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 purchase300,000shares(the“OptionShares”) of the Company, exercisable on a cumulative basis, at a price (the“Exercise Price”) of CDN$0.85per Option Share, and for a term of10 years(the“Option Period”) expiring at 5:00 p.m. (Toronto time ) onDecember 31, 2022(the“Expiry Date”).
This Option Agreement is subject to the terms set out in, and in accordance with, the Plan. By signing this Option Agreement, the Optionee acknowledges having read and understands the Plan and accepts the Options in accordance with the terms and conditions of the Plan.
This Agreement may be signed by the parties hereto in counterpart, each of which counterpart when so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the execution date as set forth in this Agreement. This Agreement may be executed by facsimile and such facsimile or facsimiles shall be deemed to represent the original Agreement. All capitalized terms not defined herein have the meaning assigned to them in the Plan.
INWITNESSWHEREOFthe Company and the Optionee have executed this Option Agreement as of this 31stday of December, 2012.
| XTRA-GOLD RESOURCES CORP. | ||
| By: | /s/ John Ross | |
| John Ross, | ||
| Chief Financial Officer | ||
| /s/ Paul Zyla | ||
| PAUL ZYLA | ||
| (Officer of Xtra-Gold Resources Corp.) | ||
| 2011 STOCK OPTION PLAN |
| NOTICE OF EXERCISE |
| TO: | Xtra-Gold Resources Corp. |
| 357 Bay Street | |
| Suite 902 | |
| Toronto ON M5H 2T7 | |
| Attention: President | |
| in person or by fax to (416) 981-3055 |
Reference is made to the Option Agreement made as ofDecember 31, 2012between Xtra-Gold Resources Corp. (the“Company”) and the Optionee named below. The Optionee hereby exercises the Option to purchase Shares of the Company as follows:
| Number of Option Shares for which Options are being exercised: | |||
| Exercise Price per Option Share: | CDN$ | 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 | |||
