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Exhibit 10.37

CONSULTINGAGREEMENT

THISAGREEMENT is entered into this 1st day of June,
2010 between XTRA-GOLD MINING LIMITED (XG Mining) and
XTRA-GOLD EXPLORATION LIMITED(XGEL), each being a Ghanaian
company registered under the laws of Ghana, having a registered and head office
at 2 Masalakye Street, Kwabeng, Ghana and BROKTON INTERNATIONAL LTD.(Brokton), a corporation incorporated under the laws of the Turks
and Caicos Islands, having a registered and head office at P.O. Box 150, Design
House, Providenciales, Turks and Caicos Islands, British West Indies.

WHEREASBrokton
possesses the requisite knowledge and experience with respect to the precious
metals industry, mineral exploration and production, including the ability to
provide senior management services to a resource company;

ANDWHEREASJames Longshore (Longshore) is the sole director, officer and
shareholder of Brokton and is also an officer and director of XG Mining and XGEL
(collectively, the Companies);

ANDWHEREASthe Companies wish to engage Brokton for the purpose of engaging Longshores
consulting services as General Manager of the Companies;

NOWTHEREFORE, in consideration of the premises and mutual
covenants contained herein and other good and valuable consideration (the
receipt and sufficiency whereof is hereby acknowledged), the parties covenant
and agree as follows:

1. Services.

(a) Brokton shall provide the
services of Longshore, who shall act as General Manager of the Companies, which
services include, but shall not be limited to, the stewardship of the Companies
and the oversight of their respective exploration activities (the
Services).

(b) Brokton shall render the Services,
as may be required from time to time, primarily at the Companies place of
business or project locations, or at such other place or places as may be
reasonably requested by the Companies.

(c) Broktons Services on any given
day shall generally be at Broktons discretion, but at all times shall be
subject to and dependent upon the needs of the Companies, which rely upon
Brokton to ensure that it devotes sufficient time as is necessary in order to
fulfill the spirit and purpose of this Agreement.

2. Term.

(a) The term of this Agreement
is one year commencing on January 1, 2010 and ending on December 31, 2010 (the
Term) unless terminated earlier pursuant to paragraph 4 hereunder.

(b) Notice of renewal of the Term (the
Renewal) may emanate from either Party provided that unless the Parties
mutually agree in writing, no Renewal shall come into force. The Renewal shall
be agreed upon in writing among the Parties no less than 30 days prior to the
expiration of the Term and shall be made on the same terms and conditions as set
out in this Agreement, unless amended at the time of Renewal, failing which this
Agreement will immediately terminate and be of no further force and effect.

3. Compensation.

(a) Effective January 1, 2010,
Brokton shall be paid a monthly fee of US$10,000 (the Fees) for the
Services, in a manner of payment as agreed to by the Parties.

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(b) In accordance with Ghanaian law,
the Companies shall withhold 5% of the Fees paid to Brokton and shall submit
same to the Ghana Internal Revenue Services.

(c) The Companies acknowledge that
Brokton has been providing the Services since January 1, 2010 which, as of the
date of this Agreement, remain unbilled (the Unbilled Fees).

(d) Upon execution of this Agreement,
Brokton agrees to submit an invoice for the Unbilled Fees and the Companies
agree to remit payment upon receipt of such invoice.

(e) The Companies agree to reimburse
Brokton for all business-related expenses, upon receipt of a report of expenses
incurred by Brokton on behalf of the Companies.

4. Termination.

(a) Either Brokton or the
Companies may terminate this Agreement without reason or cause by first
providing the other Party with one months written notice in advance of such
termination or paying the Fees for one month in lieu of such notice.

(b) The Companies may terminate this
Agreement, with proof of cause, without providing Brokton with any notice of
termination, if Brokton (i) is convicted of a crime; or (ii) commits fraud or
similar actions against the Companies.

