NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Rouyn-Noranda, Québec, February 3, 2023 – X-Terra Resources Inc. (TSXV: XTT) (FRANKFURT: XTR) (“X-Terra” or the “Corporation”) announces the consolidation of its common shares on the basis of one post-consolidation common share for every seven pre-consolidation shares issued and outstanding as of the close of business on February 2, 2023. The shares are expected to begin trading
on a consolidated basis on the TSX Venture Exchange on Wednesday, February 8, 2023. The share consolidation was approved by the Corporation’s shareholders at the annual and special meeting held on August 31, 2022.
The Corporation shareholders will receive one post-consolidation common share for every seven preconsolidation shares held by them. No fractional shares will be issued as a result of the consolidation.
Fractional interests will be rounded to the nearest whole number of shares without any consideration payable therefor.
The consolidation affects all the Corporation’s common shares outstanding on February 2, 2023. As a result, the number of issued and outstanding shares will be reduced to 16,384,087 from 114,688,936, subject to treatment of fractional shares. Each shareholder’s percentage ownership in the Corporation and proportional voting power will remain unchanged, except for minor adjustments resulting from the treatment of fractional shares. The new CUSIP number for the post-consolidation shares is 98387W205 and the new ISIN number is CA98387W2058. X-Terra’s common shares will continue to trade under
the symbol “XTT” and X-Terra’s name will not change.
Shareholders who hold their shares in brokerage accounts or in “street name” are not required to take
any action to effect an exchange of their shares.
Registered shareholders will receive a letter of transmittal from Computershare Investor Services Inc.,
the Corporation’s transfer agent. The letter of transmittal will contain instructions on how registered
shareholders can exchange their share certificates representing pre-consolidation shares for new certificates representing post-consolidation shares. Until surrendered, each share certificate
representing pre-consolidation shares will represent the number of whole post-consolidation shares to which the holder is entitled as a result of the consolidation.
The consolidation will not have any effect on the number of issued and outstanding common share purchase warrants of the Corporation. However, as a result of the consolidation, the number of shares issuable upon the exercise of each warrant will be reduced and the exercise price increased, the whole
in accordance with the terms of the instruments governing the warrants.
Management believes that the share consolidation is necessary to provide the Corporation with a share structure that will better attract capital financing and that will provide for future growth opportunities.
The share consolidation is subject to final approval from 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.