Xtra-Gold Resources Corp.: Exhibit 10.67 - Filed by newsfilecorp.com






Exhibit 10.67 

 

2011 STOCK OPTION PLAN OPTION
AGREEMENT 

This Option Agreement is entered into between Xtra-Gold
Resources Corp. (the “Corporation”) and the Optionee named below pursuant
to the Xtra-Gold Resources Corp. 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 June 10, 2011 	(the “Grant Date”) 
	JAMES H. SCHWEITZER 	(the “Optionee”) 


was granted nonqualified options (the
“Options”) to purchase 108,000 shares of common stock (the
“Option Shares”) of the Corporation, exercisable on a cumulative basis,
at a price (the “Exercise Price”) of US$1.85 per Option
Share; and for a term of 3 years (the “Option Period”) expiring at
5:00 p.m. (Toronto time) on June 10, 2014 (the “Expiry Date”).


The options granted in accordance with the above terms are
subject to vesting as follows: 

	Pro Rata
      Portion of Options to Vest 	Vesting Period 
	  	 
	3,000 	on the 10th day of
      each month of the 36 months of the Option Period following the
      Grant Date 
from July 10, 2011
      
to     June 10, 2014



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 Corporation and the Optionee have executed this Option Agreement as of the
the 10th day of June, 2011. 

XTRA-GOLD RESOURCES CORP. 

By: /s/ Paul
Zyla                                            
 
       Paul
Zyla, 
       President and Chief
Executive Officer 

      
/s/ James H.
Schweitzer                          
 
       James H. Schweitzer










	2011 STOCK OPTION PLAN 
	NOTICE OF EXERCISE




	TO: 	Xtra-Gold Resources Corp. 
	  	360 Bay Street 
	  	Suite 301 
	  	Toronto ON M5H 2V6 
	  	  
		 Attention: President 
	  	  
	  	in person or by fax to (416) 981-3055
  


Reference is made to the Option Agreement made as of June
10, 2011 between Xtra-Gold Resources Corp. (the “Corporation”) and
the Optionee named below. The Optionee hereby exercises the Option to purchase
Shares of the Corporation as follows: 

Number of Option Shares for which Options are being
exercised: 

	Exercise Price per Option Share: 	US$ 	1.85 
	  	  	  
	Total Exercise Price: 	US$ 	  
	(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: 	  	  
	as it is to appear on the stock certificate 	  	  
	  	  	  
	Address of Optionee: 	  	  
	as it is to appear on the register of Shares of the
      Corporation (and to which a certificate representing the Shares being
      purchased is to be delivered) 		
	  	  	  
	  	  	  
	Dated: 	 
    	 
    
	  	James H. Schweitzer