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Exhibit 10.40



June 1, 2010

Peter Minuk
# 1812  88 Bloor Street East 
Toronto ON M4W 3G9

Dear Peter:

Re: Grant of Nonqualified Stock Options

We are pleased to advise you that on May 31, 2010, the board of
directors (the Board) of Xtra-Gold Resources Corp. (Xtra-Gold)
authorized the award to you (sometimes hereinafter referred to as the
Optionee) of an option to purchase 42,000 shares of our common stock at
a par value $.001 per share (the Options), upon the following terms and
conditions:

1. The Options are granted to you
in accordance with and subject to the terms and conditions of Xtra-Golds 2005
Equity Compensation Plan (the Plan or the Option Plan).

2. The Options are granted to you as an officer and director of
Xtra-Gold.

3. The Options are nonqualified stock options.

4. The Options have a 35 month term (the Option
Period) and may be exercised, in whole or in part, at any time from June 1,
2010, subject to any applicable statutory regulatory hold period and shall
terminate at 5:00 p.m. (Eastern Standard Time) on May 1, 2013 (the Expiry Date).

5. The price at which the Options may be exercised is $1.00 per
share.

6. The Options are transferable to a nominee as may be
designated by you from time to time and may be exercised, in whole or in part,
during the exercise period, as set forth herein or otherwise in accordance with
the terms and conditions of the Plan.

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CORPORATE OFFICE 
Suite 301, 360 Bay Street, Toronto ON, M5H 2V6 Canada

|PHONE: (416) 366 4227 | E-MAIL: pzyla@xtragold.com
|--------------------- | --------------------------
|FAX: (416) 981-3055   | WEB SITE: www.xtragold.com

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|Peter Minuk | - 2 - | June 1, 2010
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7. The exercise price and number of underlying shares issuable upon exercise of the Options (the “Option Shares”) are subject to adjustment in accordance with the Plan in the event of stock splits, dividends, reorganizations and
similar corporate events.

8. There is no vesting period attached to the Options being granted herein.  For clarity purposes, the Options are fully vested and can immediately be exercised, in whole or in part, at any time from June 1, 2010 to the Expiry Date, subject to any
applicable statutory regulatory hold period.

| | 9. | (a) | You shall have the right to exercise the Options, in whole or in part, for a period of time as may be set out in the Option Plan referred to in subparagraph 9(g) hereunder or in accordance with securities laws governing Xtra-Gold,
but in no event shall the Options be exercised later than the earlier of (i) the Expiry Date; and (ii) the exercise date contemplated in subparagraphs 9(b), (c), (d) and (e) hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |    | (b) | In the event of your voluntary termination as an officer and director of Xtra-Gold, all Options granted pursuant to paragraph 2 must be exercised within 90 days from the later termination date of your no longer being an officer
and director of Xtra-Gold (whichever is the later case), failing which the Options will be cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| |    | (c) | In the event of your death during the Option Period, all Options must be exercised by your estate within one (1) year from the date of your death, failing which the Options will be cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |    | (d) | In the event that you are not re-elected as an officer and/or a director of Xtra-Gold then in such event Xtra-Gold agrees that you may retain 100% of the Options; provided, however that the Options referred to in this subparagraph
must be exercised no later than 90 days following such occurrence, failing which such Options will be cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| |    | (e) | In the event of a change of control of Xtra-Gold (as defined herein), you will have the right to exercise the Options within 90 days following the completion of such change of control. For clarity purposes, a “Change of
Control”shall mean the occurrence of (i) any person, other than an Employee (as such term is used in Section 13(d) and 14(d) of the Exchange Actis or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding securities then having the right to vote at elections of directors; or (ii) (ii) the
individuals who at the commencement date of this Agreement, constitute the Board, cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least
two-thirds of the directors then in office who were directors at the commencement of this Agreement; or (iii) there is a failure to elect two (2) or more candidates nominated by management of the Company to the Board; or (d) the business of the Company is
disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including stock of a subsidiary of our Company) or otherwise.

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|Peter Minuk | - 3 - | June 1, 2010
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| |  | (f) | The share certificate or certificates issued as a result of the exercise of Options from time to time shall bear a restrictive legend with respect to the resale of the shares issued in connection therewith. The applicable hold
period shall be six (6) months from the date of issuance of the Option Shares and may only be resold in accordance with Rule 144.
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| |  | (g) | Xtra-Gold implemented and adopted the Option Plan which implementation and adoption was approved in writing by the Board in June 2005. Xtra-Gold was not required nor did it obtain stockholder approval of the Option Plan.                                                                                                                                        
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| |  | (h) | The Options shall at all times be subject to the terms of this Option Agreement and the Option Plan.                                                                                                                                                                                                                                                                

10. Xtra-Gold provides no assurance that there will be a public market into which you can sell the Option Shares or that you will be able to sell your Option Shares at a profit or at all.

11. In order to exercise the Options, you must provide us with written notice that you are exercising all or a portion of such Options. The written notice must specify the number of Option Shares that you are exercising your Options for, and must
be accompanied by the exercise price described in paragraph 5 above. Your Option Shares will be issued to you within approximately one (1) week following our receipt of your exercise notice and cleared funds evidencing payment in full of the
exercise price.

12. No rights or privileges of a stockholder of Xtra-Gold are conferred by reason of the grant of the Options to you.  You will have no rights of a stockholder until you have delivered your exercise notice to us and we have received the exercise
price of the Options in cleared funds and Xtra-Gold has delivered a share certificate or certificates to you evidencing the shares arising out of such exercise.

13. You understand that the Plan contains important information about your Options and your rights with respect to the Options. The Plan includes (a) terms relating to your right to exercise the Options; (b) important restrictions on your ability
to transfer the Options or Option Shares; and (c) early termination of the Options following the occurrence of certain events, including the termination of your relationship with us. By signing below, you acknowledge your receipt of a copy of the
Plan. By acceptance of your Options by way of execution of this Agreement, you agree to abide by the terms and conditions of this Agreement and the Plan.

14. As a smaller reporting company, Xtra-Gold is subject to many of the risks and

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