Item 3.02 Unregistered Sales of Equity Securities.
On May 19, 2009, Xtra-Gold issued a news release announcing the closing of a
private placement. A copy of the news release is attached as Exhibit 99.1.
The information in this item 3.02 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
