UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F/A



 ̈

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2016

OR

 ̈

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

OR

 ̈

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report





Alianza Minerals Ltd.

(Formerly Tarsis Resources Ltd.)

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



Suite 410-325 Howe  Street, Vancouver, British Columbia, Canada V6C 1Z7

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:

None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the Companys classes of capital or common stock as of the close of the period covered by the annual report.    28,279,078 Common Shares



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes    ̈      No x



If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  ̈ No x



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.

Yes x  No  ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.



Large accelerated filer     ̈          Accelerated filer     ̈          Non-accelerated filer  x



Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|            |                                                                                                          |         
|----------- | -------------------------------------------------------------------------------------------------------- | --------
|U.S. GAAP  ̈ | International Financial Reporting Standards as issued
by the International Accounting Standards Board  x | Other   ̈



Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17   ̈       Item 18  x



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈   No  x   N/A  ̈





Under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), Alianza is classified as an "Emerging Growth Company". Under the JOBS Act, Emerging Growth Companies are exempt from certain reporting requirements, including the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Under this exemption, the companys auditor will not be required to attest to and report on managements assessment of the companys internal controls over financial reporting during a five-year transition period.  The Company is also exempt from certain other requirements, including the requirement to adopt certain new or revised accounting standards until such time as those standards would apply to private companies. The Company will remain an Emerging Growth Company for up to five years, although it will lose that status earlier if revenues exceed US$1 billion, or if the Company issues more than US$1 billion in non-convertible debt in a three year period, or if the market value of the common stock held by non-affiliates exceeds US$700 million.





Page 2 of 159

Index to Exhibits on Page 116





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Alianza Resources Ltd.

Form 20-F/A Annual Report



Table of Contents



|          |                                                                              |     
|--------- | ---------------------------------------------------------------------------- | ----
|          | PART I                                                                       | Page
|          |                                                                              |     
|Item 1.   | Identity of Directors, Senior Management and Advisors                        | 5   
|Item 2.   | Offer Statistics and Expected Timetable                                      | 5   
|Item 3.   | Key Information                                                              | 5   
|Item 4.   | Information on the Company                                                   | 12  
|Item 5.   | Operating and Financial Review and Prospects                                 | 69  
|Item 6.   | Directors, Senior Management and Employees                                   | 83  
|Item 7.   | Major Shareholders and Related Party Transactions                            | 91  
|Item 8.   | Financial Information                                                        | 92  
|Item 9.   | The Offer and Listing                                                        | 92  
|Item 10.  | Additional Information                                                       | 96  
|Item 11.  | Quantitative and Qualitative Disclosures about Market Risk                   | 112 
|Item 12.  | Description of Other Securities Other Than Equity Securities                 | 113 
|          |                                                                              |     
|          | PART II                                                                      |     
|          |                                                                              |     
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                              | 113 
|Item 14.  | Material Modifications to the Rights of Security Holders and Use of Proceeds | 113 
|Item 15.  | Controls and Procedures                                                      | 113 
|Item 16.  | Reserved                                                                     | 114 
|Item 16A. | Audit Committee Financial Expert                                             | 114 
|Item 16B. | Code of Ethics                                                               | 115 
|Item 16C. | Principal Accountant Fees and Services                                       | 115 
|Item 16D. | Exemptions from Listing Standards for Audit Committees                       | 115 
|Item 16E. | Purchase of Equity Securities by the Issuer and Affiliated Purchasers        | 115 
|Item 16F. | Change in Registrants Certifying Accountant                                 | 116 
|Item 16G. | Corporate Governance                                                         | 116 
|Item 16H. | Mine Safety Disclosure                                                       | 116 
|          |                                                                              |     
|          | PART III                                                                     |     
|          |                                                                              |     
|Item 17.  | Financial Statements                                                         | 116 
|Item 18.  | Financial Statements                                                         | 116 
|Item 19.  | Exhibits                                                                     | 116 



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METRIC EQUIVALENTS



For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:



|                       |                    |            
|---------------------- | ------------------ | -----------
|To Convert from Metric | To Imperial        | Multiply by
|                       |                    |            
|Hectares               | Acres              | 2.471      
|Meters                 | Feet (ft.)         | 3.281      
|Kilometers (km)        | Miles              | 0.621      
|Tonnes                 | Tons (2000 pounds) | 1.102      
|Grams/tonne            | Ounces (troy/ton)  | 0.029      



INTRODUCTION



Alianza Minerals Ltd. (Alianza or the Company) was incorporated in Alberta under the Business Corporations Act (Alberta) on October 21, 2005 under the name Tarsis Capital Corporation. The Company was originally classified as a Capital Pool Corporation ("CPC") and completed is qualifying transaction on July 16, 2007. On April 25, 2008, Tarsis continued into British Columbia under the Business Corporations Act (British Columbia) and changed its name to Tarsis Resources Ltd. on June 17, 2009. On April 29, 2015, the Company acquired all the issued and outstanding common shares of Estrella Gold Corporation by way of a court-approved plan of arrangement. Upon completion of the acquisition, the Company effected a share consolidation of ten old shares for each new share and changed its name to Alianza Minerals Ltd.



BUSINESS OF ALIANZA MINERALS LTD.



Alianza Minerals is a mineral company engaged in the acquisition and exploration of mineral properties.



There are no known proven reserves of minerals on Alianzas properties.  All of the Company's properties are currently at the exploration stage. The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites. The Company has not reported any revenue from operations since incorporation.  As such, Alianza Minerals is defined as an exploration-stage company.



FINANCIAL AND OTHER INFORMATION



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$ or $).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



Common share and per share amounts have been adjusted for the 1 for 10 common share consolidation effective April 29, 2015.



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FORWARD-LOOKING STATEMENTS



Certain statements in this document constitute forward-looking statements. Some, but not all, forward-looking statements can be identified by the use of words such as anticipate, believe, plan, estimate, expect, and intend, statements that an action or event may, might, could, should, or will be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.



Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrants common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.





PART I



Item 1.  Identity of Directors, Senior Management and Advisors



Not Applicable



Item 2.  Offer Statistics and Expected Timetable



Not Applicable



Item 3.  Key Information



As used within this Annual Report, the terms Alianza, the Company, Issuer and Registrant refer collectively to Alianza Minerals Ltd., its predecessors, subsidiaries and affiliates.



SELECTED FINANCIAL DATA



The selected financial data of the Company for the fiscal year ended September 30, 2016 and 2015 were derived from the consolidated financial statements of the Company which have been audited by DeVisser Gray, Independent Registered Chartered Professional Accountants, as indicated in its auditors report which is included elsewhere in this Annual Report. The data for the fiscal years ended 2014 were derived from the consolidated financial statements of the Company which have been audited by Davidson & Company LLP, Chartered Professional Accountants. The financial data for the fiscal years ended September 30, 2013 and 2012 have also been derived from the consolidated financial statements of the Company as audited by Davidson & Company LLP, although the consolidated financial statements and auditors report are not included in this Annual Report.



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The selected financial data should be read in conjunction with the consolidated financial statements and other financial information included elsewhere in the Annual Report.



The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.



Table No. 1 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards (IFRS).



Table No. 1

Selected Financial Data

(CDN$ in 000, except per share data)*



|                                 |                                                                                                             |                    |                    |                    |                    | 
|-------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------ | ------------------ | ------------------ | ------------------ | 
|                                 | Year
Ended
9/30/16                                                                                          | Year
Ended
9/30/15 | Year
Ended
9/30/14 | Year
Ended
9/30/13 | Year
Ended
9/30/12
|                                 |                                                                                                             |                    |                    |                    |                   
|Revenue                          | $0                                                                                                          | $0                 | $0                 | $0                 | $0                
|Interest and Other Income        | $3                                                                                                          | $21                | $2                 | $4                 | $2                
|Net Loss                         | ($1,453)                                                                                                    | ($2,831)           | ($4,118)           | ($1,317)           | ($1,320)          
|Total Comprehensive Loss         | ($1,544)                                                                                                    | ($2,751)           | ($4,089)           | ($1,321)           | ($1,347)          
|Basic and Diluted Loss Per Share | ($0.07)                                                                                                     | ($0.30)            | ($0.84)            | ($0.33)            | ($0.44)           
|Dividends Per Share              | $0                                                                                                          | $0                 | $0                 | $0                 | $0                
|Wtg. Avg. Shares  (000)          | 20,381                                                                                                      | 9,298              | 4,886              | 3,982              | 3,052             
|Working Capital (deficit)        | $332                                                                                                        | ($87)              | $95                | ($88)              | $930              
|Mineral Properties               | $2,494                                                                                                      | $2,933             | $4,086             | $7,203             | $7,268            
|Long-Term Debt                   | $0                                                                                                          | $0                 | $0                 | $0                 | $0                
|Shareholders Equity             | $3,266                                                                                                      | $3,107             | $3,651             | $6,622             | $7,741            
|Total Assets                     | $3,512                                                                                                      | $3,548             | $4,327             | $7,248             | $8,375            
|                                 | * Per share amounts have been adjusted for the 1 for 10 common share consolidation effective April 29, 2015



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).



Table No. 2 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31st, the average rates for the period, and the range of high and low rates for the period. Table No. 2 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.



For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.



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Table No. 2

Canadian Dollar/U.S. Dollar



|                             |         |         |         |        
|---------------------------- | ------- | ------- | ------- | -------
|Period                       | Average | High    | Low     | Close  
|                             |         |         |         |        
|Year Ended 12/31/16          | $  1.13 | $  1.17 | $  1.10 | $  1.17
|Year Ended 12/31/15          | 1.29    | 1.40    | 1.17    | 1.38   
|Year Ended 12/31/14          | 1.11    | 1.16    | 1.06    | 1.16   
|Year Ended 12/31/13          | 1.04    | 1.07    | 0.98    | 1.06   
|Year Ended 12/31/12          | 1.00    | 1.04    | 0.97    | 1.00   
|                             |         |         |         |        
|Three Months Ended 12/31/16  | $  1.14 | $  1.17 | $  1.12 | $  1.17
|Three Months Ended   9/30/16 | 1.12    | 1.14    | 1.11    | 1.12   
|Three Months Ended   6/30/16 | 1.12    | 1.17    | 1.10    | 1.12   
|Three Months Ended   3/31/16 | 1.15    | 1.17    | 1.13    | 1.17   
|                             |         |         |         |        
|Three Months Ended 12/31/15  | $  1.34 | $  1.40 | $  1.29 | $  1.38
|Three Months Ended   9/30/15 | 1.32    | 1.34    | 1.26    | 1.34   
|Three Months Ended   6/30/15 | 1.24    | 1.26    | 1.20    | 1.25   
|Three Months Ended   3/31/15 | 1.26    | 1.28    | 1.17    | 1.27   
|                             |         |         |         |        
|Three Months Ended 12/31/14  | $  1.09 | $  1.10 | $  1.07 | $  1.07
|Three Months Ended   9/30/14 | 1.11    | 1.12    | 1.06    | 1.09   
|Three Months Ended   6/30/14 | 1.14    | 1.16    | 1.12    | 1.16   
|Three Months Ended   3/31/14 | 1.11    | 1.13    | 1.06    | 1.11   
|                             |         |         |         |        
|December 2016                |         | $  1.17 | $  1.14 | $  1.17
|November 2016                |         | 1.15    | 1.13    | 1.14   
|October 2016                 |         | 1.14    | 1.12    | 1.12   
|September 2016               |         | 1.13    | 1.11    | 1.12   
|August 2016                  |         | 1.13    | 1.11    | 1.11   
|July 2016                    |         | 1.14    | 1.11    | 1.13   



The exchange rate was $1.17 on December 31, 2016.



Statement of Capitalization and Indebtedness



Not applicable



Risk Factors



An investment in the Common Shares of the Company must be considered speculative due to the nature of the Companys business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:



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Risks Associated with Mineral Exploration



The Company is engaged in the mineral exploration business, which is highly speculative and has certain inherent risks which could have a negative effect on the Company.

Mineral exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.



All of the Company's mineral properties are at the exploration stage and all of the Company's exploration expenditures may be lost.

The Company is at the exploration stage on all of its properties and substantial additional work and expenditures will be required in order to determine if any economic deposits occur on the Companys properties. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.



The mineral industry is highly competitive.

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Companys operations.



Commodity prices may not support corporate profit.

The resource industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered and developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  The prices of natural resources are volatile over short periods of time, and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production. If the Company is unable to economically produce minerals from its projects, it would have a negative effect on the Companys financial condition, or require the Company to cease operations altogether.



The Company's mineral exploration activities are subject to substantial government regulatory requirements.

Exploration operations are affected by various government regulations relating to resource operations, including the acquisition of land, pollution control and environmental protection, waste disposal and toxic substances, and safety.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  The requirements to comply with these regulations may result in increased costs, as well as delays in obtaining the permits required to conduct operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.



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On the Federal, Provincial/Territorial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Companys financial position and operations.



The Companys title to its properties may be disputed by third parties which could result in the loss of title to its properties.

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Companys title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title.  If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Companys operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.



Risks Relating to the Financing of the Company



The Companys auditors have Expressed a Going Concern Opinion.

The Companys auditor has included a going concern opinion in its auditors report to the Company's consolidated financial statements for the fiscal year ended September 30, 2016. The qualification was included as a result of the Company's need to obtain additional financing through the issuance of common shares or obtaining joint venture or property sale agreements for one or more properties. If the Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.



The Company will require additional financing which could result in substantial dilution to existing shareholders.

The Company, while engaged in the business of mineral exploration, is dependent on additional financing for planned exploration programs as outlined herein.  Management anticipates being able to raise the necessary funds by means of equity financing.  The ongoing exploration of the Companys properties is dependent upon the Companys ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Companys exploration properties, as well as the possible loss of its interest in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.



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The Company has a history of net losses and no operational cash flow to sustain operations and does not expect to begin receiving operating revenue in the foreseeable future.

None of the Companys properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The Company has negative cash flow and a working capital deficit. Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.



Risks Relating to an Investment in the Securities of the Company



The market for the Companys common stock has been subject to volume and price volatility which could have a negative effect on a shareholders ability to buy or sell the Companys shares.

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating resource commodities fluctuate from one business cycle to the next.  The Companys common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Companys business, and changes in estimates and evaluations by securities analysts or other events or factors.



In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the price of the Companys common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Companys common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.



The company has a dependence upon key management employees, the loss or absence of which could have a negative effect on the Companys operations.

The Company strongly depends on the business and technical expertise of its management and key personnel, including President and Chief Executive Officer Jason Weber, Chief Financial Officer Winnie Wong, and Director Mark Brown.  There is little possibility that this dependence will decrease in the near term.  As the Companys operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Companys operations.



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Certain officers and directors may have conflicts of interest.

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies.  While the Company is engaged in the business of acquiring and exploring mineral properties, such associations may give rise to conflicts of interest from time to time.  The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company.  If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter.  In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.



The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors.

The Company could be classified as a Passive Foreign Investment Company (PFIC) under the United States tax code. If the Company is declared a PFIC, then owners of the Companys Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Companys shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Companys net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.



U.S. investors may not be able to enforce their civil liabilities against the company or its directors, controlling persons and officers.

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. All of the Companys directors and officers are residents of Canada and all of the Companys assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  United States citizens may be required to petition Canadian Courts to enforce civil judgments obtained in the United States. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.



Broker-Dealers may be discouraged from effecting transactions in our common shares because they are considered "Penny Stocks" and are subject to the Penny Stock Rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA broker-dealers who make a market in "a penny stock".  A penny stock generally includes any equity security that has a market price of less than $5.00 per share that is not registered on certain national securities exchanges or quoted on the NASDAQ system. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.



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Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000 in each of the last two years, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.



In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.



As a Foreign Private Issuer, the company is exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act.

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.





Item 4.  Information on the Company



DESCRIPTION OF BUSINESS



Introduction



Alianza's executive office is located at:

325 Howe Street, Suite 410, Vancouver, British Columbia, Canada V6C 1Z7

Telephone: (604) 687-3520

Facsimile: (888) 889-4874

E-Mail: info@alianzaminerals.com

Website: www.alianzaminerals.com



The Contact person in Vancouver is Jason Weber, President and CEO.



The Company currently leases its corporate office space in Vancouver from Pacific Opportunity Capital Ltd., a related party, under a month to month, verbal agreement.



The Companys fiscal year ends September 30th. From inception through fiscal 2010, the Companys fiscal year ended October 31st.



The Company's common shares trade on the TSX Venture Exchange under the symbol "ANZ".



The authorized share capital of the Company consists of an unlimited number common shares and unlimited number of preferred shares, issuable in series. As of December 31, 2016, the end of the most recent fiscal quarter, there were 28,279,078 common shares and no preferred shares issued and outstanding.



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Corporate Background



The Company was originally incorporated under the Business Corporations Act (Alberta) under the name "Tarsis Capital Corp." on October 21, 2005. The Company continued into British Columbia under the Business Corporations Act (British Columbia) on April 25, 2008 and changed its name to "Tarsis Resources Ltd." on June 17, 2009. On April 29, 2015, the Company acquired all the issued and outstanding common shares of Estrella Gold Corporation by way of a court-approved plan of arrangement. Upon completion of the acquisition, the Company effected a share consolidation of ten old shares for each new share and changed its name to Alianza Minerals Ltd..



The Company has the following subsidiaries:



|                                          |                |                    |                    
|----------------------------------------- | -------------- | ------------------ | -------------------
|Name of Subsidiaries                      | % of ownership | Jurisdiction       | Principal Activity 
|Alianza Holdings Ltd.                     | 100%           | Canada             | Holding Company    
|Canadian Shield Explorations (Intl) Ltd. | 100%           | Canada             | Holding Company    
|Canadian Shield Explorations Ltd.         | 100%           | Canada             | Holding Company    
|Estrella Gold Peru S.A.C.                 | 100%           | Peru               | Exploration Company
|Estrella Gold DR, S.R.L. (3)              | 100%           | Dominican Republic | Holding Company    
|Minera Tarsis, S.A. de C.V.(1)            | 100%           | Mexico             | Exploration Company
|Tarsis Resources US Inc.                  | 100%           | Nevada, USA        | Holding Company    
|Gallant Minerals Peru Ltd. S.A. (2)       | 90%            | Peru               | Exploration Company
|Yanac Peru Exploration LLC                | 100%           | Delaware, USA      | Holding Company    
|Yanac Minera Peru S.A.C.                  | 100%           | Peru               | Exploration Company



(1)

Effective September 30, 2015, the Company applied to windup Minera Tarsis S.A. de C.V. and wrote off the subsidiary

(2)

Subsequent to September 30, 2015, Gallant Minerals Peru Ltd. S.A. was wound up.

(3)   Estrella Gold DR, S.R.L is in the process of being wound up.



Currently, the Company conducts mineral exploration in Peru, the United States, and Canada.



