X-Terra Signs Letter of Intent for Reverse Take-Over and "Spin-Out" of Resource Assets in New Company

ROUYN-NORANDA, QC, Oct. 3, 2013 /CNW Telbec/ - X-Terra Resources Corporation (TSXV: XT) is pleased to announce that it has entered into a letter of intent dated October 3, 2013 with an arm's-length Toronto-based private company for a reverse take-over of X-Terra and the "spin-out" of X-Terra's resource properties in a new public company.

The letter of intent provides that X-Terra will amalgamate or otherwise combine with the Toronto-based company and become a natural resources merchant bank.  At the same time, X-Terra will transfer all of its resource properties and all of its liabilities to a new company, and distribute the shares of the new company to X-Terra's shareholders.  As a result, at the closing of the proposed transaction, X-Terra's shareholders will become shareholders of a new natural resources merchant bank and shareholders of a new company which will carry on X-Terra's current natural resource business.

Completion of the proposed transaction is subject to numerous conditions, including negotiation and execution of definitive agreements, shareholder approval, completion of financing, and regulatory approval, including that of the TSX Venture Exchange.  No assurances can be given that the proposed transaction will be completed as proposed or at all.

X-Terra will issue a detailed press release regarding the proposed transaction when its terms and conditions are finalized.  X-Terra understands that its stock will be halted on the TSX Venture Exchange pending such press release.

About X-Terra Resources

X-Terra is a resource company focused on acquiring and exploring energy properties in Canada. X-Terra Resources has 11,783,069 shares outstanding, a cash position of $2.35 million and an investment of 2,000,000 shares of Brownstone Energy Inc.

Forward-looking Statements

This news release contains certain forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties beyond the ability of X-Terra to control or predict, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements, including risks disclosed in filings with the Canadian securities regulators made by X-Terra. No assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that X-Terra will derive therefrom.  In particular, no assurance can be given as to whether the proposed transaction described in this news release will be completed.  Accordingly, readers should not place undue reliance on forward-looking statements.

Neither 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 this release.

SOURCE: X-TERRA RESOURCES CORPORATION

For further information:

Martin Dallaire, P. Eng.
President and Chief Executive Officer
Telephone: 819-762-0609, Fax: 819-762-0097
Email: info@xterraresources.com
Website: www.xterraresources.com

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X-TERRA RESOURCES CORPORATION

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