X-Terra Announces Grant of Incentive Securities

X-TERRA ANNOUNCES GRANT OF

INCENTIVE SECURITIES

ROUYN-NORANDA

, QC

,

April 21, 2023

/CNW/ - X-Terra Resources Inc. (TSXV: XTT)

(FRANKFURT: XTR) ("

X-Terra

" or the "

Corporation

") announces that its Board of Directors has

approved a grant of an aggregate of 200,000 restricted share units ("

RSUs

") and 150,000

performance share units ("

PSUs

") to the officers of the Corporation, and 80,000 deferred share

units ("

DSUs

") to the external directors of the Corporation in accordance with the Corporation's

Omnibus Equity Incentive Plan (the "

Plan

").

Each RSU entitles the recipient to receive one common share of the Corporation, or a cash payment

equal to the equivalent for one common share of the Corporation, following the vesting period of the

RSUs. The RSUs awarded will fully vest on the first anniversary of the date of grant.

Each PSU entitles the recipient to receive one common share of the Corporation, or a cash payment

equal to the equivalent for one common share of the Corporation, following the vesting period and

the achievement of the vesting conditions of the PSUs. The PSUs awarded will fully vest upon the

later of the first anniversary of the date of grant and achievement of certain corporate performance

objectives.

Each DSU entitles the recipient to receive one common share of the Corporation upon settlement of

the DSU. The DSUs awarded will fully vest on the first anniversary of the date of grant and will settle

on the termination of service.

All the forgoing RSUs, PSUs and DSUs are subject to the terms of the Plan, the applicable grant

agreement, and the requirements of the TSX Venture Exchange.

About X-Terra

X-Terra Resources is a resource company focused on acquiring and exploring lithium and precious

metals properties in

Canada

.

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/April2023/21/c1617.html

%SEDAR: 00035962E

For further information:

X-Terra Resources Inc., Michael Ferreira, President and Chief Executive

Officer, 147 Québec Avenue (back door), Rouyn-Noranda, Québec, J9X 6M8, E-mail:

[email protected], Website: www.xterraresources.com

CO: X-Terra Resources Inc.

CNW 21:48e 21-APR-23