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.

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