XAG Xtierra Inc

Xtierra Inc. (TSX VENTURE:XAG) ("Xtierra" or the "Company") announces that it
has entered into an exchange and investment agreement (the "Exchange and
Investment Agreement") dated April 25, 2014 with its two principal shareholders
which provides for the following transactions completed today:




--  The exchange by the Pacific Road Resources group of funds (collectively
    "PRRF") of US$1,075,000 principal amount of the non-interest bearing
    unsecured convertible notes of the Company's subsidiary, Orca Minerals
    Limited ("Orca") due April 28, 2014 (the "Convertible Notes") for an
    aggregate of 11,944,444 Xtierra shares. The Convertible Notes were
    originally issued under a note purchase agreement dated April 14, 2009
    and the right to exchange them for Xtierra shares was contained in such
    agreement;

--  The exchange by PRRF of their remaining US$175,000 principal amount of
    Convertible Notes for an equivalent amount principal amount of 5%
    interest bearing secured notes due April 30, 2015 (the "2015 Notes");

--  The exchange by PRRF and Minco plc ("Minco") of US$500,000 principal
    amount of 5% interest bearing unsecured notes originally due March 31,
    2014 (the "2014 Notes") plus accrued interest of US$7,730.39 for
    US$507,730.39 principal amount of 2015 Notes; and 

--  issue and sale by way of private placement to each of PRRF and Minco of
    US$125,000 principal amount of 2015 Notes at a price of 100%.



The Convertible Notes were originally issued under a note purchase agreement
dated April 14, 2009 and the right to exchange them for Xtierra shares was
contained in such agreement.


The net effect of these agreements with the Company's major shareholders is to
settle its liability of US$1,075,000 due April 28, 2014 by the issue of
11,944,444 shares, roll over US$500,000 in notes due March 31 2014 until April
30, 2015 and secure further advances of US$250,000 to fund its working capital
for the remainder of 2014. The resultant US$932,730 balance of shareholder
advances from PRRF and Minco represented by the new 2015 Notes is now due April
30, 2015, carries interest of 5% and is secured by a pledge by the Company of
its shares in its wholly owned subsidiary Orca in favour of PRRF and Minco,
proportionately. The Exchange and Investment Agreement also grants PRRF and
Minco information and board representation rights.


Proceeds from the placement will be used for working capital and general
corporate expenses for 2014. To save costs, the Company has curtailed all other
expenditures while examining strategic alternatives for advancing the Bilbao
project.


Prior to these transactions, PRRF held, collectively, approximately 35.3 million
common shares (34.15% of Xtierra's issued and outstanding common shares) divided
among two Australian based and one Belgium based private equity resource funds
holding approximately 3.5 million shares (3.39%), 3.5 million shares (3.39%) and
28.3 million shares (27.37%), respectively. As a result of these transactions,
PRRF has increased its collective holdings to approximately 47.3 million shares
(40.97%).


Minco holds approximately 30.0 million shares amounting to approximately 29.01%
of the issued and outstanding common shares of Xtierra (26.0% after these
transactions). 


Related Party Transaction

Based upon their respective holdings of Xtierra shares detailed above, PRRF and
Minco are related parties to Xtierra and accordingly this financing is subject
to the rules contained in Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions of the Canadian Securities
Administrators ("MI 61-101") and Policy 5.9 of the TSX Venture Exchange. 


The issue of the 2015 Notes was considered and approved by the Board of
Directors of Xtierra, three of the five members of which are independent. Mr.
John Kearney, a director of Xtierra and Chief Executive of Minco and Mr. Lee
Graber, a director of Xtierra who is engaged by Pacific Road Capital Management
Pty. Ltd. (an adviser to PRRF) declared their respective interests in the
transaction and neither voted on nor influenced the Board's deliberations
concerning the financing.


The exchange of Convertible Notes for Xtierra shares was pursuant to existing
exchange rights contained in the 2009 note purchase agreement. 


As the value of the new financing is less than 25% of its current $10,342,589
market capitalization, Xtierra does not intend to complete a formal valuation in
accordance with section 5.4 of MI 61-101 based upon Xtierra's reliance on the
exemption contained in subsection 5.5(a) of MI 61-101. Minority shareholder
approval of the placement will not be sought based upon the exemption contained
in subsection 5.7(a) which is applicable in these circumstances. No new control
person or insider (as those terms are defined in the policies of the TSX Venture
Exchange) will be created as a result of this financing.


About Xtierra Inc.

Xtierra Inc. is a Toronto based exploration and development company listed on
the TSX Venture Exchange. Xtierra's shares trade under the symbol "XAG". As a
result of these transactions Xtierra now has 115,370,336 shares issued and
outstanding. 


Xtierra's objective is to become a mid-tier producer of silver and base metals
through the development of its Bilbao and Laguna projects, both located in the
Central Mexican Silver Belt in the State of Zacatecas. 


ON BEHALF OF THE BOARD OF DIRECTORS OF XTIERRA INC.

Gerald Gauthier, President and COO 

Cautionary Notes: 

This press release may contain "forward-looking information" within the meaning
of applicable Canadian securities legislation. The TSX Venture Exchange has not
reviewed and does not accept responsibility for the adequacy or accuracy of the
content of this release. 


For further information visit www.xtierra.ca.

FOR FURTHER INFORMATION PLEASE CONTACT: 
Xtierra Inc.
Gerald Gauthier
President & Chief Operating Officer
+1 (416) 362-8243


Xtierra Inc.
Tim Gallagher
Director
+1 (416) 925-0090
www.xtierra.ca

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