History and Development of the Business



The Company was originally incorporated as a Capital Pool Company (CPC) under the policies of the TSX Venture Exchange, and began trading on the TSX Venture Exchange on March 1, 2006 under the symbol "TCC".



On April 27, 2007, the Company entered into a Letter of Intent with Almaden Minerals Ltd. and its subsidiary Minera Gavilan SA de CV to acquire certain mineral property interests held by Almaden and Gavilan located in the Yukon Territory and Mexico. These interests included 6 mineral properties (MOR, Cabin Lake, Caribou Creek, Meister River, Tim/Wolf, and Goz Creek) in the Yukon Territory and 1 property (Erika) located in Mexico. Consideration for the acquisition was the issuance of 350,000 common shares of the Company at a price of $4.00 per share (adjusted for the 1 for 10 common share consolidation effective April 29, 2015) and a net smelter return royalty of 2% on all mineral products discovered on the properties. The Company also agreed to issue an additional 50,000 common shares to Almaden if an arms-length third party optioned one of the properties within 24 months of the closing date of the acquisition agreement and agreed to expend a minimum of $500,000 in exploration expenditures. A formal acquisition agreement was dated July 16, 2007, and represented the Companys Qualifying Transaction under TSX Venture Exchange Policy 2.4. TSX approval was received on July 30, 2007.



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In September 2007, the Company announced it had entered into an option agreement with ACME Resources (formerly known as International KRL Resources Corp.) where ACME could earn a 60% interest in the Tim property from the Company by issuing 1,000,000 common shares of ACME to the Company and completing $3,000,000 in exploration expenditures before September 10, 2011. This agreement and ACME's exploration spending triggered the bonus share clause in the acquisition agreement of the Tim property from Almaden. Therefore, an additional 50,000 common shares of the Company were issued to Almaden in Fiscal 2008. In November 2010, ACME withdrew from the option agreement and returned the Tim property to the Company. During the option period ACME increased the size of the property, by staking, to approximately 6,000 hectares and 288 claims.



In June 2008, the Company agreed to acquire a 100% interest in the Prospector Mountain gold-silver-copper property in the Yukon from Almaden Minerals. Consideration for the acquisition was 10,000 common shares of the Company, $30,000 cash, and a 2% net smelter royalty to Almaden. The Company will also issue an additional 50,000 common shares to Almaden upon receipt of a positive bankable feasibility study for the property. The acquisition of the property was completed in February 2009.



In December 2009, the Company announced that it had signed an option agreement with Silver Quest Resources Ltd. whereupon Silver Quest could earn up to a 70% interest in the Companys Prospector Mountain project. Silver Quest could earn an initial 60% interest in the project by spending $4,000,000 in exploration, issuing 1,000,000 common shares, and paying $300,000 cash to the Company, all staged over 4 years. During the fiscal year ended September 30, 2012, the Company and Silver Quest amended the option agreement. Silver Quest assigned all of its rights and interest in the property to Independence Gold Corp in connection with a proposed plan of arrangement between the two companies. Independence returned the property to the Company in April 2012.



In fiscal 2009, the Company announced an agreement with Strategic Metals Ltd. to acquire a 100% interest in two mineral properties in the Yukon. The properties are the Highway Property, which is an extension to the Companys existing MOR property, and the Cord Property. Consideration for the acquisitions was 1,000 common shares of the Company and a 2% NSR to Strategic.



In fiscal 2010, the Company acquired a 100% interest in the White River gold property in the Yukon by staking. The Caribou Creek property was written-off as the Company did not carry out an exploration in 2009 and 2010 and determined it was unlikely to attract an exploration partner.



In April 2011, the Company closed a private placement of 271,089 common shares for gross proceeds of $1,626,535. The entire placement was sold to Kinross Gold Corp., which represented an approximately 9.9% ownership interest in the Company. The Company also granted Kinross the right to maintain the percentage ownership interestthrough its participation in any future financings by the Company.



During the eleven months ended September 2011, the Rosie, Burns and Rogue properties in the Yukon were acquired by staking. The Dawson Gold, Cabin Lake, and Cord properties were written-off after the Companys early stage exploration determined the properties were unlikely to attract an optionee to perform additional exploration. The Dawson Gold project was later transferred to Rackla Metals Inc. for a one-time cash payment of $10,000.



In April 2012, the Company signed an option agreement with Driven Capital Corp. for the White River Property. Driven could earn a 60% interest in the property by completing $4,250,000 in exploration and making cash payments and issuing shares to the Company. Driven completed the first phase of a diamond drill program before returning the property to the Company in February 2013.



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In February 2013, the Company optioned its Erika property in Mexico to Osisko Mining Corporation. Osisko can earn up to a 75% interest in the property by expending $4,000,000 on the property over 4 years, making $1,000,000 in cash payments to the Company, and funding and delivering a Feasibility Study. In December 2013, Osisko returned the property to the Company.



In June 2013, the Company finalized the purchase of an additional 7 gold exploration properties from Almaden Minerals Ltd. Under the agreement, the company will own a 100% interest in 5 properties in Mexico and 2 in Nevada in exchange for issuing 400,000 common shares to Almaden and granting a 2% NSR on any production from the projects. The Company will also issue an additional 20,000 shares to Almaden for each new property acquired within the area of influence surrounding each of the 7 properties, and issue a further 80,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.



In April 2015, the Company acquired all the issued and outstanding shares of Estrella Gold Corporation. Under the terms of the Plan of Arrangement, each Estrella shareholder received one Alianza common share for each Estrella common share. Estrella and the Company had officers and directors in common, and the acquisition was non-arms length. Estrella also operated as a mineral project generator with a focus on Peru, and their property interests included the advanced exploration properties Yanac and Pucarana.



In connection with the Plan of Arrangement with Estrella Gold Corporation, the Company effected a 1 for 10 common share consolidation and changed its name to Alianza Minerals Ltd. effective April 29, 2015.



In May 2015, the Company and the other property owners agreed to sell the Pucarana property in Peru to Compania de Minas Buenaventura S.A.A. (Buenaventura) in exchange for a 3% Net Smelter Royalty. The property is adjacent to Buenaventuras operating Orcopampo Gold Mine in Arequipa, Peru. Alianza had a 36% interest in the property and received a net 1.08% NSR.



During the year ended September 30, 2015, the Company dropped the Erika and Llano Grande properties in Mexico, and as a result of its exploration program, reduced the size of seven of its exploration properties in Nevada.



In October 2015, the Company announced that it had completed the reconnaissance exploration programs at its Nevada exploration properties and will make the properties available for option or joint venture. Aliazna also completed the first phase of an ongoing exploration reconnaissance program on four mineral belts in Peru designed to generate specific target properties for follow-up exploration.



In December 2015, the Companys joint-venture partner on the Yanac Copper property, Cliffs Natural Resources Ltd., sold its 50% interest in the JV to 50 King Capital Exploration Inc., a private Company. 50 King Capital terminated the JV agreement in July 2016 and transferred ownership in the property back to the Company but retained a 0.5% Net Smelter Royalty (NSR).



In February 2016, the Company sold its three remaining properties in Mexico.  The Company sold the Yago, Mezquites and San Pedro properties to Almadex Minerals Limited for a 1% NSR capped at $1,000,000.



In September 2016, the Company announced it had completed fieldwork at the Isy silver-gold property in Peru. In November 2016, the Company commenced fieldwork on its Bellview, BP and Horsethief properties in Nevada. The Nevada program will further define drill targets and obtain the necessary drill permits for future drilling.



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Business Overview



The Company currently has interests in mineral exploration projects located Peru, Nevada, USA, and the Yukon Territory, Canada. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable resource deposit is present on any of the Companys properties, and additional exploration is required before it is determined if any property is economically and legally viable.



Operations are not seasonal as the Company can conduct certain exploration activities on its properties year-round. To date, the Companys revenue has been limited to property option payments from optionees of certain of its mineral properties, interest on its cash balances, and sale of marketable securities and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Companys operations are dependent upon exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Companys current exploration projects.



The following information is an overview of the government requirements which apply to mineral exploration in the jurisdictions of each of the Companys property locations.



In Peru, mineral exploration and mining activities are administered by the Federal government. The General Mining Law includes a number of regulations which govern mining concessions, exploration and mining activities, environmental protection, health and safety, and royalties and taxes. Mining concessions permit the holder to explore for and to produce mineral resources if the holder is in compliance with the applicable laws, including environmental, social and operational regulations. Concessions are not required for prospecting activities. Each concession is assessed an annual validity fee of US$3.00 per hectare payable on or before June 30th.  In the 6th year after the year the concession title was granted, each concession must have minimum annual production of US$100 in gross sales per hectare. If there is no production, the concession holder must pay a penalty of US$6.00 per hectare per year through the 11th year, which rises to US$20.00 per hectare beginning in the 12th year. The penalty is not levied if exploration expenditures during the prior year were 10 times the amount of the applicable penalty. The concession will be forfeited if the annual validity fee or the applicable penalty fees are unpaid for two consecutive years. Surface rights are separate from mineral rights, which requires the concession holder to negotiate surface access with the individual landholders.



In the United States, federal mining laws govern mining claims on federal land, including land administered by the Bureau of Land Management (BLM). A payment of US$140 per claim is payable to the BLM by September 1 of each year per twenty acre mining claim.  This is filed in advance for the upcoming assessment year.  Prior to any exploration activity, an Exploration Plan is submitted to the BLM that outlines the work program and describes any proposed land disturbance. Reclamation plans are also submitted and an appropriate bond to ensure such reclamation is done may have to be provided before the permit is issued.



In Canada, mining law is a provincial or territorial matter. Maintaining a mineral property requires annual assessment work or cash in lieu of work. Prior to starting a work program, an application describing the program is submitted to the government authorities and this is then distributed for comment to various departments for review, such as fisheries or forestry that may discern impact from the proposed work. The government has an obligation to consult with First Nation groups in the area that may have a land claim over the mineral claims, but this consultation is often delegated to the Company to handle. A memorandum of understanding may have to be negotiated with the First Nation before the government will issue a permit to work. If there is to be any environmental impact, an appropriate reclamation amount is determined and a bond is posted by the Company for this amount before the permit is issued.



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Mineral Properties



The Company currently has interests in mineral exploration properties in Peru, the Yukon Territory, Canada, and Nevada, USA. All of the Company's properties are currently at the exploration stage.



Peruvian Properties



Yanac Property



The Yanac Property is an approximate 5,200 hectares copper-molybdenum exploration project located in the Ica Department of Southern Peru. The Company currently has a 100% interest in the property, subject to a 0.5% NSR.



The project is at the exploration stage and currently does not contain proven mineral reserves.



[alianza20fannual2016amend001.jpg]



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The property is located in the Ica Department of southern Peru, approximately 60 km inland from the Pacific coast and 50 km from the nearest town of Chincha Alta.



How Acquired



The property was originally acquired by Estrella through concession applications in April 2011 under a Strategic Exploration Alliance Agreement with Cliffs Natural Resources Exploration Inc. (Cliffs). The Company acquired the property through its acquisition of Estrella in April 2015.



In February 2013, Cliffs and Estrella entered into a Limited Liability Company Membership Agreement which included the Yanac property. Cliffs spent a total of $1,818,290 on exploration on the Yanac Property and had a 50% interest. In December 2015, Cliffs sold its 50% interest in the property to a private company, 50 King Capital Exploration Inc. (50 King) who assumed Cliffs obligations under the Membership Agreement. In July 2016, 50 King terminated the agreement are returned the property to the Company. 50 King has no further ownership interest in the property but retained a 0.5% NSR.



The property consists of five claims (4 registered, 1 pending) held by the Limited Liability Company, Yanac Mining. The details of each claim are in the following table:



|                |              |                          |              |               
|--------------- | ------------ | ------------------------ | ------------ | --------------
|Claim
Name      | Claim
Number | Claim Size
(in Hectares) | Staking
Date | Recording
Date
|YANAC I         | 01-02949-11  | 800                      | 04/26/11     | 02/29/12      
|YANAC II        | 01-02944-11  | 472                      | 04/26/11     | 02/29/12      
|YANAC III       | 01-03314-12  | 700                      | 09/04/12     | Pending       
|YANAC IV        | 01-05096-11  | 300                      | 11/02/11     | 03/07/14      
|PUEBLO NUEVO IV | 01-03338-11  | 936                      | 05/09/11     | 07/09/12      



The annual tax due on the property claims is $9,626.



Property Geology



The property is a copper/molybdenum porphyry occurrence within the Andean southern porphyry mineralization trend. The hydrothermal system is associated with Upper Cretaceous fine diorite to quartz diorite stocks of the Coastal Batholith.



The surface expression is an area of alteration approximately 1.1 kilometers by 1.25 kilometers. Rock geochemistry is anomalous in copper and molybdenite over an area approximately 900 m x 900 m. Within this lies a 400 m x 400 m expression of porphyry-style mineralization with chlorite-epidote assemblages that also includes quartz stockwork (up to 10%) with magnetite and secondary biotite. Mineralization consists of chalcopyrite-pyrite and molybdenite reflected in a 250 x 400 m area of >0.3% copper in rock samples. Adjacent to this is a second area of >0.3% copper in rocks reflecting a copper-bearing coarse white silica breccia to the porphyry mineralization.



The alteration and geochemical pathfinder element distribution indicates the possible presence of an upper level porphyry system with potential open at depth.



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Current and Anticipated Exploration



Exploration to date on the property has been limited. The property contains four historical drill holes located outside the main zones of mineralization, however analytical results are not available. The Company conducted a systematic grid sampling program and IP geophysics which brought the property to drill ready status. Cliffs was in the process of obtaining a drill permit when, due to corporate issues relating to low iron ore prices, management cut all greenfields exploration including plans for a 2014 drill program.



The Company is currently seeking a partner to fund an initial drill test on the property. A multiphase, 20 hole drill program has been planned and budgeted, and could be initiated in 2017.



ISY Property



The ISY Property is an approximate 2,900 hectare gold-silver exploration project located in the Ayacucho Department of Southern Peru. The Company currently has a 100% interest in the property.



The project is at the exploration stage and currently does not contain proven mineral reserves.



[alianza20fannual2016amend002.jpg]



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The property lies approximately 110 km east of Ica, Peru, and is road accessible at elevations of 4,000 to 4,200 metres.



How Acquired



The property was originally acquired by Estrella through concession applications in September 2010. The Company acquired the property through its acquisition of Estrella in April 2015.



The property consists of four claims. The details of each claim are in the following table:



|           |              |                          |              |               
|---------- | ------------ | ------------------------ | ------------ | --------------
|Claim
Name | Claim
Number | Claim Size
(in Hectares) | Staking
Date | Recording
Date
|Isy 1      | 010340910    | 1000                     | 09/07/10     | 05/20/11      
|Isy 2      | 010340810    | 1000                     | 09/07/10     | 09/13/11      
|Isy 3      | 010340710    | 900                      | 09/07/10     | 05/23/11      



The annual tax due on the property claims is $8,900.



Property Geology



The property is a high sulphidation epithermal gold and silver target located within the Miocene-Pliocene volcanic sequence of the Southern Peruvian Tertiary Volcanic Belt.



Limited exploration has identified a large color anomaly, clay alteration, silicification and anomalous pathfinder element geochemistry. The color anomaly is 1 by 4 kilometers and contains reflecting argillic and advanced argillic alteration. Within the alteration zone are localized zones of silicification including chalcedonic and vuggy silica.



Mineralization lies within hydrothermal breccias cut by quartz-barite hosted in volcanic flows. Reconnaissance exploration including prospecting and sampling yielded coincident Hg, Sb, As anomalous pathfinder geochemistry and elevated gold (detection limit to 0.54 g/t) and silver (detection limit to 83.8 g/t) from 100 rock samples.



Current and Anticipated Exploration



In 2016, the Company conducted field work to provide geological context to the silver and gold mineralization associated with epithermal-style veins and alteration identified during the 2010/2011 reconnaissance work.



The 2016 program focused on geological and structural mapping of the property at 1:10,000 scale with detailed 1:2,000 scale mapping in the Jello Orcco area. Additional geochemical soil and rock sampling was completed in conjunction with the mapping program. A total of 114 samples were submitted for analyses, including 21 soil samples, 88 rock samples and 5 control standards.



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The Patacancha target is a 250 meter by 400 meter area of locally vuggy massive silica, brecciated silica and stockwork silica veinlets. Samples anomalous in silver and gold are elevated in mercury, arsenic and antimony. Detailed structural mapping indicates that the Patacancha target may be related to the Jello Orcco target, approximately two kilometres to the south. Further work will be necessary to determine the relationship between the two target areas.



At the Jello Orcco target, exploration work resulted in the identification of multiple sets of banded, brecciated and massive silica veins generally 0.4 to 1.5 metres in width (maximum 9 metres) over a 2.7 km open-ended trend. Veining is hosted within ash, lapilli and andesite flow volcanic rocks and veins contain silica> kaolinite>barite>alunite> goethite>pyrite. The longest vein mapped is approximately 500 metres in length. Vein samples are elevated in arsenic, mercury and antimony with silver and gold showing the strongest relationship to mercury. This geochemical signature and clay alteration assemblage, verified by X-Ray Diffraction analysis, indicates that veining at surface is high level and likely represents the upper portions of a large epithermal system. Future programs at the Jello Orcco target will focus on identifying gold and silver mineralization at depth.



The Company also built relationships with local communities which will support future exploration activities. The Company is actively seeking a partner to conduct further geochemical sampling (rock and soil), detailed mapping and possibly geophysical surveys to advance the project towards drilling.



La Estrella Property



The La Estrella Property is an approximate 2,200 hectare gold-silver exploration project located in the Huancavelica Department of Southern Peru. The Company currently has a 100% interest in the property.



The project is at the exploration stage and currently does not contain proven mineral reserves.



[alianza20fannual2016amend003.jpg]



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The property lies approximately 130 km south of Huancayo, Peru. The project is in an area of established mineral industry infrastructure, with roads and electricity. Access to the property is by 80 km of paved road from Huancayo and then maintained gravel road to the site. The elevation of the property is from 4,000 to 4,400 metres.



How Acquired



The property was originally acquired by Estrella through an acquisition in 2007. The Company acquired the property through its acquisition of Estrella in April 2015.



The property consists of four claims. The details of each claim are in the following table:



|               |              |                          |              |               
|-------------- | ------------ | ------------------------ | ------------ | --------------
|Claim
Name     | Claim
Number | Claim Size
(in Hectares) | Staking
Date | Recording
Date
|Cinco Hermanos | 06008353X01  | 100                      | 02/17/87     | 08/02/06      
|Jaime 1        | 010204399    | 537                      | 11/05/99     | 08/02/06      
|Julia 1        | 010204499    | 563                      | 11/05/99     | 08/02/06      
|La Estrella    | 010634407    | 1000                     | 12/04/07     | 08/12/07      



The annual tax due on the property claims is $6,600, and the annual penalties are estimated at $10,749, depending on any credits based on the levels of annual exploration expenditures.



