Xtra-Gold Resources Corp.: Exhibit 10.66 - Filed by newsfilecorp.com






Exhibit 10.66 


	DISCOVERY GOLD GHANA 
LIMITED 
Hs #
      D3/22 Ashongman Estates, Accra, Ghana 



May 13, 2011 

Xtra-Gold Exploration Limited 
P.O. Box CT5239

Cantonments 
Accra, Ghana 

ATTENTION: James Longshore 

LETTER OF INTENT 

Dear Sirs: 

RE: To Assign and Transfer Xtra-Gold Exploration Limited,
Option Agreement on the Edum Banso Concession in Ghana 

Further to our recent negotiations regarding the above
referenced matter, this Letter of Intent will serve to confirm the principal
elements of the agreement achieved between us. 

	1. 	
      Option:

	 	 
		
      Discovery Gold Ghana Limited (“Discovery”) would like to
      acquire Xtra-Gold Exploration Limited (“Xtra-Gold”) rights under the
      Option Agreement (the “Option”) to earn a 100% interest in the mineral
      rights of the Edum Banso Concession, in Ghana.

	 	 
		
      Xtra-Gold entered into an Option with Adom Mining Limited
      (“Adom”), who is the registered owner of the Concession. Xtra-Gold has the
      right to assign and transfer the Option to any third party.

	 	 
	2. 	
      Terms of Assigning/Transferring the
      Option:




	 	(a) 	
      Xtra-Gold shall grant to Discovery the right to earn 100%
      interest in the Option from Xtra-Gold in the Concessions, in consideration
      of and upon the terms set out below;

	 	 	 
	 	(b) 	
      Discovery accepts all the terms and conditions and
      Amendments of the Option that Xtra-Gold entered into with
  Adom;








	 	(c) 	
      In order to acquire the 100% interest in Xtra-Gold’s
      Option of the Concessions, Discovery shall complete the
  following:




	 	(i) 	
      remit cash payments by wire to Xtra-Gold Resource Corp.
      in the total amount of US$250,000, consisting US$100,000 on July 13, 2011,
      and the balance of US$125,000 on November 13, 2011;

	 	 	 
	 	(ii) 	
      Xtra-Gold acknowledges that they have already received a
      non-refundable deposit/payment of US$25,000;

	 	 	 
	 	(iii) 	
      issue 5.71% of the common shares outstanding in Discovery
      Gold Ghana Limited to Xtra-Gold Resource Corp. on May 13,
  2011.




	3. 	
      Access to:




	 	(a) 	
      Information:



Upon the execution of this Letter of
Intent, Xtra-Gold provide to Discovery reasonable access to all information,
documents, geological data, in its possession and control with respect to the
Concessions. 

	 	(b) 	
      Property




		
      Upon the execution of this Letter of Intent, Xtra-Gold
      will permit Discovery all reasonable access to the Concessions.

	 	 
	4. 	
      Press Release:

	 	 
		
      All press releases regarding the Letter of Intent shall
      be subject to prior approval by Xtra- Gold, and shall respond to such a
      request for approval within three business days of notice
  thereof.

	 	 
	5. 	
      Governed by the Laws:

	 	 
		
      The Letter of Intent shall be governed by the laws of the
      Republic of Ghana.

	 	 
	6. 	
      Definitive Agreement:

	 	 
		
      Xtra-Gold will be responsible for preparation of all the
      formal documentation required for assignment and transferring the Option
      to Discovery, and cost. This Definitive Agreement will need to be prepared
      and approved by our Ghanaian Legal Counsel.

	 	 
	7. 	
      Risks:

	 	 
		
      Discovery understands and accepts the following risks
      associated with mineral prospecting licences in
Ghana:







(a) The new Option Agreement will need
approval from the Minister of Lands, Forests and Mines. This approval took
Xtra-Gold approximately 12 months. Generally the approval process should be 2-3
months, if Discovery does aggressive follow ups with Minerals Commission.
Xtra-Gold makes no commitments or guarantees on the approval or the timing of
such approval. However, the Minister approval is standard under the mining laws.


(b) There are work commitments required
on the property each year, to advance the project. At the end of each year these
work reports are submitted to Minerals Commission (“MC”) in the form called
Terminal Report. The company can be asked to shed half the land position, at the
renewal. Xtra-Gold recently submitted a Terminal Report, and was just granted a
1 year extension by MC. No shedding was required this year. However, Xtra-Gold
cannot make any guarantees that Discovery wil not be requested to shed in the
future. 

	8. 	
      Arbitration:

	 	 
		
      Any disputes under this Agreement shall be submitted to
      binding arbitration consisting of a panel of three arbitrators, one
      arbitrator appointed by each of the parties with a third arbitrator
      appointed by the parties’ two designated arbitrators, with all costs of
      such arbitrator to be borne by the unsuccessful party(ies).

	 	 
	9. 	
      Finder Fee:

	 	 
		
      Haywood Securities Inc. will receive a US$25,000 finder
      fee, upon successful closing of this Definitive Agreement, which is the
      responsibility of Xtra-Gold.



Should you agree that this Letter of Intent accurately recites
the principal elements of the agreement reached between us, please sign the
duplicate copy and return it to our offices immediately by telefax with original
to follow by courier. 

Yours very truly, 

Discovery Gold Ghana Limited 

Per: 

/s/ Donald
Ross                          
 
Donald Ross General Manager 




Agreement with the terms recited herein is hereby acknowledged
this 20th day of May, 2011: 

Xtra-Gold Exploration Limited 

Per: 

/s/ James
Longshore                      

May 20, 2011 
James Longshore General Manager 

Xtra-Gold Resources Corp. 

Per: 

/s/ Paul
Zyla                                   

Paul Zyla President