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CLIC.V ·

Resources of $1,117,000

Corporate Updates

X-TERRA announces closing of $1.1 million private placement

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED

STATES/

ROUYN-NORANDA, QC

, May 25, 2017 /CNW Telbec/ - X-Terra Resources Inc. (TSXV: XTT) and (FRANKFURT: XTR) is pleased to announce that it has held a

first closing of its previously-announced non-brokered private placement by issuing 4,654,166 units at a price of

$0.24

per unit for gross proceeds to X-Terra

Resources of

$1,117,000

. Each of the 4,654,166 units is comprised of one common share and one-half of a common share purchase warrant. Each whole

warrant entitles its holder to acquire one additional common share of X-Terra Resources at a price of

$0.35

for a period of 24 months from the closing date.

Additional closings of the private placement may be held until

June 19, 2017

, subject to a maximum of 5,416,666 units, for total maximum gross proceeds of

$1,300,000

.

X-Terra Resources will use the proceeds from the first closing of the private placement for exploration on its properties located in the province of Québec and for

working capital purposes. A

$100,000

of the private placement was raised with SIDEX, a

Quebec

institutional fund through its "Field Action 2017" program. The

mission of SIDEX is to invest in companies engaged in mineral exploration in the province of Québec.

In connection with the private placement, X-Terra Resources paid cash sales commissions to various securities dealers and finders in an aggregate amount of

$10,440

. In addition, X-Terra granted finder's options to Canaccord Genuity Corp. and PI Financial Corp. entitling them to acquire up to an aggregate of 43,500

additional common shares of X-Terra Resources at a price of

$0.24

per share for a period of two years.

As a result of the first closing of the private placement, there are 22,915,889 common shares of X-Terra Resources issued and outstanding. Under applicable

securities legislation, the securities issued in the private placement are subject to a four-month hold period, expiring on September 26, 2017.

About X-Terra Resources Inc.

X-Terra Resources is a resource company focused on acquiring and exploring precious metals and energy properties in

Canada

. X-Terra Resources currently has

22,915,889 common shares issued and outstanding.

Forward-Looking Statements

This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation.

Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of X-Terra Resources, or the

assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend",

"plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be

read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future

performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the

closing of the private placement. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to

future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond X-Terra

Resources' control. These risks, uncertainties and assumptions include, but are not limited to, those described under "Financial Instruments" and "Risk and

Uncertainties in X-Terra Resources' Annual Report for the fiscal year ended

December 31, 2016

, a copy of which is available on SEDAR at

www.sedar.com

, and

could cause actual events or results to differ materially from those projected in any forward-looking statements. X-Terra Resources does not intend, nor does X-

Terra Resources undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information,

events or circumstances or otherwise, except if required by applicable laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts

responsibility for the adequacy or accuracy of the release.

SOURCE

X-Terra Resources Inc.

View original content: http://www.newswire.ca/en/releases/archive/May2017/25/c3518.html

%SEDAR: 00035962E

For further information:

X-Terra Resources Inc., Michael Ferreira, President and Chief Executive Officer, 139 Québec Avenue, Suite 202, Rouyn-Noranda,

Québec, J9X 6M8, Telephone: 819-762-4101 | Fax: 819-762-0097, E-mail: [email protected], Website: www.xterraresources.com

CO: X-Terra Resources Inc.

CNW 19:10e 25-MAY-17