investment in Advertain Canada back to Advertain
Canada's original shareholder. On June 18, 2001, the Company changed its name from Advertain to RetinaPharma
International, Inc. (“RetinaPharma”) and became inactive.
In 2003, the Company became a resource exploration company. On October 31, 2003, the Company acquired 100 of the
issued and outstanding common stock of Xtra-Gold Resources, Inc. (“XGRI”). XGRI was incorporated in Florida on October
24, 2003. On December 19, 2003, the Company changed its name from RetinaPharma to Xtra-Gold Resources Corp.
In 2004, the Company acquired 100 of the issued and outstanding capital stock of Canadiana Gold Resources Limited
(“Canadiana”) and 90 of the issued and outstanding capital stock of Goldenrae Mining Company Limited (“Goldenrae”).
Both companies are incorporated in Ghana and the remaining 10 of the issued and outstanding capital stock of Goldenrae is
held by the Government of Ghana.
On October 20, 2005, XGRI changed its name to Xtra Energy Corp. (“Xtra Energy”).
On October 20, 2005, the Company incorporated Xtra Oil Gas Ltd. (“XOG”) in Alberta, Canada.
On December 21, 2005, Canadiana changed its name to Xtra-Gold Exploration Limited (“XG Exploration”).
On January 13, 2006, Goldenrae changed its name to Xtra-Gold Mining Limited (“XG Mining”).
On March 2, 2006, the Company incorporated Xtra Oil Gas (Ghana) Limited (“XOGG”) in Ghana.
Unless otherwise indicated, all references to “ ” or “dollars” in this prospectus refer to Canadian dollars.
The Issue Price is in Canadian dollars. References to “US ” are to United States dollars.
The financial statements of the Company accompanying this prospectus are reported in United States
dollars and are prepared in accordance with US GAAP.
It is listed on the Toronto Stock Exchange (“TSX”) on November 23, 2010.