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X-Terra Resources announces a non-brokered private placement

Financings

X-Terra Resources announces a non-brokered private placement

ROUYN-NORANDA, QC

, May 8, 2017 /CNW Telbec/ - X-Terra Resources Inc. (TSXV: XTT) and (FRANKFURT: XTR) announces that it will effect a non-brokered

private placement in a maximum amount of

$1,175,000

by issuing a maximum of 4.7 million units at a price of

$0.24

per unit. Each of the units will consist of one

common share in the capital of X-Terra Resources and one-half of a common share purchase warrant. Each full warrant will entitle its holder to purchase one

additional common share of X-Terra Resources at an exercise price of

$0.35

for a period of 24 months from the closing date of the private placement. The closing

of the private placement is expected to take place on or about May 24, 2017.

The private placement is subject to approval of the TSX Venture Exchange.

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

17,836,123 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/May2017/08/c3524.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 06:00e 08-MAY-17