Rouyn-Noranda, Québec, January 17, 2017 – 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 Projectsresponsible 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.

For further information:

XX-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: info@xterraresources.com

Website: www.xterraresources.com