Property Geology



The property lies in the Peruvian epithermal polymetallic belt. The property covers a large area of known gold-silver mineralization hosted by a thick west-dipping dacite sill beneath a sequence of andesitic volcanic rocks. Gold mineralization occurs as pyrite-associated disseminations in silicified and phylically altered dacite and also as quartz-sulphide stockworks in brecciated or structurally disrupted andesitic rocks.



Higher-grade silver intervals occur with galena and a variety of sulphosalts in mineralized structures cutting the dacite sill and volcanic package, reflecting an event later than the more widespread gold-silver dacite-hosted mineralization. Exploration has identified a roughly tabular zone of mineralization generally conformable to the dacite sill over 1,500 metres in strike length, 300 to 500 metres in width and 50 to 150 metres thick. Geophysical indications of mineralization include this known area and extend across a strike length of 2,000 metres and width of up to 1,100 metres in the central portion of the deposit. The system remains open to the north, south, west and at depth in the central, widest portion of the anomalous zone.



Current and Anticipated Exploration



To date, a total of 41 holes have been drilled for a total of 8,661 meters.  These holes include 30 diamond core holes for a total of 6,643.5 meters and 11 reverse circulation holes for a total of 2,017.5 meters.



The northeast trending structures contain the highest grade silver mineralization on the property, including drill intersections up to 11 meters of 311.2 g/t silver and 0.59 g/t gold. These high-grade structures have only been intersected with three drill holes. They have not been systematically followed-up and remain entirely open along strike (SW-NE) and at depth.



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A detailed IP-Resistivity survey was completed over the property in 2013. As expected, a well-delineated chargeability anomaly was detected over the zone of known gold-silver mineralization. The survey also continued north of the zone of known mineralization, and the IP anomaly continues to the north for a distance of approximately 700 meters. In addition, a second parallel, previously unknown, chargeability anomaly was identified northwest of the area of known mineralization. This anomaly is approximately 1,300 meters long and up to 400 meters wide and occurs in an area of predominately alluvial cover. One RC hole was drilled in the vicinity of this chargeability anomaly (prior to its delineation) but did not reach a depth to adequately test it.



Geophysical surveys have demonstrated a moderate to strong correlation between IP signal strength and abundance of pyritic-associated gold, the predominant style of mineralization in La Estrella dacitic rocks. In the northern portion of the area of interest, high chargeability response extends to depth northward and westward for over 1000 m. This chargeability lobe on the northwest side of the project area represents an untested target but it is unclear if this anomaly is due to pyrite-associated mineralization as seen to date or one of the two other styles of mineralization seen in drilling.



The Company is actively seeking a partner to continue exploration on the project.



Pucarana



The Company previously owned a 36% interest in Pucarana S.A.C. (Pucarana), an exploration company in Peru which owned the Pucarana Gold project in the Orcopampa Silver-Gold District. The Company acquired its interest in through the acquisition of Alianza Holdings in April 2015. In May 2015, the Company and the other owners of Pucarana signed an Assignment Agreement with Buenaventura whereby Pucarana assigned the rights to the Pucarana property to Buenaventura in exchange for a 3% NSR. The Company received a 1.08% NSR as its portion of the ownership of Pucarana.



Generative Exploration



The Company is currently conducting a generative exploration program in Peru designed to identify new properties for acquisition. The first phase of the program was completed in October 2015. This work included data compilation and targeting within four important metallogenic belts in central and southern Peru. Target types include base metal deposits of the Central Peruvian Polymetalic belt, epithermal gold and silver targets of the Southern Peru Epithermal Gold and Silver belt, and porphyry copper-gold targets of the Apurimac and Southern Peru Porphyry Copper belts. The next phase will include field reconnaissance and target acquisition. In total, 12 high priority and 20 secondary targets were identified and are being prioritized for follow-up and acquisition in the phase two program.



Nevada (United States) Properties



The Company currently has an interest in five Nevada exploration properties which were acquired in two separate transactions.



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[alianza20fannual2016amend004.jpg]



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Under an agreement dated June 10, 2013 between the Company and Almaden Minerals, the Company acquired a 100% interest in the BP and BJS properties. The Company issued Almaden 400,000 common shares at a price of $0.55 per share (adjusted for the 1 for 10 common share consolidation), and a 2% NSR on any production from the properties. In addition to the acquisition of the BP and BJS properties, an area of influence will be outlined in Nevada, where Almaden will provide its proprietary data and concepts to the Company. In return the Company will issue 20,000 common shares to Almaden for each new property acquired within the area of influence. The Company will issue a further 80,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties. In August 2015, the Company reduced the size of the BP property and dropped the BJS property and wrote-off capitalized property expenditures of $116,207.



Under an agreement dated January 27, 2015, the Company acquired eight gold properties in Nevada from Sandstorm Gold Ltd. (Sandstorm) by issuing 150,000 common shares (adjusted for the 1 for 10 common share consolidation) and granting Sandstorm an NSR ranging from 0.5% to 1.0%. The Company also granted Sandstorm a right of first refusal on any future metal streaming agreements on the eight properties. During fiscal 2015, the Company conducted first phase exploration, including rock sampling and prospecting, on the eight properties. In August 2015, the Company reduced the size of the Ashby, Bellview, Columbia, East Walker, Fri Gold and Horsethief properties, and dropped the Hot Pot property. Capitalized property expenditures of $76,900 were written off. During 2016, the Company dropped the Columbia, Fri Gold and Kobeh properties and wrote off capitalized expenditures of $28,531.



The Company is currently looking to advance all of the five Nevada properties to joint-venture ready status or option them to other companies.



East Walker Property

The East Walker Property is located in Lyon County, west of Hawthorne, Nevada. The property currently consists of 12 claims totaling approximately 269 acres, as the Company dropped 10 claims of approximately 224 acres in fiscal 2015. The Company has a 100% interest in the property, subject to a 1% NSR payable to Sandstorm on all the claims and a 2% NSR on some claims payable to Nevada Eagle Resources LLC (NER), the original owner of the property.



The property is prospective for high-sulphidation epithermal gold mineralization. The Companys 2015 exploration expanded an area of clay-silica alteration to at least 900 by 600 meters in size, which remains open to the north and south. Geochemical results and visual observations indicate significant leaching, but two areas were chip sampled approximately 70 meters apart, returning 20 meters averaging 1.38 g/t Au and 23.1 meters averaging 0.49g/t Au. The system appears to consist of steeply east-west oriented structures. Prior operators carried out reverse circulation drill programs during the 1980s and 1990s and although anomalous gold was detected, results were generally poor. The shallow, vertical holes did not test these high angle structures.



Management believes that a small drill program to test the steep structures would greatly enhance the value of the project. The system at East Walker is thought to be extensive, as montmorillonite, a hydrothermal clay alteration mineral, has recently been mined from locations near the property.



| |        | 
| | ------ | 
| | - 25 - | 
| |        | 
| |        | 



BP Property

In May 2013, the Company commenced exploration on the BP property. The BP property consists of 94 claims of approximately 2,106 acres. It is road accessible via Nevada State highways 278 or 228, approximately 60 kilometers south of Carlin, Nevada. A network of trails on the property provides access to all areas of interest. There is no infrastructure on the property, and powerlines follow Highway 278, approximately 10 kilometers from the property.



Based on the stratigraphy, structure and geochemistry of the property, BP may be prospective for Carlin-style gold mineralization. Some of the prospective attributes include outcropping jasperoid breccias in the vicinity of interpreted structural corridors, anomalous gold plus arsenic-thallium-antimony-mercury pathfinder geochemistry and permissive stratigraphy. No evidence of modern gold exploration is visible on the property apart from a widely spaced preliminary soil geochemistry sampling program.



The Companys 2013 exploration program at BP identified gold-bearing jasperoid breccias samples, with the most significant samples occurring intermittently along an 850 meter linear trend believed to coincide with a series of high-angle faults providing conduits for Carlin-style gold bearing fluids. Jasperoid with anomalous gold values feature elevated Carlin-style pathfinder elements which include arsenic, thallium, mercury and antimony, which are key Carlin-style pathfinder elements. Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Reno and final analysis at ALS Minerals North Vancouver, B.C. Rock samples were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. For gold assays, fire assay procedures were followed by atomic absorption spectroscopy. For silver and trace element assays, a 51 element ultra trace method is utilized using aqua regia acid and analyzed using inductively coupled plasma and mass spectroscopy.



In November 2016, the Company began a new exploration program on the property conducted by contractor Big Rock Exploration LLC. This program will focus on delineating controlling structures related to jasperoid formation, identifying new jasperoid occurrences and geochemical sampling where gaps in sampling exist. This work will help define areas for detailed follow up in 2017 and definition of drill targets. The Company is also actively pursuing a JV partner for the BP project.



Bellview

The Bellview property is located in White Pine County, southeast of Carlin, Nevada. The property currently consists of 44 claims totaling approximately 986 acres, as the Company dropped 44 claims of 985 acres in fiscal 2015 and 10 claims of 224 acres in fiscal 2016. The Company has a 100% interest in the property. All the 44 claims have a 2% NSR to Fronteer Development Group Inc. (Fronteer) and a 1% NSR to Sandstorm.



The property is located along the Carlin  Alligator Ridge Trend and features a geological setting prospective for Carlin style gold mineralization. Drilling by Teck Resources Inc. and others in the 1980s identified a small non-NI 43-101 compliant gold resource and later work by Fronteer identified additional targets, primarily defined by gold-in-soil geochemical anomalies and gold-bearing silicified jasperoid breccias. Prior geophysical surveys indicate that the Saddle Zone, one of these new targets, lies approximately 100 meters above the Secret Canyon Shale and Eldorado Dolomite contact, a stratigraphic position recognized regionally for its potential to host mineralization.



A new exploration program conducted by contractor Big Rock Exploration commenced in November 2016. The 2016 program will refine targets for drilling, enabling the Company to commence the process to obtain the necessary permits to drill the previously identified targets.



| |        | 
| | ------ | 
| | - 26 - | 
| |        | 
| |        | 



Horsethief

The Horsethief property is located in Lincoln County, northeast of Pioche, Nevada. The property currently consists of 30 claims totaling 672 acres, as the Company dropped 66 claims of 1,478 acres in fiscal 2015. The Company has a 100% interest in the property, subject to a 1% NSR payable to Sandstorm on all the claims and a 2% NSR on some claims payable to Nevada Eagle Resources LLC (NER).



The exploration target on this property is Carlin-style gold mineralization. Work by prior operators included sampling hematite-rich jasperoid breccia outcrops that reportedly returned gold assays ranging from below detection to 21.94 g/t gold. Barite and fluorite are noted in the geological reports and a prior operator completed 4,200 meters of rotary drilling in 1984, reporting numerous shallow sub-gram gold intervals over tens of meters. The Companys 2015 exploration program was successful in identifying potential controls for mineralization as the breccias appear to be controlled by the intersection of north/northwest structures intersecting north-south faults. Limited sampling has returned favorable pathfinder geochemistry indicating that the targets are prospective for Carlin-style mineralization in permissive stratigraphy projected to exist at depth.



A new exploration program conducted by contractor Big Rock Exploration commenced in November 2016. This program will continue to investigate the potential controls for mineralization identified in the Companys 2015 exploration program in order to define targets for further drilling. Prior Induced Polarization (IP) geophysical data and soil geochemistry, in conjunction with structural information, will be important in targeting areas where these controlling structures may intersect permissive stratigraphy.



Ashby

The Ashby property is located in Mineral County, near Hawthorne, Nevada. The property currently consists of 3 claims totaling approximately 62 acres, as the Company dropped 13 claims of 269 acres in fiscal 2015. The Company has a 100% interest in the property subject to a 2% NSR payable to NER and a 1% NSR to Sandstorm.



The property covers mesothermal gold-bearing quartz veins within the Jurassic Dunlap Formation. Historic production of 9,000 ounces is reported from the 1930s and several hundred ounces per year during the 1980s and 1990s. Vein widths range from 15 centimeters to 1.8 meters and gold grades are reported from sub-gram to multi-ounce intervals. The property has had very limited modern exploration.



| |        | 
| | ------ | 
| | - 27 - | 
| |        | 
| |        | 



Yukon (Canadian) Properties



White River Property

The White River Property is located in the western portion of the Yukon Territory. Currently, the property consists of 335 mineral claims (approximately 7,000 hectares). The Company has a 100% interest in the property.



The project is at the exploration stage and currently does not contain proven mineral reserves.



[alianza20fannual2016amend006.gif]

White River Property Location Map



How Acquired



During fiscal 2010, the Company acquired the White River property through staking. Additional claims were staked in the first quarter of fiscal 2011.



| |        | 
| | ------ | 
| | - 28 - | 
| |        | 
| |        | 



The details of the claims which comprise the property are included in the following table:



|             |            |              |                          |              |                  
|------------ | ---------- | ------------ | ------------------------ | ------------ | -----------------
|Grant
Number | Claim
Name | Claim
Number | Operation
Recording Date | Staking
Date | Claim
Expiry Date
|YD87709      | WHITE      | 309          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87710      | WHITE      | 310          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87711      | WHITE      | 311          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87712      | WHITE      | 312          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87713      | WHITE      | 313          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87714      | WHITE      | 314          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87715      | WHITE      | 315          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87716      | WHITE      | 316          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87717      | WHITE      | 317          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87718      | WHITE      | 318          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87719      | WHITE      | 319          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87720      | WHITE      | 320          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87721      | WHITE      | 321          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87722      | WHITE      | 322          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87723      | WHITE      | 323          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87724      | WHITE      | 324          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87725      | WHITE      | 325          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87726      | WHITE      | 326          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87727      | WHITE      | 327          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87728      | WHITE      | 328          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87729      | WHITE      | 329          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87730      | WHITE      | 330          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87731      | WHITE      | 331          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87732      | WHITE      | 332          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87733      | WHITE      | 333          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87734      | WHITE      | 334          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD87735      | WHITE      | 335          | 8/22/2011                | 8/12/2011    | 1/28/2021        
|YD58745      | WHITE      | 1            | 6/23/2010                | 6/22/2010    | 1/28/2024        
|YD58746      | WHITE      | 2            | 6/23/2010                | 6/22/2010    | 1/28/2024        
|YD58747      | WHITE      | 3            | 6/23/2010                | 6/22/2010    | 1/28/2024        
|YD58748      | WHITE      | 4            | 6/23/2010                | 6/22/2010    | 1/28/2024        
|YD58749      | WHITE      | 5            | 6/23/2010                | 6/22/2010    | 1/28/2024        



| |        | 
| | ------ | 
| | - 29 - | 
| |        | 
| |        | 



|        |       |    |           |           |          
|------- | ----- | -- | --------- | --------- | ---------
|YD58750 | WHITE | 6  | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58751 | WHITE | 7  | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58752 | WHITE | 8  | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58753 | WHITE | 9  | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58754 | WHITE | 10 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58755 | WHITE | 11 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58756 | WHITE | 12 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58757 | WHITE | 13 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58758 | WHITE | 14 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58759 | WHITE | 15 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58760 | WHITE | 16 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58761 | WHITE | 17 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58762 | WHITE | 18 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58763 | WHITE | 19 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58764 | WHITE | 20 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58765 | WHITE | 21 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58766 | WHITE | 22 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58767 | WHITE | 23 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58768 | WHITE | 24 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58769 | WHITE | 25 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58770 | WHITE | 26 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58771 | WHITE | 27 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58772 | WHITE | 28 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58773 | WHITE | 29 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58774 | WHITE | 30 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58775 | WHITE | 31 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58776 | WHITE | 32 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58777 | WHITE | 33 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58778 | WHITE | 34 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58779 | WHITE | 35 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58780 | WHITE | 36 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58781 | WHITE | 37 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58782 | WHITE | 38 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58783 | WHITE | 39 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58784 | WHITE | 40 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58785 | WHITE | 41 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58786 | WHITE | 42 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58787 | WHITE | 43 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58788 | WHITE | 44 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58789 | WHITE | 45 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58790 | WHITE | 46 | 6/23/2010 | 6/22/2010 | 1/28/2024



| |        | 
| | ------ | 
| | - 30 - | 
| |        | 
| |        | 



|        |       |    |           |           |          
|------- | ----- | -- | --------- | --------- | ---------
|YD58791 | WHITE | 47 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD58792 | WHITE | 48 | 6/23/2010 | 6/22/2010 | 1/28/2024
|YD29909 | WHITE | 49 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29910 | WHITE | 50 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29911 | WHITE | 51 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29912 | WHITE | 52 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29913 | WHITE | 53 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29914 | WHITE | 54 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29915 | WHITE | 55 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29916 | WHITE | 56 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29917 | WHITE | 57 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29918 | WHITE | 58 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29919 | WHITE | 59 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29920 | WHITE | 60 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29921 | WHITE | 61 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29922 | WHITE | 62 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29923 | WHITE | 63 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29924 | WHITE | 64 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29925 | WHITE | 65 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29926 | WHITE | 66 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29927 | WHITE | 67 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29928 | WHITE | 68 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29929 | WHITE | 69 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29930 | WHITE | 70 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29931 | WHITE | 71 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29932 | WHITE | 72 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29933 | WHITE | 73 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29934 | WHITE | 74 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29935 | WHITE | 75 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29936 | WHITE | 76 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29937 | WHITE | 77 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29938 | WHITE | 78 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29939 | WHITE | 79 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29940 | WHITE | 80 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29941 | WHITE | 81 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29942 | WHITE | 82 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29943 | WHITE | 83 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29944 | WHITE | 84 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29945 | WHITE | 85 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29946 | WHITE | 86 | 9/8/2010  | 8/15/2010 | 1/28/2020
|YD29947 | WHITE | 87 | 9/8/2010  | 8/15/2010 | 1/28/2020



| |        | 
| | ------ | 
| | - 31 - | 
| |        | 
| |        | 



|        |       |     |          |           |          
|------- | ----- | --- | -------- | --------- | ---------
|YD29948 | WHITE | 88  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29949 | WHITE | 89  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29950 | WHITE | 90  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29951 | WHITE | 91  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29952 | WHITE | 92  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29953 | WHITE | 93  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29954 | WHITE | 94  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29955 | WHITE | 95  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29956 | WHITE | 96  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29957 | WHITE | 97  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29958 | WHITE | 98  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29959 | WHITE | 99  | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29960 | WHITE | 100 | 9/8/2010 | 8/15/2010 | 1/28/2020
|YD29961 | WHITE | 101 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29962 | WHITE | 102 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29963 | WHITE | 103 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29964 | WHITE | 104 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29965 | WHITE | 105 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29966 | WHITE | 106 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29967 | WHITE | 107 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29968 | WHITE | 108 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29969 | WHITE | 109 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29970 | WHITE | 110 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29971 | WHITE | 111 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29972 | WHITE | 112 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29973 | WHITE | 113 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29974 | WHITE | 114 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29975 | WHITE | 115 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29976 | WHITE | 116 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29977 | WHITE | 117 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29978 | WHITE | 118 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29979 | WHITE | 119 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29980 | WHITE | 120 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29981 | WHITE | 121 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29982 | WHITE | 122 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29983 | WHITE | 123 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29984 | WHITE | 124 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29985 | WHITE | 125 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29986 | WHITE | 126 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29987 | WHITE | 127 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29988 | WHITE | 128 | 9/8/2010 | 8/14/2010 | 1/28/2020



