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X-Terra Resources options Veronneau property

Mergers & Acquisitions

X-Terra Resources options Veronneau property

ROUYN-NORANDA, QC

, Jan. 17, 2017 /CNW Telbec/ - X-Terra Resources Inc. (TSXV: XTT) is pleased to announce that in connection with its previously-

announced letter of intent it has entered into an exploration and option agreement with a group of four prospectors (the "Optionors"), pursuant to which X-Terra has

an option to acquire up to a 60% undivided ownership interest in 234 mining claims located in the Eeyou Istchee/Baie-James territory, 135 kilometres north of the

town of

Matagami

in the province of Québec, which agreement remains subject to the satisfaction of certain conditions, including the approval of the TSX Venture

Exchange. These 234 mining claims are comprising part of the newly discovered Veronneau gold property.

A new gold showing was discovered on the Veronneau property in 2015 by geologists of the Ministère de l'Énergie et des Ressources naturelles (Québec), while

completing regional mapping of the area. An initial sample was taken from an outcrop of rusty amphibolitized basalt, within a metric deformation corridor (assay

results: 6.89 grams per tonne gold; source: MRNFP; unique sample 2015061382). Additional channel sampling work was completed by the Optionors on the

Veronneau property during the summer of 2016 and returned additional results of 2.39 grams per tonne Au over a width of 4.65 metres.

Additional grab and channel samples were obtained by X-Terra throughout its due diligence process and returned positive results (see press release dated

November 22, 2016

).

"The signing of the exploration and option agreement to have an option to acquire up to a 60% interest in the Veronneau property is a pivotal moment for X-Terra

as it begins to lay its foundation in the

James Bay

area in the province of Québec. X-Terra's strategy is to explore and develop the Veronneau discovery and build

shareholder value" stated

Michael Ferreira

, X-Terra's President and Chief Executive Officer.

Pursuant to the exploration and option agreement, X-Terra may earn up to a 60% undivided ownership interest in the 234 mining claims by issuing an aggregate of

5,000,000 common shares of X-Terra to the Optionors over a period of four years, by making cash payments to the Optionors in the aggregate amount of

$250,000

over a period of three years and by incurring mining exploration expenditures of

$3,500,000

in the aggregate over a period of four years. Upon completing all of the

payments mentioned above, X-Terra will have a 60% ownership interest in the Claims and will enter into a 60% - 40% join venture agreement with the Optionors.

Pursuant to the exploration and option agreement, X-Terra entered into an assignment agreement with the Optionors pursuant to which X-Terra shall transfer and

assign to the Optionors 70 mining claims adjacent to the Veronneau property in consideration for a cash payment of

$5,000

by the Optionors, which payment will

be set off against the last cash payment to be made to the Optionors pursuant to the exploration and option agreement. These 70 mining claims, together with

234 claims already owned by the Optionors are subject to the exploration and option agreement.

Qualified Person

Mr.

Jeannot Théberge

, PGeo, a consultant to X-Terra Resources, is the qualified person for the Veronneau property

under National Instrument 43

101 Standards

of Disclosure for Mineral Projects

responsible for the technical contents of this news release, and has approved the disclosure of the technical information

contained herein.

About X-Terra Resources Inc.

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

Canada

.

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

development of the Property, or if any of them do so, what benefits X-Terra Resources will derive. 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, 2015, 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.

%SEDAR: 00035962E

For further information:

X-Terra Resources Inc., Mr. Michael Ferreira, President & 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 08:30e 17-JAN-17