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2015

Alianza Minerals Ltd.
Plan of Arrangement, Subscription Receipt Financing and Related Transactions

We acted as counsel to Tarsis Resources Ltd. (“Tarsis”) in connection with its acquisition of Estrella Gold Corporation (“Estrella”) by way of plan of arrangement under the Business Corporations Act (British Columbia), which closed in April, 2015. Pursuant to the arrangement, Tarsis acquired all the shares of Estrella on a one-for-one basis, then immediately completed a ten-for-one share consolidation, changed its name to Alianza Minerals Ltd. (“Alianza”) and changed the name of Estrella, now its wholly-owned subsidiary, to Alianza Holdings Ltd. Just prior to and in conjunction with the completion of the arrangement, Tarsis completed a $750,000 subscription receipt financing and issued 3 million subscription receipts at a price of $0.25 per subscription receipt. Upon closing of the arrangement and completion of the consolidation and the name change, the subscription receipts converted to units consisting of one post-consolidation common share and one post-consolidation common share purchase warrant of Alianza.

Alianza is a prospect generator focused on the Americas, particularly the Cordilleran regions that characterize western North and South America. Alianza has four projects in Peru, ten in Nevada, three in Mexico, and five in Yukon, and the flexibility to acquire new projects in the Americas as opportunities arise. Alianza’s shares are listed on the TSX Venture Exchange under the symbol “ANZ”.