| |        | 
| | ------ | 
| | - 32 - | 
| |        | 
| |        | 



|        |       |     |          |           |          
|------- | ----- | --- | -------- | --------- | ---------
|YD29989 | WHITE | 129 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29990 | WHITE | 130 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29991 | WHITE | 131 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29992 | WHITE | 132 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29993 | WHITE | 133 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29994 | WHITE | 134 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29995 | WHITE | 135 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29996 | WHITE | 136 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29997 | WHITE | 137 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29998 | WHITE | 138 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD29999 | WHITE | 139 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30000 | WHITE | 140 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30001 | WHITE | 141 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30002 | WHITE | 142 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30003 | WHITE | 143 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30004 | WHITE | 144 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30005 | WHITE | 145 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30006 | WHITE | 146 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30007 | WHITE | 147 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30008 | WHITE | 148 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30009 | WHITE | 149 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30010 | WHITE | 150 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30011 | WHITE | 151 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30012 | WHITE | 152 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30013 | WHITE | 153 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30014 | WHITE | 154 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30015 | WHITE | 155 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30016 | WHITE | 156 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30017 | WHITE | 157 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30018 | WHITE | 158 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30019 | WHITE | 159 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30020 | WHITE | 160 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30021 | WHITE | 161 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30022 | WHITE | 162 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30023 | WHITE | 163 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30024 | WHITE | 164 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30025 | WHITE | 165 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30026 | WHITE | 166 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30027 | WHITE | 167 | 9/8/2010 | 8/14/2010 | 1/28/2020
|YD30028 | WHITE | 168 | 9/8/2010 | 8/14/2010 | 1/28/2020



| |        | 
| | ------ | 
| | - 33 - | 
| |        | 
| |        | 



|         |       |     |           |           |          
|-------- | ----- | --- | --------- | --------- | ---------
|YD153619 | WHITE | 169 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153620 | WHITE | 170 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153621 | WHITE | 171 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153622 | WHITE | 172 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153623 | WHITE | 173 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153624 | WHITE | 174 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153625 | WHITE | 175 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153626 | WHITE | 176 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153627 | WHITE | 177 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153628 | WHITE | 178 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153629 | WHITE | 179 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153630 | WHITE | 180 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153631 | WHITE | 181 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153632 | WHITE | 182 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153633 | WHITE | 183 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153634 | WHITE | 184 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153635 | WHITE | 185 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153636 | WHITE | 186 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153637 | WHITE | 187 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153638 | WHITE | 188 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153639 | WHITE | 189 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153640 | WHITE | 190 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153641 | WHITE | 191 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153642 | WHITE | 192 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153643 | WHITE | 193 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153644 | WHITE | 194 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153645 | WHITE | 195 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153646 | WHITE | 196 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153647 | WHITE | 197 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153648 | WHITE | 198 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153649 | WHITE | 199 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153650 | WHITE | 200 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153651 | WHITE | 201 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153652 | WHITE | 202 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153653 | WHITE | 203 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153654 | WHITE | 204 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153655 | WHITE | 205 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153656 | WHITE | 206 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153657 | WHITE | 207 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153658 | WHITE | 208 | 1/28/2011 | 1/18/2011 | 1/28/2021



| |        | 
| | ------ | 
| | - 34 - | 
| |        | 
| |        | 



|         |       |     |           |           |          
|-------- | ----- | --- | --------- | --------- | ---------
|YD153659 | WHITE | 209 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153660 | WHITE | 210 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153661 | WHITE | 211 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153662 | WHITE | 212 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153663 | WHITE | 213 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153664 | WHITE | 214 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153665 | WHITE | 215 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153666 | WHITE | 216 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153667 | WHITE | 217 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153668 | WHITE | 218 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153669 | WHITE | 219 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153670 | WHITE | 220 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153671 | WHITE | 221 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153672 | WHITE | 222 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153673 | WHITE | 223 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153674 | WHITE | 224 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153675 | WHITE | 225 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153676 | WHITE | 226 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153677 | WHITE | 227 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153678 | WHITE | 228 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153679 | WHITE | 229 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153680 | WHITE | 230 | 1/28/2011 | 1/18/2011 | 1/28/2021
|YD153681 | WHITE | 231 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153682 | WHITE | 232 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153683 | WHITE | 233 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153684 | WHITE | 234 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153685 | WHITE | 235 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153686 | WHITE | 236 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153687 | WHITE | 237 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153688 | WHITE | 238 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153689 | WHITE | 239 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153690 | WHITE | 240 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153691 | WHITE | 241 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153692 | WHITE | 242 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153693 | WHITE | 243 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153694 | WHITE | 244 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153695 | WHITE | 245 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153696 | WHITE | 246 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153697 | WHITE | 247 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153698 | WHITE | 248 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153699 | WHITE | 249 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153700 | WHITE | 250 | 1/28/2011 | 1/17/2011 | 1/28/2021



| |        | 
| | ------ | 
| | - 35 - | 
| |        | 
| |        | 



|         |       |     |           |           |          
|-------- | ----- | --- | --------- | --------- | ---------
|YD153701 | WHITE | 251 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153702 | WHITE | 252 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153703 | WHITE | 253 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153704 | WHITE | 254 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153705 | WHITE | 255 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153706 | WHITE | 256 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153707 | WHITE | 257 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153708 | WHITE | 258 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153709 | WHITE | 259 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153710 | WHITE | 260 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153711 | WHITE | 261 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153712 | WHITE | 262 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153713 | WHITE | 263 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153714 | WHITE | 264 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153715 | WHITE | 265 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153716 | WHITE | 266 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153717 | WHITE | 267 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153718 | WHITE | 268 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153719 | WHITE | 269 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153720 | WHITE | 270 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153721 | WHITE | 271 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153722 | WHITE | 272 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153723 | WHITE | 273 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153724 | WHITE | 274 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153725 | WHITE | 275 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153726 | WHITE | 276 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153727 | WHITE | 277 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153728 | WHITE | 278 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153729 | WHITE | 279 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153730 | WHITE | 280 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153731 | WHITE | 281 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153732 | WHITE | 282 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153733 | WHITE | 283 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153734 | WHITE | 284 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153735 | WHITE | 285 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153736 | WHITE | 286 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153737 | WHITE | 287 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153738 | WHITE | 288 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153739 | WHITE | 289 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153740 | WHITE | 290 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153741 | WHITE | 291 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153742 | WHITE | 292 | 1/28/2011 | 1/17/2011 | 1/28/2021



| |        | 
| | ------ | 
| | - 36 - | 
| |        | 
| |        | 



|         |       |     |           |           |          
|-------- | ----- | --- | --------- | --------- | ---------
|YD153743 | WHITE | 293 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153744 | WHITE | 294 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153745 | WHITE | 295 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153746 | WHITE | 296 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153747 | WHITE | 297 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153748 | WHITE | 298 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153749 | WHITE | 299 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153750 | WHITE | 300 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153751 | WHITE | 301 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153752 | WHITE | 302 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153753 | WHITE | 303 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153754 | WHITE | 304 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153755 | WHITE | 305 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153756 | WHITE | 306 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153757 | WHITE | 307 | 1/28/2011 | 1/17/2011 | 1/28/2021
|YD153758 | WHITE | 308 | 1/28/2011 | 1/17/2011 | 1/28/2021



Location and Access



The property is located in the west-central Yukon 11 kilometers north of the settlement of Koidem and approximately 400 kilometers northwest of Whitehorse, Yukon. A grass airstrip is located 15 kilometers southwest of the property at White River Lodge, which is adjacent to the paved Alaska Highway, which can be seen from the property. Travel within the property is primarily by helicopter. There is no infrastructure on the property, and no outside source of power.



Regional Geology



The property lies at the western end of the Nisling Mountain Range within the Tintina Gold Province. The property lies at the western end of the Nisling Range, within the Tintina Gold Province, a 200-km-wide, 1,200-km-long arc which extends from northern British Columbia through the Yukon west to southwest Alaska.



Property Geology



The property covers an area of hydrothermal alteration and mineralization indicative of both intrusion related copper-gold and epithermal gold-silver mineralizing environment.  Quartz and carbonate veining are present, primarily in east-west linear zones. Siliceous metasediments are present, along with mafic volcanics. A number of felsic dykes intrude these rocks. Abundant outcrop occurs on the property, particularly within a northwesterly facing moderately sloping cirque.



Exploration History



Prior to the Company's staking of the property, there is no known exploration history. During 2009, the Yukon Geological Survey and Geological Survey of Canada completed an airborne magnetic and radiometric survey over a wide area, which included the White River Property. The Company used this survey, along with a Government regional stream sediment database, to stake the initial 48 claims.



| |        | 
| | ------ | 
| | - 37 - | 
| |        | 
| |        | 



Subsequent to the initial claim staking, the Company commissioned a soil geochemical survey, as well as performing additional prospecting and reconnaissance work. Assays were received for 47 select prospecting samples collected from the main zone of mineralization on the property, which is roughly 350 by 600 meters. These samples returned gold, silver and copper values. As a result of this work, the Company staked an additional 120 claims, which increased the size of the property to 168 claims.



Detailed prospecting identified a east-trending gold zone ("HG zone") defined by strongly anomalous gold-in-soil response over an 800-meter strike length. An additional 140 claims were staked to cover prospective geology north and east of the original claim block. A new target zone, known as the "Cool Zone", was identified through follow-up prospecting of anomalous copper-in-soil geochemical anomalies defined in the 2010 soil sampling. The Cool Zone is located approximately 500 meters north of the HG Zone, and samples returned gold, silver and copper values.



During 2011, the Company conducted prospecting, mapping, two phases of soil sampling and hand trenching, along with a preliminary induced polarization (IP) survey. Highlights from this work included the discovery of 1.0 meters grading 82.2 g/t gold from trench TR-HG11-02, as well as strongly anomalous gold values from nine of eleven trenches excavated. The Company also added 27 claims to the property to cover anomalous soil samples on the eastern side of the property, approximately 8 kilometers from the HG zone.



Soil samples were weighed, dried and sieved to minus 180 microns. Fire assay procedures were followed by atomic absorption spectroscopy. Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C.



In April 2012, the Company signed an option agreement with Driven Capital Corp. Under the option agreement, Driven could earn a 60% interest in the White River Property by making cash payments to the Company of $400,000, issuing 2,000,000 Driven common shares to the Company, and completing $4,250,000 in exploration expenditures on the property.



Driven funded the 2012 exploration program on the property, which included 1,327 meters of diamond drilling in seven holes to partially test structurally associated gold-copper-silver mineralization in localized portions of the HG, MB and Cool zones. All drill holes encountered multiple, well-developed shear zones from 1 to 40 meters in drill thickness and mineralized by combinations of quartz-feldspar veining, pyrite-arsenopyrite-chalcopyrite veining and breccias, carbonate ± sulphide veining and breccia, limonitic fracture networks and gossans, present in complex, multiple cross-cutting relationships. About half of the shear zones intercepted by drilling can be correlated with trench exposures and surface lineaments, while the other half are blind with no surface geologic or geochemical indications. The presence of these blind zones is very encouraging and suggests that the degree of structural preparation and hydrothermal fluid flow is greater than initially thought.



Each drill hole encountered poor core recovery to total loss of core due to the high degree of fracturing, strong surface oxidation/weathering and presence of clay-rich gouge. The poor core recovery occurred in intervals of 1.0 to 3.0 meters in drill thickness within one or more shear zones in each drill hole.  Since these intervals of missing geologic and assay data occur within some of the mineralized shear zones, drilling was not completely successful in testing the near surface mineralized zones. Moderately elevated gold values were identified in six of the seven holes. Elevated gold intervals are coincident with strongly anomalous arsenic and bismuth. All assays were carried out by ALS Canada Ltd. with sample preparation in Whitehorse and analysis in North Vancouver, B.C. Gold and silver were analyzed by 30 g fire assay with gravimetric finish; thirty-five element ICP analysis with four-acid digestion was also conducted.



| |        | 
| | ------ | 
| | - 38 - | 
| |        | 
| |        | 



Elsewhere on the property, two select prospecting samples which were not previously sampled were collected from the spoil pile of a trench which was excavated at the MS2 Showing in 2011, approximately 500 meters south of the HG Zone. The two samples returned 18.90 and 3.25 g/t gold and both samples have strongly anomalous accessory arsenic, bismuth and tellurium. The MS2 Showing is an alpine plateau coincident with a well-defined IP chargeability anomaly and remains untested by diamond drilling.



Current and Anticipated Exploration



In February 2013, Driver returned the project to the Company after expending approximately $833,000 on exploration. The 2012 diamond drill program was localized within a very small portion of the White River West gold-copper-arsenic geochemical anomaly and has not sufficiently explained the extensive soil geochemical surface expression of the White River mineralizing system. Additional areas of arsenic-copper±gold soil geochemical response previously outlined require further exploration. The Company plans to assimilate the data collected by Driven and determine the most effective means to advance the project.



On October 22, 2012, White River First Nation (WRFN), one of two First Nations which assert traditional territory in the White River area, filed a petition in the Supreme Court of Yukon. The petition challenged the Yukon Governments decision to approve the proposed Class 3 exploration activities of the Company on the White River property, primarily on the basis of inadequate consultation by the Yukon Government. The Company was named as a Respondent in the petition, however all relief requested by WRFN was from the Yukon Government. During 2013, the matter was settled with no adverse findings made against the Company, and no costs or penalties were assessed against the Company. No further legal action is likely, and the Company and the Yukon Government are working on building a productive relationship with the WRFN.



Prospector Mountain Property

The Prospector Mountain Property is located in west central Yukon Territory. Currently, the property consists of 271 mineral claims (approximately 5,660 hectares). The Company currently has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (NSR) to Almaden Minerals. The project is at the exploration stage and currently does not contain proven mineral reserves.



[alianza20fannual2016amend008.gif]

Prospector Mountain Property Location Map



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| | ------ | 
| | - 39 - | 
| |        | 
| |        | 



How Acquired



The Company acquired a 100% interest in the property in June 2008 through its agreement with Almaden Minerals Ltd. The Company issued 10,000 common shares and paid Almaden $30,000 cash for its 100% interest in the property. Upon receipt of a positive bankable feasibility study, the Company will issue Almaden an additional 50,000 common shares. Almaden also retained a 2% NSR on all mineral production from the property. Alianza may purchase one-half of the NSR (thus reducing Almaden's NSR to 1%) any time after commencement of production for its fair value as determined by an independent valuator.



Details of the claims which comprise the property are included in the following table:



|             |            |              |                          |              |                  
|------------ | ---------- | ------------ | ------------------------ | ------------ | -----------------
|Grant
Number | Claim
Name | Claim
Number | Operation
Recording Date | Staking
Date | Claim
Expiry Date
|YB66122      | HAYES      | 1            | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66123      | HAYES      | 2            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66124      | HAYES      | 3            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66125      | HAYES      | 4            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66126      | HAYES      | 5            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66127      | HAYES      | 6            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66128      | HAYES      | 7            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66129      | HAYES      | 8            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66130      | HAYES      | 9            | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66131      | HAYES      | 10           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66132      | HAYES      | 11           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66133      | HAYES      | 12           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66134      | HAYES      | 13           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66135      | HAYES      | 14           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66136      | HAYES      | 15           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66137      | HAYES      | 16           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66138      | HAYES      | 17           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66139      | HAYES      | 18           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66140      | HAYES      | 19           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66141      | HAYES      | 20           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66142      | HAYES      | 21           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66143      | HAYES      | 22           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66144      | HAYES      | 23           | 9/8/1995                 | 9/5/1995     | 3/15/2020        
|YB66145      | HAYES      | 24           | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66146      | HAYES      | 25           | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66147      | HAYES      | 26           | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66148      | HAYES      | 27           | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66149      | HAYES      | 28           | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66150      | HAYES      | 29           | 9/8/1995                 | 9/8/1995     | 3/15/2020        
|YB66151      | HAYES      | 30           | 9/8/1995                 | 9/8/1995     | 3/15/2020        



| |        | 
| | ------ | 
| | - 40 - | 
| |        | 
| |        | 



|        |       |    |          |          |          
|------- | ----- | -- | -------- | -------- | ---------
|YB66152 | HAYES | 31 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66153 | HAYES | 32 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66154 | HAYES | 33 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66155 | HAYES | 34 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66156 | HAYES | 35 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66157 | HAYES | 36 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66158 | HAYES | 37 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66159 | HAYES | 38 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66160 | HAYES | 39 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66161 | HAYES | 40 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66162 | HAYES | 41 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66163 | HAYES | 42 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66164 | HAYES | 43 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66165 | HAYES | 44 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66166 | HAYES | 45 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66167 | HAYES | 46 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66168 | HAYES | 47 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66169 | HAYES | 48 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66170 | HAYES | 49 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66171 | HAYES | 50 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66172 | HAYES | 51 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66173 | HAYES | 52 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66174 | HAYES | 53 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66175 | HAYES | 54 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66176 | HAYES | 55 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66177 | HAYES | 56 | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66178 | HAYES | 57 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66179 | HAYES | 58 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66180 | HAYES | 59 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66181 | HAYES | 60 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66182 | HAYES | 61 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66183 | HAYES | 62 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66184 | HAYES | 63 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66185 | HAYES | 64 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66186 | HAYES | 65 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66187 | HAYES | 66 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66188 | HAYES | 67 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66189 | HAYES | 68 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66190 | HAYES | 69 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66191 | HAYES | 70 | 9/8/1995 | 9/5/1995 | 3/15/2020



