X-Terra Arranges a $400,000 Private Placement with MineralFields



    VANCOUVER, October 1st, 2007 /CNW Telbec/ - X-Terra Resources
Corporation (XT-TSXV) is pleased to announce that the company has arranged a
private placement, subject to regulatory approval, with the MineralFields
Group for gross proceeds of $400 000. In total, the corporation will issue
426,666 Flow-Through units at a price of $0.75 cents per unit, with each unit
consisting of one flow-through common share and one common share purchase
warrant. Each warrant entitles the holder thereof to purchase one common share
of the corporation for a period of 24 months at an exercise price of $1.00 per
share. The corporation will also issue 133,333 hard-dollar units at a price of
$0.60 cents per unit, with each unit consisting of one common share and one
common share purchase warrant. Each warrant entitles the holder thereof to
purchase one common share of the corporation for a period of 24 months at an
exercise price of $0.75 cents per share.
    Limited Market Dealer Inc. will receive a cash finder's fee of 5 percent
of the gross proceeds and non-transferable finder's fee options in the form of
units equal to 5 percent of the number of units issued by the corporation for
a total of 27,999 units with an exercise price of $0.60 cents. Each unit
consists of one common share and one common share purchase warrant. Each
warrant entitles the holder thereof to purchase one common share of the
corporation for a period of 24 months at an exercise price of $0.75 cents per
share.
    All securities issued pursuant to the offering will be subject to a hold
period expiring 4 months from the closing.

    About MineralFields, Pathway and First Canadian Securities(R)

    MineralFields Group (a division of Pathway Asset Management) is a
Toronto-based mining fund with significant assets under administration that
offers its tax-advantaged superflow-through limited partnerships to investors
throughout Canada during most of the calendar year, as well as hard-dollar
resource limited partnerships to investors throughout the world. Pathway Asset
Management also specializes in the manufacturing and distribution of
structured products and mutual funds. Information about MineralFields Group is
available at its website. First Canadian Securities, a division of Limited
Market Dealer, is active in leading resource financings (both flow-through and
hard-dollar financings) on competitive, effective and service-friendly terms,
with investors both within and outside of MineralFields Group.

    About X-Terra Resources:

    X-Terra is a mineral resources company focused on acquiring and exploring
gold and uranium properties in Canada. X-Terra has active gold/uranium
exploration projects in province of Quebec, Canada.

    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. Accordingly, readers should
not place undue reliance on forward-looking statements.

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.
    %SEDAR: 00004590E




For further information:

For further information: Laurent Hallé, President and CEO, (819)
762-0609, Fax: (819) 762-0097, info@terraxmanagement.com

Organization Profile

X-Terra Resources Corporation

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