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X-Terra Resources to issue shares in payment of a debt

Share Capital & Compensation

X-Terra Resources to issue shares in payment of a debt

ROUYN-NORANDA, QC

, May 5, 2017 /CNW Telbec/ - X-Terra Resources Inc. (TSXV: XTT) and (FRANKFURT: XTR) announces that it proposes to issue 400,000

common shares in settlement of a debt in an amount of

$100,000

(the "Debt Settlement"). The debt resulted from exploration services provided by an arm's length

consultant of X-Terra.

The common shares to be issued pursuant to the Debt Settlement will be issued at a deemed price of

$0.25

per share and will be subject to a four-month hold

period pursuant to applicable securities legislation and the policies of the TSX Venture Exchange.

The Board of Directors and Management of X-Terra believe that the proposed settlement of debts by the issuance of common shares is in the best interests of X-

Terra as it allows it to preserve its cash position.

The Debt Settlement is subject to regulatory approval, including that 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

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, 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/May2017/05/c2971.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 19:00e 05-MAY-17