| |        | 
| | ------ | 
| | - 41 - | 
| |        | 
| |        | 



|        |       |     |          |          |          
|------- | ----- | --- | -------- | -------- | ---------
|YB66192 | HAYES | 71  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66193 | HAYES | 72  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66194 | HAYES | 73  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66195 | HAYES | 74  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66196 | HAYES | 75  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66197 | HAYES | 76  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66198 | HAYES | 77  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66199 | HAYES | 78  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66200 | HAYES | 79  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66201 | HAYES | 80  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66202 | HAYES | 81  | 9/8/1995 | 9/8/1995 | 3/15/2020
|YB66203 | HAYES | 82  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66204 | HAYES | 83  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66205 | HAYES | 84  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66206 | HAYES | 85  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66207 | HAYES | 86  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66208 | HAYES | 87  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66209 | HAYES | 88  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66210 | HAYES | 89  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66211 | HAYES | 90  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66212 | HAYES | 91  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66213 | HAYES | 92  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66214 | HAYES | 93  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66215 | HAYES | 94  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66216 | HAYES | 95  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66217 | HAYES | 96  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66218 | HAYES | 97  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66219 | HAYES | 98  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66220 | HAYES | 99  | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66221 | HAYES | 100 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66222 | HAYES | 101 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66223 | HAYES | 102 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66224 | HAYES | 103 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66225 | HAYES | 104 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66226 | HAYES | 105 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66227 | HAYES | 106 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66228 | HAYES | 107 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66229 | HAYES | 108 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66230 | HAYES | 109 | 9/8/1995 | 9/5/1995 | 3/15/2020
|YB66231 | HAYES | 110 | 9/8/1995 | 9/5/1995 | 3/15/2020



| |        | 
| | ------ | 
| | - 42 - | 
| |        | 
| |        | 



|        |       |     |            |            |          
|------- | ----- | --- | ---------- | ---------- | ---------
|YB66232 | HAYES | 111 | 9/8/1995   | 9/5/1995   | 3/15/2020
|YB66233 | HAYES | 112 | 9/8/1995   | 9/5/1995   | 3/15/2020
|YB97090 | HAYES | 131 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97091 | HAYES | 132 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97092 | HAYES | 133 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97093 | HAYES | 134 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97094 | HAYES | 135 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97095 | HAYES | 136 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97096 | HAYES | 137 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97097 | HAYES | 138 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97098 | HAYES | 139 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97099 | HAYES | 140 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97100 | HAYES | 141 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97101 | HAYES | 142 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97102 | HAYES | 143 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97103 | HAYES | 144 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97104 | HAYES | 145 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97105 | HAYES | 146 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97106 | HAYES | 147 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97107 | HAYES | 148 | 12/30/1996 | 12/10/1996 | 3/15/2020
|YB97108 | HAYES | 149 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97109 | HAYES | 150 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97110 | HAYES | 151 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97111 | HAYES | 152 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97112 | HAYES | 153 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97113 | HAYES | 154 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97114 | HAYES | 155 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97115 | HAYES | 156 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97116 | HAYES | 157 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97117 | HAYES | 158 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97118 | HAYES | 159 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97119 | HAYES | 160 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97120 | HAYES | 161 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97121 | HAYES | 162 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97122 | HAYES | 163 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97123 | HAYES | 164 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97124 | HAYES | 165 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97125 | HAYES | 166 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97126 | HAYES | 167 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97127 | HAYES | 168 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97128 | HAYES | 169 | 12/30/1996 | 12/9/1996  | 3/15/2020
|YB97129 | HAYES | 170 | 12/30/1996 | 12/9/1996  | 3/15/2020



| |        | 
| | ------ | 
| | - 43 - | 
| |        | 
| |        | 



|        |       |     |            |           |          
|------- | ----- | --- | ---------- | --------- | ---------
|YB97130 | HAYES | 171 | 12/30/1996 | 12/9/1996 | 3/15/2020
|YB97131 | HAYES | 172 | 12/30/1996 | 12/9/1996 | 3/15/2020
|YB97132 | HAYES | 181 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97133 | HAYES | 182 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97134 | HAYES | 183 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97135 | HAYES | 184 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97136 | HAYES | 185 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97137 | HAYES | 186 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97138 | HAYES | 187 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97139 | HAYES | 188 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97140 | HAYES | 189 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97141 | HAYES | 190 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97142 | HAYES | 191 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97143 | HAYES | 192 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97144 | HAYES | 193 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97145 | HAYES | 194 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97146 | HAYES | 195 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97147 | HAYES | 196 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97148 | HAYES | 197 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97149 | HAYES | 198 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97150 | HAYES | 199 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97151 | HAYES | 200 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97152 | HAYES | 201 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97153 | HAYES | 202 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97154 | HAYES | 203 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97155 | HAYES | 204 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97156 | HAYES | 205 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97157 | HAYES | 206 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97158 | HAYES | 207 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97159 | HAYES | 208 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97160 | HAYES | 209 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97161 | HAYES | 210 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97162 | HAYES | 211 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97163 | HAYES | 212 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97164 | HAYES | 213 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97165 | HAYES | 214 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97166 | HAYES | 215 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97167 | HAYES | 216 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97168 | HAYES | 217 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97169 | HAYES | 218 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97170 | HAYES | 219 | 12/30/1996 | 12/1/1996 | 3/15/2020
|YB97171 | HAYES | 220 | 12/30/1996 | 12/1/1996 | 3/15/2020



| |        | 
| | ------ | 
| | - 44 - | 
| |        | 
| |        | 



|        |       |     |            |            |          
|------- | ----- | --- | ---------- | ---------- | ---------
|YB97172 | HAYES | 221 | 12/30/1996 | 12/1/1996  | 3/15/2020
|YB97173 | HAYES | 222 | 12/30/1996 | 12/1/1996  | 3/15/2020
|YB97174 | HAYES | 223 | 12/30/1996 | 12/1/1996  | 3/15/2020
|YB97175 | HAYES | 224 | 12/30/1996 | 12/1/1996  | 3/15/2020
|YB97176 | HAYES | 225 | 12/30/1996 | 12/1/1996  | 3/15/2020
|YB97177 | HAYES | 226 | 12/30/1996 | 12/1/1996  | 3/15/2020
|YB97178 | HAYES | 113 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97179 | HAYES | 114 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97180 | HAYES | 115 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97181 | HAYES | 116 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97182 | HAYES | 117 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97183 | HAYES | 118 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97184 | HAYES | 119 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97185 | HAYES | 120 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97186 | HAYES | 121 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97187 | HAYES | 122 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97188 | HAYES | 123 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97189 | HAYES | 124 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97190 | HAYES | 125 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97191 | HAYES | 126 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97192 | HAYES | 127 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97193 | HAYES | 128 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97194 | HAYES | 129 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97195 | HAYES | 130 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97196 | HAYES | 173 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97197 | HAYES | 174 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97198 | HAYES | 175 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97199 | HAYES | 176 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97200 | HAYES | 177 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97201 | HAYES | 178 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97202 | HAYES | 179 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97203 | HAYES | 180 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97204 | HAYES | 227 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97205 | HAYES | 228 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97206 | HAYES | 229 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97207 | HAYES | 230 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97208 | HAYES | 231 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97209 | HAYES | 232 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97210 | HAYES | 233 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97211 | HAYES | 234 | 1/8/1997   | 12/19/1996 | 3/15/2020
|YB97212 | HAYES | 235 | 1/8/1997   | 12/19/1996 | 3/15/2020



| |        | 
| | ------ | 
| | - 45 - | 
| |        | 
| |        | 



|        |       |     |           |            |          
|------- | ----- | --- | --------- | ---------- | ---------
|YB97213 | HAYES | 236 | 1/8/1997  | 12/19/1996 | 3/15/2020
|YB97214 | HAYES | 237 | 1/8/1997  | 12/19/1996 | 3/15/2020
|YB97215 | HAYES | 238 | 1/8/1997  | 12/19/1996 | 3/15/2020
|YB97216 | HAYES | 239 | 1/8/1997  | 12/19/1996 | 3/15/2020
|YD33632 | HAYES | 240 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33633 | HAYES | 241 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33634 | HAYES | 242 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33635 | HAYES | 243 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33636 | HAYES | 244 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33637 | HAYES | 245 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33638 | HAYES | 246 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33639 | HAYES | 247 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33640 | HAYES | 248 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33641 | HAYES | 249 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33642 | HAYES | 250 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33643 | HAYES | 251 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33644 | HAYES | 252 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33645 | HAYES | 253 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33646 | HAYES | 254 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33647 | HAYES | 255 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33648 | HAYES | 256 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33649 | HAYES | 257 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33650 | HAYES | 258 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33651 | HAYES | 259 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33652 | HAYES | 260 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33653 | HAYES | 261 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33654 | HAYES | 262 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33655 | HAYES | 263 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33656 | HAYES | 264 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33657 | HAYES | 265 | 3/15/2010 | 3/1/2010   | 3/15/2020
|YD33658 | HAYES | 266 | 3/15/2010 | 3/5/2010   | 3/15/2020
|YD33659 | HAYES | 267 | 3/15/2010 | 3/5/2010   | 3/15/2020
|YD33660 | HAYES | 268 | 3/15/2010 | 3/5/2010   | 3/15/2020
|YD33661 | HAYES | 269 | 3/15/2010 | 3/5/2010   | 3/15/2020
|YD33662 | HAYES | 270 | 3/15/2010 | 3/5/2010   | 3/15/2020
|YD33663 | HAYES | 271 | 3/15/2010 | 3/5/2010   | 3/15/2020



Location and Access



The property is located in the west-central portion of the Yukon Territory within the Dawson Range approximately 90 kilometers northwest of Carmacks, Yukon. Access to the property is primarily by helicopter, although trails exist and provide access by 4x4 vehicles and exploration equipment. There are no structures on the property. The nearest power supply is at the Minto Mine, approximately 50 kilometers from the property. Several creeks flow through the property and provide a year-round water supply.



| |        | 
| | ------ | 
| | - 46 - | 
| |        | 
| |        | 



Regional Geology



The property is in the Dawson Range within an unglaciated portion of the Tintina Gold Belt, west of the Big Creek Fault. The property is underlain by Late Cretaceous to early Tertiary Carmacks Suite volcanic rocks that have been intruded by early Tertiary monzonite to quartz monzonite and coeval dykes of the Prospector Mountain Suite. All rocks have been cut by northwest to northeast trending structures that are apparent as recessive topographic lineaments.



Property Geology



The property covers a high-level porphyry copper-gold system, the core lying in the eastern part of the property. Peripheral epithermal gold-silver-lead vein targets occur within the western part of the property. Copper-gold mineralized and K-silicate altered intrustive rocks outcrop on the project, as well as banded quartz veins that have returned silver and gold values.



Exploration History



Intermittent exploration was conducted the property from the late 1960's to the late 1990's. These programs identified both porphyry and epithermal style vein mineralization. Exploration conducted in the early 1980's focused exclusively on the peripheral epithermal vein targets in the western portion of the claims. Bulldozer trenching and limited diamond drilling was performed across recessive lineaments but was restricted primarily to the ridge top and was limited by permafrost and deep weathering of the vein zones. Porphyry exploration performed in the late 1990's in proximity to historical copper-in soil geochemical anomalies included two isolated IP survey grids and two diamond drill holes spaced approximately 800 meters apart.



After acquisition of the property, the Company conducted a three phase exploration on the property beginning in July 2009. The first phase included alteration mapping and prospecting in the eastern portion of the property, and examination of vein zones in the western portion of the property. Chip samples were collected across four vein zones and adjacent clay altered selvages in the western portion. The second phase concentrated on the reassessment of historical vein zones in the western portion centered within a 9 square kilometer area of historical bulldozer trenching. A total of 106 chip samples were collected from 21 trenches across vein zones in four areas.  The veins consist of steeply dipping highly sheared quartz and multi-color clay gouge containing varying amounts of arsenic oxides and lead sulphide/sulphate. Assays returned values for gold, silver and lead. The third phase concentrated on the reassessment of the historical porphyry target in the eastern portion of the claim block, and included alteration mapping within a 4 square kilometer area of historical airborne radiometric anomalies and copper-in-soil geochemical anomalies. A total of 27 samples were collected, 22 of which were contained within a 1,000 by 400 meter portion of a northerly trending corridor. These samples returned gold, silver and copper values, and discovered a number of new showings collectively referred to as the Bonanza Zone. Some of the samples were collected specifically for fluid inclusion work and alteration characterization while four of the eighteen samples represent altered intrusive material.



Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C. Rock samples were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. Fire assay procedures were followed by atomic absorption spectroscopy. Trace element determination used multi-element inductively coupled plasma procedures.



| |        | 
| | ------ | 
| | - 47 - | 
| |        | 
| |        | 



In December 2009, the optioned the property to Silver Quest Resources. To earn an initial 60% interest, Silver Quest were required to expend $4,000,000 on exploration by 2013, issue 1,000,000 common shares to the Company, and pay the Company $300,000 cash. Silver Quest could increase its interest to 70% by completing an NI 43-101 compliant feasibility study with 36 months of completion of the initial term. In calendar 2010, Silver Quest performed additional sampling of the Bonanza Zone, and completed a soil geochemical survey which defined an anomalous gold and copper zone measuring 1,000 meters by 550 meters in the Bonanza Zone.



This work was followed by diamond drilling of 8 holes totaling 1,463 meters within the central portion of the Bonanza Zone and tested approximately 580 meters of strike length, with all holes drilled to the east on dips of minus 45 or 50 degrees. Assay results from the drill program are:



|           |          |        |               |          |        |         
|---------- | -------- | ------ | ------------- | -------- | ------ | --------
|Drill Hole | From
(m) | To
(m) | Interval
(m)* | Au
(g/t) | Cu
(%) | Ag
(g/t)
|           |          |        |               |          |        |         
|PM10-01    | 77.40    | 81.90  | 4.50          | 2.4      | -      | 3.1     
|Including  | 77.40    | 80.80  | 3.40          | 3.42     | -      | 3.9     
|Including  | 78.75    | 79.32  | 0.57          | 14.15    | -      | 15.0    
|PM10-02    | 179.40   | 181.40 | 2.00          | 0.21     | -      | 0.7     
|PM10-03    | 152.00   | 154.00 | 2.00          | 1.23     | -      | 0.2     
|PM10-05    | 14.74    | 16.43  | 1.69          | 0.13     | 0.12   | 7.1     
|           | 79.80    | 89.00  | 9.20          | 1.13     | 0.04   | 9.9     
|Including  | 79.80    | 82.69  | 2.89          | 2.95     | 0.07   | 25.4    
|Including  | 81.69    | 82.69  | 1.00          | 6.49     | 0.12   | 69.7    
|PM10-06    | 33.12    | 33.98  | 0.86          | 0.31     | -      | 0.8     
|           | 75.90    | 78.70  | 2.80          | 0.49     | -      | 2.8     
|           | 154.90   | 155.44 | 0.54          | 0.03     | 0.02   | 167.0   
|           | 172.63   | 174.00 | 1.37          | 1.53     | 0.36   | 18.3    
|PM10-07    | 63.70    | 65.65  | 1.95          | 0.28     | -      | 1.7     
|PM10-08    | 41.23    | 41.70  | 0.47          | 2.07     | 0.14   | 2.0     
|           | 79.64    | 80.99  | 1.35          | 0.40     | 0.12   | 3.1     

*  True widths are estimated to be 80 to 90% of the mineralized intervals



Based on the drill results, it appears that the mineralized system has greater structural complexity than expected.



In April 2011, Silver Quest began a property-wide helicopter borne magnetic and radiometric survey, extensive mapping and diamond drilling. In late calendar 2011, Silver Quest was acquired by New Gold Inc., and Silver Quests Yukon assets were transferred to Independence Gold Corp. The Company agreed to amend the option agreement and have Independence assume the option obligations. Independence returned the property to the Company in April 2012. Silver Quest expended a total of $2.7 million on exploration on the property under the original option agreement.



| |        | 
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| | - 48 - | 
| |        | 
| |        | 



Current and Anticipated Exploration



After the return of the property by Independence, the Company conducted a short program of confirmation work to confirm the work carried out by Silver Quest. A selection of diamond drill core and rock samples were collected for petrography and further detailed analysis to identify future exploration concepts. The Company believes the property continues to have value for an exploration partner and is available for option.



Goz Creek Property

The Goz Creek Property is located in the east-central portion of the Yukon Territory. Currently, the property consists of 90 mineral claims (approximately 1,800 hectares). The Company has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (NSR).



The project is at the exploration stage and currently does not contain proven mineral reserves.



How Acquired



The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. the Company acquired 100% interest in 7 properties, including Goz Creek, in exchange for 350,000 common shares of the Company at a price of $4.00 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. After the completion of the acquisition of the Almaden claims, the Company increased the size of the property by staking additional claims.