(c)Upon termination of this
Agreement, Brokton agrees to deliver to the Companies any and all materials,
work product and information relating to the Services including, but not limited
to, any and all files, reports, correspondence, agreements, analytical work,
equipment and every other matter related thereto.

5. Exclusivity and Confidentiality.

(a) Nothing herein shall be deemed to
require that Brokton provide its Services exclusively to the Companies; provided
however, that Brokton shall be prohibited from direct competition against the
Companies where Brokton may provide similar services to other persons, companies
or entities who are engaged in a business in competition with the Companies
during the Term of this Agreement

(b) During the Term and thereafter, in
perpetuity, Brokton shall maintain all matters involving the Companies and the
Services performed by Btrokton in the strictest of confidence, except insofar as
shall be required in order for Brokton to perform the Services hereunder or as
may be authorized in writing by the Companies, or as may come into the public
domain through sources beyond the control of Brokton or the Companies, or as may
be required by law.

6. Indemnification.In the event of any legal action
commenced by a corporation or an individual with respect to Broktons Services
under this Agreement, the Companies hereby agree to indemnify and hold harmless
Brokton from and against all such actions, claims, liabilities, costs and
expenses and the legal fees and disbursements in connection therewith shall be
borne by the Companies; provided that the indemnification provided under this
paragraph shall not be available to the extent of Broktons gross negligence,
willful misconduct, violation of applicable statute, rule or regulation, or
under circumstances where applicable law does not permit indemnification.

7. Ownership of Information.All technical information
and work product, documents or any related data or material with respect to the
Services shall remain the property of the Companies (the Ownership) and
Brokton shall have no claim or interest therein whatsoever and the Ownership
shall survive the expiration or earlier termination of this Agreement.

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8. Assignment.The assignment by any Party of this
Agreement or any of the Services contemplated herein requires the written
consent of all Parties.

9. Address for Delivery or Notice.Any notice required
under this Agreement shall be made in writing and may be sent by facsimile or
electronically formatted transmission (e-mail) or delivered to the address for
such Party as noted in this Agreement:

10. Successors.This Agreement shall enure to the
benefit of and be binding upon the Parties hereto and their respective
successors and assigns.

11. Applicable Law.For all purposes, this Agreement
shall be governed exclusively by and construed and enforced in accordance with
the laws of the Republic of Ghana.

12. Amendments to Agreement.This Agreement may be
amended from time to time as agreed to in writing among the Parties. Any
amending agreement together with the unamended sections of this Agreement shall
then constitute the entire agreement among the Parties.

13. Counterparts.This Agreement may be signed by the
Parties hereto in as many counterparts as may be necessary, each of which so
signed counterpart shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument and notwithstanding the
date of execution shall be deemed to bear the execution date as set forth on the
front page of this Agreement. This Agreement may be executed by facsimile and
such facsimiles shall be deemed original documents.

14. No Partnership or Agency.The Parties hereto have
not created a partnership and nothing contained in this Agreement shall in any
manner whatsoever constitute any Party as the partner, agent or legal
representative of any other Party, nor create any fiduciary relationship between
them for any purpose whatsoever. No Party shall have any authority to act for or
to assume any obligations or responsibility on behalf of the other Party except
as may be, from time to time, agreed upon in writing between the Parties or as
otherwise expressly provided.

INWITNESSWHEREOFthe Parties hereto have executed this Agreement as of the day and year first
above written.

|) | XTRA-GOLD MINING LIMITED      
|- | ------------------------------
|) |                               
|) |                               
|) | Per: /s/ Victor
      Nkansa  
|) | Victor Nkansa Secretary       
|) |                               
|) |                               
|) | XTRA-GOLD EXPLORATION LIMITED 
|) |                               
|) |                               
|) | Per: /s/ Victor
      Nkansa  
|) | Victor Nkansa Secretary       
|) |                               
|) |                               
|) | BROKTON INTERNATIONAL LTD.    
|) |                               
|) |                               
|) | Per: /s/ James
      Longshore
|) | James Longshore President     

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