Xtra-Gold Resources Corp.: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1  



2011 STOCK OPTION PLAN 
OPTION AGREEMENT 

This Option Agreement is entered into between Xtra-Gold
Resources Corp. (the “Company”) and the Optionee named below pursuant to
the Company’s 2011 Stock Option Plan (the “Plan”). This Agreement
witnesses that in consideration of the covenants and agreements herein contained
and such other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto covenant and agree as set
forth and confirms that: 

	on 	December 31, 2012 	(the “Grant Date”) 	 
	 	 	 	 
	  	   PAUL ZYLA 	(the “Optionee”) 	  


was granted stock options (the “Options”)
to purchase 300,000 shares (the “Option Shares”) of
the Company, exercisable on a cumulative basis, at a price (the “Exercise
Price”) of CDN$0.85 per Option Share, and for a term of 10 years
(the “Option Period”) expiring at 5:00 p.m. (Toronto time ) on
December 31, 2022 (the “Expiry Date”). 

This Option Agreement is subject to the terms set out in, and
in accordance with, the Plan. By signing this Option Agreement, the Optionee
acknowledges having read and understands the Plan and accepts the Options in
accordance with the terms and conditions of the Plan. 

This Agreement may be signed by the parties hereto in
counterpart, each of which counterpart when so signed shall be deemed to be an
original, and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
execution date as set forth in this Agreement. This Agreement may be executed by
facsimile and such facsimile or facsimiles shall be deemed to represent the
original Agreement. All capitalized terms not defined herein have the meaning
assigned to them in the Plan. 

IN WITNESS WHEREOF
the Company and the Optionee have executed this Option Agreement as of this
31st day of December, 2012. 

	 	XTRA-GOLD RESOURCES CORP.
  
	 	  	  
	 	By:      	/s/
      John Ross 
	 	  	 John Ross, 
	 	  	 Chief Financial Officer 
	 	  	  
	 	  	/s/
      Paul Zyla 
	 	  	PAUL ZYLA 
	 	  	(Officer of Xtra-Gold Resources Corp.)
  












	2011 STOCK OPTION PLAN 
	NOTICE OF
      EXERCISE 




	TO: 	Xtra-Gold Resources Corp. 
	  	357 Bay Street 
	  	Suite 902 
	 	Toronto ON M5H 2T7  
	  	  
	  	Attention: President 
	  	  
	  	in person or by fax to (416) 981-3055
  


Reference is made to the Option Agreement made as of
December 31, 2012 between Xtra-Gold Resources Corp. (the
“Company”) and the Optionee named below. The Optionee hereby exercises
the Option to purchase Shares of the Company as follows: 

	Number of Option Shares for which Options are being exercised:
      	 	 	 
	 	 	 	 
	Exercise Price per Option Share: 	 	CDN$ 	0.85 
	  	 	  	  
	Total Exercise Price: 	 	CDN$ 	  
	(in the form of a cheque which need not be a
      certified cheque or bank draft tendered with this Notice of exercise) 	 		
	  	 	  	  
	Name of Optionee: 	 	PAUL ZYLA 
	as it is to appear on the share certificate
    	 	  	  
	  	 	  	  
	Address of Optionee: 	 	428 Aspen Forest Drive 	 
	as it is to appear on the register of Shares
      of the Company (and to which a certificate representing the Shares being
      purchased is to be delivered) 	 	Oakville ON L6S 6H5 	
	  	 	  	  
	Dated: 	 	 
    	  
	  	 	PAUL ZYLA