Details of the claims which comprise the property are included in the following table:



|             |            |              |                          |              |                  
|------------ | ---------- | ------------ | ------------------------ | ------------ | -----------------
|Grant
Number | Claim
Name | Claim
Number | Operation
Recording Date | Staking
Date | Claim
Expiry Date
|Y 69448      | Duo        | 1            | 7/23/1973                | 7/4/1973     | 3/31/2021        
|Y 69449      | Duo        | 2            | 7/23/1973                | 7/4/1973     | 3/31/2021        
|Y 69450      | Duo        | 3            | 7/23/1973                | 7/4/1973     | 3/31/2021        
|Y 69451      | Duo        | 4            | 7/23/1973                | 7/4/1973     | 3/31/2021        
|Y 69452      | Duo        | 5            | 7/23/1973                | 7/4/1973     | 3/31/2021        
|Y 69453      | Duo        | 6            | 7/23/1973                | 7/4/1973     | 3/31/2021        
|YC57136      | Duo        | 7            | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57137      | Duo        | 8            | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57138      | Duo        | 9            | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57139      | Duo        | 10           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57140      | Duo        | 11           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57141      | Duo        | 12           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57142      | Duo        | 13           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57143      | Duo        | 14           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57144      | Duo        | 15           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57145      | Duo        | 16           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57146      | Duo        | 17           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57147      | Duo        | 18           | 8/24/2007                | 8/23/2007    | 3/31/2018        
|YC57148      | Duo        | 19           | 8/24/2007                | 8/23/2007    | 3/31/2018        



| |        | 
| | ------ | 
| | - 49 - | 
| |        | 
| |        | 



|        |     |    |           |           |          
|------- | --- | -- | --------- | --------- | ---------
|YC57149 | Duo | 20 | 8/24/2007 | 8/23/2007 | 3/31/2018
|YC57150 | Duo | 21 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57151 | Duo | 22 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57152 | Duo | 23 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57153 | Duo | 24 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57154 | Duo | 25 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57155 | Duo | 26 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57156 | Duo | 27 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57157 | Duo | 28 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57158 | Duo | 29 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57159 | Duo | 30 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57160 | Duo | 31 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57161 | Duo | 32 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57162 | Duo | 33 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57163 | Duo | 34 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57164 | Duo | 35 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57165 | Duo | 36 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57166 | Duo | 37 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57167 | Duo | 38 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57168 | Duo | 39 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57169 | Duo | 40 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57170 | Duo | 41 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57171 | Duo | 42 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57172 | Duo | 43 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57173 | Duo | 44 | 8/24/2007 | 8/24/2007 | 3/31/2018
|YC57174 | Duo | 45 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57175 | Duo | 46 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57176 | Duo | 47 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57177 | Duo | 48 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57178 | Duo | 49 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57179 | Duo | 50 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57180 | Duo | 51 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57181 | Duo | 52 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57182 | Duo | 53 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57183 | Duo | 54 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57184 | Duo | 55 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57185 | Duo | 56 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57186 | Duo | 57 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57187 | Duo | 58 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57188 | Duo | 59 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57189 | Duo | 60 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57190 | Duo | 61 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57191 | Duo | 62 | 8/24/2007 | 8/22/2007 | 3/31/2018



| |        | 
| | ------ | 
| | - 50 - | 
| |        | 
| |        | 



|        |       |    |           |           |          
|------- | ----- | -- | --------- | --------- | ---------
|Y 69433 | Goz   | 2  | 7/23/1973 | 7/3/1973  | 3/31/2021
|Y 69435 | Goz   | 4  | 7/23/1973 | 7/3/1973  | 3/31/2021
|Y 69441 | Luv   | 2  | 7/23/1973 | 7/4/1973  | 3/31/2021
|Y 69445 | Luv   | 6  | 7/23/1973 | 7/5/1973  | 3/31/2021
|Y 69446 | Luv   | 7  | 7/23/1973 | 7/5/1973  | 3/31/2021
|Y 69447 | Luv   | 8  | 7/23/1973 | 7/5/1973  | 3/31/2021
|YC57192 | Plume | 1  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57193 | Plume | 2  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57194 | Plume | 3  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57195 | Plume | 4  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57196 | Plume | 5  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57197 | Plume | 6  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57198 | Plume | 7  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57199 | Plume | 8  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57200 | Plume | 9  | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57201 | Plume | 10 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57202 | Plume | 11 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57203 | Plume | 12 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57204 | Plume | 13 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57205 | Plume | 14 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57206 | Plume | 15 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57207 | Plume | 16 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57208 | Plume | 17 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57209 | Plume | 18 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57210 | Plume | 19 | 8/24/2007 | 8/22/2007 | 3/31/2018
|YC57211 | Plume | 20 | 8/24/2007 | 8/22/2007 | 3/31/2018
|Y 69462 | Stol  | 7  | 7/23/1973 | 7/10/1973 | 3/31/2021
|Y 69463 | Stol  | 8  | 7/23/1973 | 7/10/1973 | 3/31/2021



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| | - 51 - | 
| |        | 
| |        | 



[alianza20fannual2016amend009.jpg]

Location and Access



The property is located east-central Yukon, 180 kilometers northeast of Mayo. Access to the property is by helicopter. There is no infrastructure on the property, and no nearby power supply. Several rivers cross the property and provide a consistent water supply.



Regional and Property Geology

The property covers an area of Lower Cambrian carbonate rocks that host stratabound replacement zinc mineralization of the Mississippi Valley Type. Mineralization is dominated by low iron sphalerite occuring in a stratabound and discordant zones within a locally extensive dolostone unit. The highest grades in the Main Zone is hosted within silica breccia believed to be associated with moderately to steeply dipping north north-easterly trending faults. Trace to moderate amounts of finely disseminated pyrite are observed in some drill core and coarse-grained galena bearing outcrops are visible at various locations on the property peripheral to the Main Zone.



Exploration History



Initial discovery on the property occurred in 1973. Exploration conducted in 1974 and 1975 included geochemical soil sampling, mapping and prospecting, and 55 diamond drill holes. This drilling program outlined a zinc resource in the Main Zone. A significant portion of the drill core from the 1974 and 1975 drilling is stored on the property.



In 2008, the Company completed a 7 hole diamond drill program totaling 722 meters to test down-dip and along strike from the historic resource at the main zone. Significant results from this program include:



| |        | 
| | ------ | 
| | - 52 - | 
| |        | 
| |        | 



|          |                                                               |        |              |        |          | 
|--------- | ------------------------------------------------------------- | ------ | ------------ | ------ | -------- | 
|Hole      | From                                                          | To     | Interval
(m) | Zn
(%) | Ag
(g/t)
|          |                                                               |        |              |        |         
|GZ-08-56  | No significant mineralization observed - no samples collected |       
|          |                                                               |        |              |        |         
|GZ-08-57  | 15.57                                                         | 40.16  | 24.59        | 5.73   | 2.25    
|including | 22.67                                                         | 40.16  | 17.49        | 6.67   | 2.99    
|including | 33.22                                                         | 33.51  | 0.29         | 41.25  | 45.00   
|          |                                                               |        |              |        |         
|GZ-08-58  | 35.51                                                         | 76.19  | 40.68        | 13.55  | 29.88   
|including | 48.28                                                         | 76.19  | 27.91        | 17.19  | 39.67   
|including | 72.68                                                         | 76.19  | 3.51         | 32.89  | 43.48   
|          |                                                               |        |              |        |         
|          | 93.80                                                         | 108.49 | 14.69        | 8.56   | 6.76    
|including | 93.80                                                         | 98.90  | 5.10         | 21.93  | 14.19   
|          |                                                               |        |              |        |         
|GZ-08-59  | 68.1                                                          | 78.1   | 10.00        | 1.89   | 0.62    
|including | 68.1                                                          | 70.1   | 2.00         | 3.03   | 1.52    
|          |                                                               |        |              |        |         
|GZ-08-60  | 24.13                                                         | 49.44  | 25.31        | 7.00   | 5.10    
|including | 26.13                                                         | 30.88  | 4.75         | 14.00  | 11.45   
|including | 46.48                                                         | 49.44  | 2.96         | 20.21  | 17.35   
|including | 48.74                                                         | 49.44  | 0.70         | 62.05  | 45.10   
|          |                                                               |        |              |        |         
|GZ-08-61  | 25.54                                                         | 53.04  | 27.50        | 12.83  | 10.91   
|including | 28.74                                                         | 38.03  | 9.29         | 19.48  | 14.47   
|including | 37.01                                                         | 38.03  | 1.02         | 43.20  | 7.06    
|          |                                                               |        |              |        |         
|GZ-08-62  | 61.11                                                         | 98.78  | 37.67        | 6.98   | 3.06    
|including | 77.68                                                         | 98.78  | 21.10        | 10.32  | 4.88    
|including | 96.02                                                         | 96.55  | 0.53         | 32.74  | 15.80   



The Company also conducted gravity surveys over the Main Zone and the Walt Ridge prospect, and identified numerous mineralized showings elsewhere on the property.



Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C. Rock samples and drill core were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. Fire assay procedures were followed by atomic absorption spectroscopy. Reference standards were sourced from CDN Resource Laboratories Ltd.



| |        | 
| | ------ | 
| | - 53 - | 
| |        | 
| |        | 



Current and Anticipated Exploration



The Company has not conducted any exploration work on the property since fiscal 2008, except for data review, primarily due to a regional land use plan being developed by the Peel Watershed Planning Commission and the Yukon Government. The Commission, which is made up of nominees from the local First Nations and the Yukon Government, recommended to the government that mining and mineral exploration be restricted or prohibited in a large area which includes the Goz Creek Property. In January 2014, the Yukon Government modified the Planning Commissions proposals and will allow exploration in much of the disputed area. Currently, the dispute over the proposals is in litigation in Canadian Courts between several Yukon First Nations and Environmental Groups and the Yukon Government. If the dispute is favorably resolved, the Company intends to continue with exploration of the property. If the issue cannot be resolved, management intends to seek compensation from the dispute.



The Company believes the property continues to have value for an exploration partner and is available for option.





MOR Property

The MOR Property is located in the southern Yukon Territory. Currently, the property consists of 290 mineral claims (approximately 6,000 hectares). The Company has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (NSR).



The project is at the exploration stage and currently does not contain proven mineral reserves.



[alianza20fannual2016amend010.jpg]



| |        | 
| | ------ | 
| | - 54 - | 
| |        | 
| |        | 



How Acquired



The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. the Company acquired 100% interest in 7 properties, including MOR, in exchange for 350,000 common shares of the Company at a price of $4.00 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. After the completion of the acquisition of the 52 Almaden claims, the Company increased the size of the property by staking additional claims in fiscal 2007 and 2008.



In September 2009, the Company acquired a 100% interest in the Highway property of 6 mineral claims from Strategic Metals Ltd. Consideration for the interest was $5,000 cash and a 2% NSR to Strategic on the Highway claims. The Highway claims were incorporated into the MOR property, but the Highway claims subsequently expired in March 2014.



Details of the claims which comprise the property are included in the following table:



|             |            |              |                          |              |                  
|------------ | ---------- | ------------ | ------------------------ | ------------ | -----------------
|Grant
Number | Claim
Name | Claim
Number | Operation
Recording Date | Staking
Date | Claim
Expiry Date
|YB89971      | MOR        | 1            | 9/18/1997                | 8/27/1997    | 4/29/2028        
|YB89972      | MOR        | 2            | 9/18/1997                | 8/27/1997    | 4/29/2028        
|YB89973      | MOR        | 3            | 9/18/1997                | 8/27/1997    | 4/29/2028        
|YB89974      | MOR        | 4            | 9/18/1997                | 8/27/1997    | 4/29/2028        
|YB91626      | MOR        | 5            | 9/4/1998                 | 8/22/1998    | 4/29/2025        
|YB91627      | MOR        | 6            | 9/4/1998                 | 8/22/1998    | 4/29/2025        
|YB91628      | MOR        | 7            | 9/4/1998                 | 8/22/1998    | 4/29/2025        
|YB91629      | MOR        | 8            | 9/4/1998                 | 8/22/1998    | 4/29/2025        
|YB91820      | MOR        | 9            | 9/28/1998                | 9/23/1998    | 4/29/2025        
|YB91821      | MOR        | 10           | 9/28/1998                | 9/23/1998    | 4/29/2025        
|YB91822      | MOR        | 11           | 9/28/1998                | 9/23/1998    | 4/29/2025        
|YB91823      | MOR        | 12           | 9/28/1998                | 9/23/1998    | 4/29/2025        
|YB92029      | MOR        | 13           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92030      | MOR        | 14           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92031      | MOR        | 15           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92032      | MOR        | 16           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92033      | MOR        | 17           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92034      | MOR        | 18           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92035      | MOR        | 19           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92036      | MOR        | 20           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92037      | MOR        | 21           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92038      | MOR        | 22           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92039      | MOR        | 23           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92040      | MOR        | 24           | 4/29/1999                | 4/17/1999    | 4/29/2026        
|YB92041      | MOR        | 25           | 4/29/1999                | 4/17/1999    | 4/29/2026        



| |        | 
| | ------ | 
| | - 55 - | 
| |        | 
| |        | 



|        |     |    |           |           |          
|------- | --- | -- | --------- | --------- | ---------
|YB92042 | MOR | 26 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92043 | MOR | 27 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92044 | MOR | 28 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92045 | MOR | 29 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92046 | MOR | 30 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92047 | MOR | 31 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92048 | MOR | 32 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92049 | MOR | 33 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92050 | MOR | 34 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92051 | MOR | 35 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92052 | MOR | 36 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92053 | MOR | 37 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92054 | MOR | 38 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92055 | MOR | 39 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92056 | MOR | 40 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92057 | MOR | 41 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92058 | MOR | 42 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92059 | MOR | 43 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92060 | MOR | 44 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92061 | MOR | 45 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92062 | MOR | 46 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92063 | MOR | 47 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92064 | MOR | 48 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92065 | MOR | 49 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92066 | MOR | 50 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92067 | MOR | 51 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YB92068 | MOR | 52 | 4/29/1999 | 4/17/1999 | 4/29/2026
|YC71599 | MOR | 53 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71600 | MOR | 54 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71601 | MOR | 55 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71602 | MOR | 56 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71603 | MOR | 57 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71604 | MOR | 58 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71605 | MOR | 59 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71606 | MOR | 60 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71607 | MOR | 61 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71608 | MOR | 62 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71609 | MOR | 63 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71610 | MOR | 64 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71611 | MOR | 65 | 6/26/2007 | 6/12/2007 | 4/29/2022



| |        | 
| | ------ | 
| | - 56 - | 
| |        | 
| |        | 



|        |     |     |           |           |          
|------- | --- | --- | --------- | --------- | ---------
|YC71612 | MOR | 66  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71613 | MOR | 67  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71614 | MOR | 68  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71615 | MOR | 69  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71616 | MOR | 70  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71617 | MOR | 71  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71618 | MOR | 72  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71619 | MOR | 73  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71620 | MOR | 74  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71621 | MOR | 75  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71622 | MOR | 76  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71623 | MOR | 77  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71624 | MOR | 78  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71625 | MOR | 79  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71626 | MOR | 80  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71627 | MOR | 81  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71628 | MOR | 82  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71629 | MOR | 83  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71630 | MOR | 84  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71631 | MOR | 85  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71632 | MOR | 86  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71633 | MOR | 87  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71634 | MOR | 88  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71635 | MOR | 89  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71636 | MOR | 90  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71637 | MOR | 91  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71638 | MOR | 92  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71639 | MOR | 93  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71640 | MOR | 94  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71641 | MOR | 95  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71642 | MOR | 96  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71643 | MOR | 97  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71644 | MOR | 98  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71645 | MOR | 99  | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71646 | MOR | 100 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71647 | MOR | 101 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71648 | MOR | 102 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71649 | MOR | 103 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71650 | MOR | 104 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71651 | MOR | 105 | 6/26/2007 | 6/12/2007 | 4/29/2022
|YC71652 | MOR | 106 | 6/26/2007 | 6/12/2007 | 4/29/2022



| |        | 
| | ------ | 
| | - 57 - | 
| |        | 
| |        | 



|        |     |     |           |           |          
|------- | --- | --- | --------- | --------- | ---------
|YC72301 | MOR | 107 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72302 | MOR | 108 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72303 | MOR | 109 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72304 | MOR | 110 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72305 | MOR | 111 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72306 | MOR | 112 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72307 | MOR | 113 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72308 | MOR | 114 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72309 | MOR | 115 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72310 | MOR | 116 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72311 | MOR | 117 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72312 | MOR | 118 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72313 | MOR | 119 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72314 | MOR | 120 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72315 | MOR | 121 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72316 | MOR | 122 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72317 | MOR | 123 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72318 | MOR | 124 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72319 | MOR | 125 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72320 | MOR | 126 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72321 | MOR | 127 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72322 | MOR | 128 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72323 | MOR | 129 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72324 | MOR | 130 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72325 | MOR | 131 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72326 | MOR | 132 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72327 | MOR | 133 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72328 | MOR | 134 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72329 | MOR | 135 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72330 | MOR | 136 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72331 | MOR | 137 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72332 | MOR | 138 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72333 | MOR | 139 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72334 | MOR | 140 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72335 | MOR | 141 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72336 | MOR | 142 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72337 | MOR | 143 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72338 | MOR | 144 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72339 | MOR | 145 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72340 | MOR | 146 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72341 | MOR | 147 | 10/4/2007 | 9/25/2007 | 4/29/2021



| |        | 
| | ------ | 
| | - 58 - | 
| |        | 
| |        | 



|        |     |     |           |           |          
|------- | --- | --- | --------- | --------- | ---------
|YC72342 | MOR | 148 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72343 | MOR | 149 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72344 | MOR | 150 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72345 | MOR | 151 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72346 | MOR | 152 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72347 | MOR | 153 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72348 | MOR | 154 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72349 | MOR | 155 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72350 | MOR | 156 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72351 | MOR | 157 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72352 | MOR | 158 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72353 | MOR | 159 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72354 | MOR | 160 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72355 | MOR | 161 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72356 | MOR | 162 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72357 | MOR | 163 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72358 | MOR | 164 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72359 | MOR | 165 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72360 | MOR | 166 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72361 | MOR | 167 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72362 | MOR | 168 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72363 | MOR | 169 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72364 | MOR | 170 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72365 | MOR | 171 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72366 | MOR | 172 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72367 | MOR | 173 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72368 | MOR | 174 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72369 | MOR | 175 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72370 | MOR | 176 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72371 | MOR | 177 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72372 | MOR | 178 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72373 | MOR | 179 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72374 | MOR | 180 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72375 | MOR | 181 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72376 | MOR | 182 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72377 | MOR | 183 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72378 | MOR | 184 | 10/4/2007 | 9/26/2007 | 4/29/2021
|YC72379 | MOR | 185 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72380 | MOR | 186 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72381 | MOR | 187 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72382 | MOR | 188 | 10/4/2007 | 9/25/2007 | 4/29/2017



| |        | 
| | ------ | 
| | - 59 - | 
| |        | 
| |        | 



|        |     |     |           |           |          
|------- | --- | --- | --------- | --------- | ---------
|YC72383 | MOR | 189 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72384 | MOR | 190 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72385 | MOR | 191 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72386 | MOR | 192 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72387 | MOR | 193 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72388 | MOR | 194 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72389 | MOR | 195 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72390 | MOR | 196 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72391 | MOR | 197 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72392 | MOR | 198 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72393 | MOR | 199 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72394 | MOR | 200 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72395 | MOR | 201 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72396 | MOR | 202 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72397 | MOR | 203 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72398 | MOR | 204 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72399 | MOR | 205 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72400 | MOR | 206 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72401 | MOR | 207 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72402 | MOR | 208 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72403 | MOR | 209 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72404 | MOR | 210 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72405 | MOR | 211 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72406 | MOR | 212 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72407 | MOR | 213 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72408 | MOR | 214 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72409 | MOR | 215 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72410 | MOR | 216 | 10/4/2007 | 9/25/2007 | 4/29/2017
|YC72411 | MOR | 217 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72412 | MOR | 218 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72413 | MOR | 219 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72414 | MOR | 220 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72415 | MOR | 221 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72416 | MOR | 222 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72417 | MOR | 223 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC72418 | MOR | 224 | 10/4/2007 | 9/25/2007 | 4/29/2021
|YC73523 | MOR | 225 | 7/14/2008 | 7/4/2008  | 4/29/2022
|YC73524 | MOR | 226 | 7/14/2008 | 7/4/2008  | 4/29/2022
|YC73525 | MOR | 227 | 7/14/2008 | 7/4/2008  | 4/29/2022
|YC73526 | MOR | 228 | 7/14/2008 | 7/4/2008  | 4/29/2022
|YC73527 | MOR | 229 | 7/14/2008 | 7/4/2008  | 4/29/2022



| |        | 
| | ------ | 
| | - 60 - | 
| |        | 
| |        | 



|        |     |     |           |          |          
|------- | --- | --- | --------- | -------- | ---------
|YC73528 | MOR | 230 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73529 | MOR | 231 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73530 | MOR | 232 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73531 | MOR | 233 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73532 | MOR | 234 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73533 | MOR | 235 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73534 | MOR | 236 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73535 | MOR | 237 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73536 | MOR | 238 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73537 | MOR | 239 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73538 | MOR | 240 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73539 | MOR | 241 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73540 | MOR | 242 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73541 | MOR | 243 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73542 | MOR | 244 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73543 | MOR | 245 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73544 | MOR | 246 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73545 | MOR | 247 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73546 | MOR | 248 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73547 | MOR | 249 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73548 | MOR | 250 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73549 | MOR | 251 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73550 | MOR | 252 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73551 | MOR | 253 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73552 | MOR | 254 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73553 | MOR | 255 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73554 | MOR | 256 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73555 | MOR | 257 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73556 | MOR | 258 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73557 | MOR | 259 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73558 | MOR | 260 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73559 | MOR | 261 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73560 | MOR | 262 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73561 | MOR | 263 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73562 | MOR | 264 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73563 | MOR | 265 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73564 | MOR | 266 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73565 | MOR | 267 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73566 | MOR | 268 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73567 | MOR | 269 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73568 | MOR | 270 | 7/14/2008 | 7/4/2008 | 4/29/2022



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|        |     |     |           |          |          
|------- | --- | --- | --------- | -------- | ---------
|YC73569 | MOR | 271 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73570 | MOR | 272 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73571 | MOR | 273 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73572 | MOR | 274 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73573 | MOR | 275 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73574 | MOR | 276 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73575 | MOR | 277 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73576 | MOR | 278 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73577 | MOR | 279 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73578 | MOR | 280 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73579 | MOR | 281 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73580 | MOR | 282 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73581 | MOR | 283 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73582 | MOR | 284 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73583 | MOR | 285 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73584 | MOR | 286 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73585 | MOR | 287 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73586 | MOR | 288 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73587 | MOR | 289 | 7/14/2008 | 7/4/2008 | 4/29/2022
|YC73588 | MOR | 290 | 7/14/2008 | 7/4/2008 | 4/29/2022



Location and Access



The property is located south-central Yukon in the Watson Lake Mining District, 180 kilometers west of Watson Lake and 35 kilometers east of Teslin, Yukon. Access is via the paved Alaska Highway, which lies 1.5 kilometers south of the property. Access throughout the property is primarily by helicopter. There is no infrastructure on the property. The nearest power supply is approximately 35 kilometers away in the community of Teslin.



The property lies at an elevation of approximately 2700 to 4300 feet in mixed forest and sub-alpine terrain. Summers are moderate, and winters are cold, with moderate precipitation that averages several feet of snowfall each year.



Some of the property is situated on Category B Settlement Lands of the Teslin Tlingit Council ("TTC"), Yukon First Nations, which holds a fee simple surface title pursuant to its 1993 Final Agreement with the governments of Canada and the Yukon. Although the Company owns 100% of the mineral rights, permission from the TTC is required for entry to the lands to conduct exploration.



Regional Geology



The region lies within the Canadian Corillera in the Omineca Belt, a zone of uplifted metamorphic and intrusive rocks. In the property area, the belt has several deformed Paleozoic assemblages, which include a portion of the Tanana Terrane lying between the Teslin Fault to the west and the Cassiar terrane to the east. This Devono-Mississippian stratigraphy is known as the Big Salmon Complex. This Complex is similar to other units which host known volcanogenic massive sulphide ("VMS") deposits elsewhere in the Yukon.



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| | - 62 - | 
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Property Geology



The property is underlain by a thick sequence of green quartz-chlorite and chlorite schists, which are mafic to intermediate volcanic tuffs and minor flows. The mafic rocks are interbedded with quartz chlorite schist and intermediate tuff, which contain various amounts of parallel quartz and feldspar. The rocks are strongly deformed.



Mineralization is Kuroko style volcanic hosted massive sulphide ("VHMS") mineralization. Exploration has identified a number of heavily disseminated, semi-massive and massive sulphide horizons.



Exploration History



The initial claims were staked in 1997 to cover a small zone of base and precious metal values in soil and subcrop. Work conducted by Almaden including hand pitting and trenching, as well as prospecting and reconnaissance on and around the original claims. Geochemical surveys and sampling were performed, and additional claims were added. In 2004, a two-phase exploration program was completed, which included a 4.5 line-km Induced Polarization (IP) survey, and two drill locations were selected to test for mineralization at depth. A total of 185.3 meters was drilled, and both holes encountered several (0.35 to 4.9 meters) intervals of significant gold, silver, copper and zinc mineralization.



After acquisition of the property in July 2007, the Company completed a Versatile Time Domain Electromagnetic (VTEM) airborne geophysical survey which identified a number of conductors on the property. Several of the conductors were coincident with soil geochemical anomalies and the location of previous drilling.



Four diamond drill holes totaling 685 meters was completed within a 300 meter portion of a 2,500 meter long soil geochemical anomaly during 2007 All holes intersected massive to semi-massive sulphide mineralization with significant copper, zinc, silver and gold values, including 5.46 meters of 1.20% copper, 2.85% zinc, 1.356 g/t gold and 55.8 g/t silver from drill hole MOR 07-03 and 7.80 meters of 1.18% copper, 1.52% zinc, 1.256 g/t gold and 52.2 g/t silver from drill hole MOR 07-02.



An additional 172 claims were staked in 2007 to cover a series of anomalies outlined during the VTEM survey. During 2008, additional prospecting to follow up on geophysical anomalies was completed. This work resulted in the discovery of several new mineralized outcrops, including the Mag, SD, and Bean zones.



An eight hole drill program totaling 1,703 meters was completed in 2008. Three holes tested the original Discovery Horizon at 100 meter step-outs to the east, Each of the holes encountered the target horizon but contained decreasing sulphide and metal content. Two holes tested the down-dip extension of the thickest sulphide accumulations encountered by prior drilling. Neither of the holes encountered significant mineralization. One hole was drilled to test a near surface IP conductor. A narrow sulphide band near the top of the hole associated with the lower lens of the Discovery Horizon was cut, but did not encounter significant mineralization near the IP conductor. The remaining two holes were completed in the SD zone approximately 2 kilometers south of the Discovery Horizon. Both holes encountered narrow massive sulphide intervals.



In 2009, the Company performed a property-wide program of lithogeochemical sampling, as well as additional gravity surveys and prospecting. In September 2009, the Highway claims were acquired from Strategic Metals and added to the MOR property. These claims cover a similar stratigraphy adjacent to the MOR claims block that is also prospective for VHMS mineralization. In 2007, Strategic completed VTEM surveys over the Highway claims that identified a strong linear EM anomaly.



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In 2010, the Company collected soil geochemical samples over the newly acquired Highway claims which returned weakly anomalous copper and zinc values over a portion of the claims. A two hole diamond drill program totaling 443.83 meters was completed at the east end of the Discovery Zone. This drilling was designed to test the IP and gravity anomaly defined in 2009. Drilling intercepted massive, semi-massive and heavily disseminated sulphides. Highlights from the program are:



|          |                       |       |              |        |          |          |       
|--------- | --------------------- | ----- | ------------ | ------ | -------- | -------- | ------
|Hole      | From                  | To    | Interval
(m) | Cu
(%) | Au
(g/t) | Ag
(g/t) | Zn
(%)
|          |                       |       |              |        |          |          |       
|MOR 10-01 | 85.10                 | 92.90 | 7.80         | 0.71   | 0.41     | 19.3     | 0.80  
|including | 92.25                 | 92.90 | 0.65         | 1.43   | 1.13     | 49.1     | 1.98  
|          |                       |       |              |        |          |          |       
|MOR 10-02 | No Significant Assays



Assays for the program were conducted by ALS Minerals. Sample preparation was conducted at ALS Whitehorse and final analysis at ALS Minerals North Vancouver, B.C. Rock samples and drill core were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. For gold assays, fire assay procedures were followed by atomic absorption spectroscopy. For silver and trace element assays, a 51 element ultra trace method is utilized using aqua regia acid and analyzed using inductively coupled plasma and mass spectroscopy.



The drilling successfully intersected an extension to the Discovery Horizon, which has now been tested and is apparently continuous over 600 meters of strike length.



Current and Anticipated Exploration



The Company believes it has satisfactorily explained the geochemical anomaly identified through prior augur soil sampling and that significant potential exists for the discovery of additional VHMS mineralization on the property, particularly in the Discovery Zone.



The Company believes the property continues to have value for an exploration partner and is available for option.



Tim Property

The Tim Property is located in the southeastern portion of the Yukon Territory. Currently, the property consists of 289 mineral claims (approximately 6,200 hectares). The Company currently has a 100% interest in the property, subject to a 2% NSR.



The project is at the exploration stage and currently does not contain proven mineral reserves.



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How Acquired



The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. The Company acquired 100% interest in 7 properties, including Tim, in exchange for 350,000 common shares of the Company at a price of $4.00 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. Due to exploration spending by ACME Resources as the optionee on the Tim property, the Company issued as a bonus an additional 50,000 common shares to Almaden in Fiscal 2008.



In September 2007, the Company optioned to the property to ACME Resources (formerly International KRL Resources). Under the agreement, ACME could earn a 60% interest in the property by spending $3,000,000 on exploration and issuing the Company 1,000,000 common shares by September 10, 2011. ACME staked additional claims and added them to the property but subsequently withdrew from the option agreement, and the Company retained its 100% interest in the property, including the additional claims.



The details of the claims which comprise the property are included in the following table:



|             |            |              |                          |              |                  
|------------ | ---------- | ------------ | ------------------------ | ------------ | -----------------
|Grant
Number | Claim
Name | Claim
Number | Operation
Recording Date | Staking
Date | Claim
Expiry Date
|YA70524      | TIM        | 112          | 9/26/1983                | 9/11/1983    | 9/19/2017        
|YA91111      | TIM        | 171          | 7/2/1986                 | 6/28/1986    | 9/19/2017        
|YA91112      | TIM        | 172          | 7/2/1986                 | 6/28/1986    | 9/19/2017        
|YA91113      | TIM        | 173          | 7/2/1986                 | 6/29/1986    | 9/19/2017        
|YA91114      | TIM        | 174          | 7/2/1986                 | 6/29/1986    | 9/19/2017        
|YA91115      | TIM        | 175          | 7/2/1986                 | 6/29/1986    | 9/19/2017        
|YA91116      | TIM        | 176          | 7/2/1986                 | 6/29/1986    | 9/19/2017        
|YA91118      | TIM        | 178          | 7/2/1986                 | 6/29/1986    | 9/19/2017        
|YA91127      | TIM        | 187          | 7/2/1986                 | 7/1/1986     | 9/19/2018        
|YA91129      | TIM        | 189          | 7/2/1986                 | 7/1/1986     | 9/19/2018        
|YC72048      | TOM        | 63           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72049      | TOM        | 64           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72050      | TOM        | 65           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72051      | TOM        | 66           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72052      | TOM        | 67           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72053      | TOM        | 68           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72054      | TOM        | 69           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72055      | TOM        | 70           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72057      | TOM        | 72           | 9/19/2007                | 9/15/2007    | 9/19/2017        
|YC72059      | TOM        | 74           | 9/19/2007                | 9/15/2007    | 9/19/2018        
|YC72077      | TOM        | 92           | 9/19/2007                | 9/14/2007    | 9/19/2018        
|YC72078      | TOM        | 93           | 9/19/2007                | 9/14/2007    | 9/19/2018        
|YC72079      | TOM        | 94           | 9/19/2007                | 9/15/2007    | 9/19/2018        



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|        |     |     |           |           |          
|------- | --- | --- | --------- | --------- | ---------
|YC72080 | TOM | 95  | 9/19/2007 | 9/15/2007 | 9/19/2018
|YC72081 | TOM | 96  | 9/19/2007 | 9/15/2007 | 9/19/2019
|YC72083 | TOM | 98  | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72085 | TOM | 100 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72087 | TOM | 102 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72089 | TOM | 104 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72091 | TOM | 106 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72092 | TOM | 107 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72093 | TOM | 108 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72094 | TOM | 109 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72095 | TOM | 110 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72096 | TOM | 111 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72097 | TOM | 112 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72098 | TOM | 113 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72099 | TOM | 114 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72100 | TOM | 115 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72101 | TOM | 116 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72102 | TOM | 117 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72103 | TOM | 118 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72104 | TOM | 119 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72105 | TOM | 120 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72106 | TOM | 121 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72107 | TOM | 122 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72108 | TOM | 123 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72109 | TOM | 124 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72110 | TOM | 125 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72111 | TOM | 126 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72112 | TOM | 127 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72113 | TOM | 128 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72114 | TOM | 129 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72115 | TOM | 130 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72116 | TOM | 131 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72117 | TOM | 133 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72118 | TOM | 134 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72119 | TOM | 135 | 9/19/2007 | 9/16/2007 | 9/19/2017
|YC72120 | TOM | 136 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72121 | TOM | 137 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72122 | TOM | 138 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72123 | TOM | 139 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72124 | TOM | 140 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72125 | TOM | 141 | 9/19/2007 | 9/17/2007 | 9/19/2017



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|        |     |     |           |           |          
|------- | --- | --- | --------- | --------- | ---------
|YC72144 | TOM | 160 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72146 | TOM | 162 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72148 | TOM | 164 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72150 | TOM | 166 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72152 | TOM | 168 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72153 | TOM | 169 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72154 | TOM | 170 | 9/19/2007 | 9/17/2007 | 9/19/2017
|YC72155 | TOM | 171 | 9/19/2007 | 9/17/2007 | 9/19/2017



Location and Access



The property is located in the southeastern Yukon 72 kilometers west of Watson Lake. The property is road accessible from the Alaska Highway via an approximately 45 kilometer long access road, and additional roads provide access throughout the property. There is no infrastructure on the property, and no nearby source of power. Several creeks flow through the property and provide a year-round water supply.



Regional and Property Geology



The region overlies the Cassiar terrane of carbonate and clastic sedimentary rocks formed on the ancient continental margin of western North America. The property covers a folded sequence of Lower Cambrian and Cambrian rocks, and includes carbonate hosted silver-lead-zinc mineralization.



Exploration History



The property was first staked in the early 1980's at the same time as several other properties in the area. Work conducted in the late 1980's established anomalous soil geochemical results with elevated silver, lead, zinc and manganese values. Two large geochemical anomalies were defined, measuring 1,500 meters by 300 meters. An IP survey recorded results that coincided with the geochemical anomalies.



ACME optioned the property from the Company in September 2007 and in 2008 completed a five-hole, 1,254 diamond drill program targeting the previously identified IP anomalies. The drilling failed to intersect significant mineralization, although hole W-08-01 intersected a 4 meter zone of mineralization assaying 10.6 g/t silver, 0.21% lead and 0.83% zinc. ACME subsequently withdrew from the option agreement after spending approximately $800,000 on exploration.



Current and Anticipated Exploration



In September 2013, the Company conducted a short, focused work program on the property. The program was designed to re-evaluate a historical zone of silver-lead rich Carbonate Replacement Mineralization exposed by mechanized trenching in 1988. Historical chip sampling across the zone reportedly returned 352 g/t silver and 9.12% lead across 4.0 meters. In addition to this exposure, similar mineralization was also reported in adjacent trenches 180 and 250 meters on either side of the central trench. No drill testing of this zone has ever been conducted.



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The Companys field crew located the central historical trench (T-3) and exposed the main mineralized showing with hand tools. A total of 6.4 meters of footwall alteration and CRM were exposed at the base of the trench. Three series of sawn channel samples were taken across the exposure of approximately 1 meter spacing between channels. The central channel tested a partial exposure of footwall alteration and the CRM while the outer channels only tested the partially exposed CRM. Weighted average assays for each of the channel samples are included in the table below. Sample intervals are true width.



|          |              |              |         
|--------- | ------------ | ------------ | --------
|Channel   | Interval
(m) | Silver
(g/t) | Lead
(%)
|Central   | 6.40         | 220          | 4.74    
|including | 3.70         | 365          | 7.54    
|including | 0.70         | 976          | 8.32    
|          |              |              |         
|West      | 2.70         | 269          | 8.23    
|including | 0.70         | 829          | 7.94    
|          |              |              |         
|East      | 2.50         | 280          | 10.28   



Elevated accessory elements in the mineralized zone include zinc, arsenic, antimony, bismuth, indium, gold and tin. The CRM is hosted within a steep southeasterly dipping structural zone and is dominantly comprised of manganiferous carbonate and porous dark brown limonite. Hand trenching did not expose the hangingwall contact of the mineralized zone due to slough and extensive downslope cover. Historical soil geochemical response defines three distinct linear northwest trending silver-lead anomalies, each of which is continuously defined for a strike length of roughly 2,000 meters. All historical trenching was conducted along the trace of the central geochemical anomaly but the soil sample coverage was not completed over the mineralized zone encountered in trench T-3 or northwest along strike.



Sawn samples were approximately 4 centimeters in width, resulting in relatively large samples per interval, which the Company believes improves the reliability of the sampling. Samples were delivered to ALS Minerals in Whitehorse, Yukon for sample preparation and all analyses were completed in North Vancouver. Rock samples were weighed, dried, crushed and split being pulverized to 8% passing 75 microns. Silver and 50 other elements were analyzed using ICPMS techniques.



The Company performed no exploration on the property in fiscal 2016. A portion of the property claims were scheduled to expire in fiscal 2016. In lieu of the required exploration expenditures, the Company paid the alternate fees to the Yukon Government which extended the expiry dates by a year.



The Company believes the property continues to have value for an exploration partner and is available for option.



Mexico Properties



In February 2016, the Company sold its entire interest in the three remaining Mexico properties to Almadex Minerals. The consideration for the sale of the 100% interest in the Yago, Mezquites and San Pedro properties was a 1% NSR which is capped at $1,000,000. The Company had written down its interest in each of the properties to $Nil prior to the sale.



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Item 5.  Operating and Financial Review and Prospects



Overview



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS).



The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.12 on September 30, 2016.



The Company has since inception primarily financed its activities through the issuance of equity.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Companys properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Companys exploration programs as well as the general economic climate.



Results of Operations



Year Ended September 30, 2016 vs. Year Ended September 30, 2015



During the year ended September 30, 2016, the Company conducted field work on the Isy property and a grassroots generative study in Peru, and sold its interest in its 3 properties in Mexico for a 1% NSR. The Company dropped the Columbia, Fri Gold and Kobeh properties, and reduced the size of the Bellview property, and wrote-off the related capitalized mineral exploration expenditures.



The comprehensive loss for the year ended September 30, 2016 was ($1,543,972), or ($0.07) per share, compared to a comprehensive loss of ($2,751,454), or ($0.30) per share for the year ended September 30, 2015.



In the current year, expenses totaled $893,809, which was a decrease of $4,921 compared to expenses of $898,730 for the year ended September 30, 2015. Significant changes occurred in accounting and legal fees, which declined to $220,689 from $231,067; Investor relations and shareholder information, which declined to $48,249 from $61,648; Office facilities and administrative services, which increased to $18,608 from $13,500; Office expenses, which rose to $52,706 from $38,733; Property investigation expenses, which increased to $69,506 from $29,360 due to the generative property survey in Southern Peru; Share based payments, which fell to $164,206 from $246,424 due to the issuance of stock options to officers, directors and consultants; Transfer agent, listing and filing fees declined to $18,947 from $34,954; and wages, benefits and consulting fees, which increased to $281,944 from $226,058.



Interest income and other income declined to $3,197 from $21,271 in the prior year; Foreign exchange loss was $35,037 compared to $191; Gain on disposal of equipment was $2,480 compared to $nil; Loss on marketable securities was $nil compared to $1,625 and realized loss on marketable securities transferred to other comprehensive income was $nil compared to $18,375; and write-down of exploration and evaluation assets was $530,147 compared to $2,465,156 as the Columbia, Fri Gold, and Kobeh properties were dropped and the Bellview property was reduced. Other comprehensive loss included the exchange difference arising on the translation of foreign subsidiary of $90,656.



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Year Ended September 30, 2015 vs. Year Ended September 30, 2014



During the year ended September 30, 2015, the Company acquired Estrella Gold Corporation in exchange for 4,665,032 common shares (adjusted for the 1 for 10 common share consolidation effective April 29, 2015) and changed its name to Alianza Minerals Ltd.. The Company conducted first phase exploration on its properties in Nevada and sold its interest in the Pucarana property acquired through the Alianza acquisition in exchange for a 1.08% NSR. The Company also dropped the Erika and Llano Grande properties in Mexico and the BJS property in Nevada, and wrote-off the related capitalized mineral exploration expenditures.



The comprehensive loss for the year ended September 30, 2015 was ($2,751,454), or ($0.30) per share, compared to a comprehensive loss of ($4,088,586), or ($0.84) per share for the year ended September 2014.



In the current year, expenses totaled $898,730, which was an increase of $253,154 compared to expenses of $645,576 for the year ended September 30, 2014. Large increases occurred in several items due to the costs related to the Alianza acquisition, including accounting and legal fees, which rose to $231,067 from $130,042; investor relations and shareholder information, which increased to $61,648 from $46,271; and wages, benefits and consulting fees, which increased to $226,058 from $180,424. Other changes in expenses included office facilities and administrative, which declined to $13,500 from $49,688; Office expenses, which rose to $38,733 from $16,779; Property investigation expenses, which rose to $29,360 from $731 due to the generative exploration work in Peru; and travel, which fell to $14,357 from $34,454.



Interest income and other income rose to $21,271 from $1,712; Foreign exchange loss was $191 compared to $nil, and loss on marketable securities was $1,625. Realized loss on marketable securities transferred to other comprehensive income was $18,375 and $nil in the prior year. Write-down of exploration and evaluation assets of $2,465,156 related to the Erika, Llano Grande and BJS properties, which were dropped, and the reduction in size of certain of the properties in Nevada and the Mezquites property in Mexico. Deferred income tax recovery was $532,000. Other comprehensive income was marketable securities transferred to net loss of $18,375 and exchange difference arising on the translation of foreign subsidiary of $60,977.



Year Ended September 30, 2014 vs. Year Ended September 30, 2013



During the year ended September 30, 2013, the Company evaluated the exploration program conducted in fiscal 2013 and reviewed each of its properties for its future potential and possible impairment due to the Companys current shortage of exploration funds.



The comprehensive loss for year ended September 30, 2014 was ($4,088,586), or ($0.84) per share, compared to a comprehensive loss of ($1,320,596), or ($0.33) per share for the year ended September 30, 2013.



In the current year, expenses totaled $645,576, which was an increase of $66,907 compared to expenses of $578,669 recorded in the year ended September 30, 2013. Excluding the non-cash expense of share-based payments of $167,091 compared to $Nil in the prior year, expenses actually decreased in fiscal 2014. Management continues to work to reduce its operating expenses.



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In addition to the increase in share-based payments, large changes in expenses occurred in accounting and legal fees, which declined to $130,042 from $150,752; investor relations and shareholder information, which fell to $46,271 from $87,936; office expenses, which declined to $16,779 from $22,822; property investigation expenses, which fell to $731 from $32,507 and travel, which declined to $34,454 from $38,415, as the Company did not actively investigate new properties for acquisition during the current year; transfer agent and filing fees, which declined to $18,324 from $19,844; and wages, benefits and consulting fees, which rose to $180,424 from $174,754.



Interest income declined to $1,712 from $3,592 for the year ended September 30, 2013 due to lower cash balances during the year. Write-off of exploration and evaluation assets was $Nil compared to ($704,581) in the prior year as the Company wrote-off 5 properties in fiscal 2013. During fiscal 2014 ended September 30, 2014, the Company evaluated its property portfolio and determined several properties were impaired due to the Companys shortage of cash to conduct exploration programs. Impairment allowance was ($3,439,175) which were attributable to the MOR, Tim and Goz Creek properties.



Liquidity and Capital Resources



The Companys working capital position at September 30, 2016 was $331,876, including cash of $421,699. Management estimates that the SG&A expenses will be approximately $600,000 in fiscal 2017, and planned property expenditures will depend on the Companys working capital position.



If the Company is unable to raise additional funds through private placements of equity, or option certain of its properties, it will likely result in a severe reduction in the Companys exploration and operational budgets and may result in management relinquishing certain mineral claims and severely reducing its operations.



The Company has financed its operations through the issuance of common shares. The following sales and issuances of common stock have been completed in the last 5 fiscal years. All share and share price amounts have been adjusted to reflect the 1 for 10 common share consolidation effective April 29, 2015.



Table No. 3

Common Share Issuances



|              |                                   |                                |        |               
|------------- | --------------------------------- | ------------------------------ | ------ | --------------
|Fiscal
Period | Type of Share Issuance            | Number of Common Shares Issued | Price  | Gross Proceeds
|              |                                   |                                |        |               
|Fiscal 2012   | Private Placement                 | 480,000                        | $ 2.50 | $ 1,200,000   
|              | Exercise of Finders Warrants     | 3,938                          | 2.50   | 9,844         
|              |                                   |                                |        |               
|Fiscal 2013   | Private Placement                 | 687,000                        | $ 1.50 | $ 1,030,500   
|              | Acquisition of Mineral Properties | 400,000                        | 0.55   | -             
|              |                                   |                                |        |               
|Fiscal 2014   | Private Placement                 | 483,667                        | $ 0.75 | $    362,750  
|              | Private Placement                 | 266,667                        | 0.75   | 200,000       
|              | Private Placement                 | 900,000                        | 0.50   | 450,000       
|              |                                   |                                |        |               
|Fiscal 2015   | Acquisition of Mineral Properties | 150,000                        | $ 0.40 | $      60,000 
|              | Acquisition of Estrella Gold      | 4,665,032                      | 0.25   | 1,166,258     
|              | Private Placement                 | 3,000,000                      | 0.25   | 750,000       
|              |                                   |                                |        |               
|Fiscal 2016   | Private Placement                 | 7,000,000                      | $ 0.10 | $    700,000  
|              | Private Placement                 | 3,100,000                      | 0.10   | 310,000       
|              | Private Placement                 | 2,400,000                      | 0.125  | 300,000       
|              | Debt Settlement                   | 2,000,000                      | 0.15   | 300,000       



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Year Ended September 30, 2016



At the end of the fiscal year ended September 30, 2016, the Company had working capital of $331,876, compared to a working capital deficit of ($87,298) as of September 30, 2015. During the fiscal year ended September 30, 2016, Operating Activities used cash of ($550,721), including the net loss of ($1,453,316). Items not affecting cash included depreciation of $3,518, gain on disposal of equipment of ($2,480), share-based payments of 164,206, and write-down of exploration and evaluation assets of $530,147, which was from the dropping of the Columbia, Fri Gold and Kobeh properties and reduction of the Bellview property. Changes in non-working capital items include increase in receivables of ($3,901); decrease in prepaid expenses of $4; increase in accounts payable and accrued liabilities of $64,806; and an increase of due to related parties of $146,295.



Cash flows from Investing Activities used cash of ($312,360), with exploration and evaluation assets using cash of ($315,710) and sale of equipment providing cash of $3,350. Cash flows from Financing Activities provided cash of $1,242,709, which included proceeds from the issuance of common shares of $1,310,000 and share issue costs of ($67,291). The Effect of exchange rate changes on cash was $25,071.



Cash totaled $421,699 as of September 30, 2016 compared to cash of $17,000 as of September 30, 2015, an increase of $404,699.



During the year, the Company issued a total of 14,500,000 common shares.

·

7,000,000 common share units were issued in a private placement at a price of $0.10 per unit for gross proceeds of $700,000. Each unit consisted of one common share and one common share purchase warrant which is exercisable at a price of $0.15 until March 8, 2020. In connection with the placement, a cash finders fee of $22,375 was paid and 223,750 finders warrants were issued, with each finders warrant exercisable into one unit at a price of $0.10 until September 8, 2017.

·

3,100,000 common shares units were issued in a private placement at a price of $0.10 per unit for gross proceeds of $310,000. Each unit consisted of one common share and one common share purchase warrant which is exercisable at a price of $0.15 until April 7, 2020. In connection with the placement, 155,000 finders warrants were issued, with each finders warrant exercisable into one unit at a price of $0.10 until October 7, 2017.

·

2,400,000 common share units were issued in a private placement at a price of $0.125 per unit for gross proceeds of $300,000. Each unit consisted of one common share and one-half of a common share purchase warrant, with each full warrant exercisable at a price of $0.20 until September 28, 2019. In connection with the placement, a cash finders fee of $2,500 was paid and 20,000 finders warrants were issued, with each finders warrant exercisable into one unit at a price of $0.125 until March 28, 2018.

·

2,000,000 common shares were issued to settle $300,000 of debt owed to the Companys largest shareholder, Pacific Opportunity Capital Ltd. at a deemed price of $0.15 per share. Pacific Opportunity has set aside 500,000 of those shares as a Bonus Pool to be granted to management based on the successful completion of certain milestones relating to the Companys business.



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Year Ended September 30, 2015



At the end of the fiscal year ended September 30, 2015, the Company had a working capital deficit of ($87,298), compared to working capital of $94,538 as of September 30, 2014. During the fiscal year ended September 30, 2015, Operating Activities used cash of ($584,715), including the net loss of ($2,830,806). Items not affecting cash included depreciation of $2,629, loss on marketable securities of $1,625, realized loss on marketable securities transferred from other comprehensive income of $18,375, share-based payments of $246,424, and write-down of exploration and evaluation assets from the write-off of the Erika, Llano Grande properties in Mexico and the BJS property in Nevada of $2,465,156. The Company also had a deferred income tax recovery of $532,000. Changes in non-working capital items include an increase of receivables of ($12,753); an increase in prepaid expenses of ($687); a decrease in accounts payable and accrued liabilities of ($229,396); and an increase of due to related parties of $286,718.



Cash flows from Investing Activities used cash of ($420,065), with the entire amount expended on exploration and evaluation assets. Cash flows from Financing Activities provided cash of $727,038, which included proceeds from the issuance of common shares of $750,000 and share issue costs of ($22,962). The Effect of exchange rate changes on cash was $66,163.



Cash totaled $17,000 as of September 30, 2015 compared to cash of $228,579 as of September 30, 2014, a decrease of $211,579.



During the year, the Company issued a total of 7,815,032 common shares. 150,000 common shares were issued to Sandstorm Gold Ltd. at a price of $0.40 per share for total consideration of $60,000 pursuant to the acquisition of 8 mineral exploration properties in Nevada. 4,665,032 common shares were issued pursuant to the acquisition of all the common shares of Estrella Gold at a fair value of $1,166,258. 3,000,000 common share units were issued in a non-brokered private placement were issued at a price of $0.25 per unit for gross proceeds of $750,000. Each unit consisted of one common share and one non-transferable warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.40 until April 29, 2018. A cash finders fee of $1,500 was paid and 6,000 finders warrants were issued, with each finders warrant exercisable into one common share at a price of $0.25 until April 29, 2016. The Company also incurred an additional $12,662 in share issue costs in connection with the financing.



Year Ended September 30, 2014



At the end of the fiscal year ended September 30, 2014, the Company had working capital of $94,538 compared to a working capital deficit of ($88,377) as of September 30, 2013. During the fiscal year ended September 30, 2014, Operating Activities used cash of ($491,613), including the net loss of ($4,118,039). Items not affecting cash included depreciation of $1,772, share-based payments of $167,091, impairment allowance related to the Companys mineral properties of $3,439,175, and deferred income tax expense of $35,000. Changes in non-cash working capital items include a decrease in receivables of $1,362; a decrease in prepaid expenses of $8,083; a decrease in accounts payable and accrued liabilities of ($16,907); and a decrease in amounts due to related parties of ($9,150).



Cash flows from Investing Activities used cash of ($296,149), with the entire amount expended on exploration and evaluation assets. Cash flows from Financing Activities provided cash of $966,219. Proceeds from issuance of common shares provided cash of $1,012,750, and share issue costs used cash of ($46,531). The effect of exchange rate changes on cash was $29,078.



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Cash totaled $228,579 as of September 30, 2014, compared to cash of $21,044 as of September 30, 2013, an increase of $207,535.



During the year the Company issued a total of 1,650,334 common shares in three private placements.



In the first placement, 483,667 common share units were issued at a price of $0.75 per unit for gross proceeds of $362,750. Each unit consisted of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $1.50 until December 16, 2016. $15,689 of share issue costs were incurred with this financing.



In the second placement, 266,667 common shares units were issued at a price of $0.75 per unit for gross proceeds of $200,000. Each unit consisted of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $1.50 until March 17, 2017. $11,521 in share issue costs were incurred with this financing.



In the third placement, 900,000 common share units were issued at a price of $0.50 per unit for gross proceeds of $450,000. Each unit consisted of one common share and one non-transferable purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $1.00 until September 11, 2017. The Company paid $9,600 cash as a finders fee and issued 26,800 finders warrants, each of which is exercisable into one common share at a price of $0.50 until September 11, 2015. $25,721 in costs were incurred with this financing.



Significant Accounting Policies



Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, management evaluates its estimates and assumptions. The estimates are based on historical experience, past results, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets, including mineral properties, and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates due to events or circumstances which may be beyond the control of the Company.



The financial statements have been prepared in accordance with International Accounting Standard (IFRS) issued by the International Accounting Standards Board (IASB) and Interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The Company adopted IFRS on October 1, 2011.



The Companys financial statements have been prepared on a historical cost basis except for marketable securities classified as available-for-sale, which are stated at fair value through other comprehensive income (loss).  In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.



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Basis of Presentation



All subsidiaries are entities that we control, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when the Company has existing rights that give it the ability to direct the activities that significantly affect the investees returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a companys share capital. All of the intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in full. For subsidiaries that the Company controls, but does not own 100% of, the net assets and net profit attributable to outside shareholders are presented as amounts attributable to non-controlling interests in the consolidated statements of financial position and consolidated statements of comprehensive loss.



Certain business activities are conducted through associates.



Interests in Joint Arrangements



A joint arrangement can take the form of a joint venture or joint operation. All joint arrangements involve a contractual arrangement that establishes joint control, which exists only when decisions about the activities that significantly affect the returns of the investee require unanimous consent of the parties sharing control. A joint operation is a joint arrangement in which the Company has rights to the assets and obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement in which the Company has rights to only the net assets of the arrangement.



Joint ventures are accounted for in accordance with the policy Investments in Associates and Joint Ventures. Joint operations are accounted for by recognizing the Companys share of the assets, liabilities, revenue, expenses and cash flows of the joint operation in the consolidated financial statements.



Investments in Associates and Joint Ventures



Investments over which the Company exercises significant influence and which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale. Investments in joint ventures as determined in accordance with the policy Interests in Joint Arrangements are also accounted for using the equity method.



The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Companys proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the associates or joint ventures net assets such as dividends.



The Companys proportionate share of the associates or joint ventures profit or loss and other comprehensive income or loss is based on its most recent financial statements. Adjustments are made to align any inconsistencies between the Companys accounting policies and the associates or joint ventures policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate or joint venture.



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If the Companys share of the associates or joint ventures losses equals or exceeds the investment in the associate or joint venture, recognition of further losses is discontinued. After the Companys interest is reduced to zero, additional losses will be provided for and a liability recognized only to the extent that the Company has incurred legal or constructive obligations to provide additional funding or make payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.



At each statement of financial position date, management considers whether there is objective evidence of impairment in associates and joint ventures. If there is such evidence, management determines if there is a need to record an impairment in relation to the associate or joint venture.



Foreign currencies



The functional and presentation currency of the Company is the Canadian dollar.



Transactions in currencies other than the functional currency are recorded at the rate of the exchange prevailing on dates of transactions.  At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.



The Company has determined that the functional currency of its subsidiaries in Peru is the Peruvian nuevo sole and the functional currency of its subsidiary in USA is the US dollar.  Exchange differences arising from the translation of the subsidiaries functional currencies into the Companys presentation currency are taken directly to the foreign exchange reserve.



Exploration and evaluation



The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims.  Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves.  The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.  An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.



The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.



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The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.



Upon transfer of Exploration and evaluation costs into Mine Development, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within Mine development.  After production starts, all assets included in Mine development are transferred to Producing Mines.



All capitalized exploration and evaluation expenditures are monitored for indications of impairment.  Where a potential impairment is indicated, assessments are performed for each area of interest.  To the extent that exploration expenditures are not expected to be recovered, they are charged to operations.  Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.



Equipment



Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.  Depreciation is calculated using the declining balance method at rates ranging from 30% to 55% per year.



The cost of an item of equipment consists of the purchase price, plus any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.



An item of equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive loss.



Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.  Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.



Decommissioning, restoration, and similar obligations



An obligation to incur restoration, rehabilitation and environmental costs arises when an environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest.  Such costs arising for the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying value of the asset, as soon as the obligation to incur such costs arises.  Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.  These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight line method.  The related liability is adjusted each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.  Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.



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As at September 30, 2016, the Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.



Financial instruments



Financial assets



The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:



Fair value through profit or loss - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss. The Companys cash has been classified as fair value through profit or loss.



Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment.  Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. The Companys receivables have been classified as loans and receivables.



Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method.  If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows.  Any changes to the carrying amount of the investment, including impairment losses, are recognized in the consolidated statement of comprehensive loss. No financial assets have been classified as held-to-maturity.



Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized in the consolidated statement of comprehensive loss.  The Companys marketable securities were classified as available-for-sale.



All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets.



Financial liabilities



The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:



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Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss.  No financial liabilities have been classified as fair value through profit or loss.



Other financial liabilities - This category includes amounts due to related parties and accounts payable and accrued liabilities, which are recognized at amortized cost.



Significant accounting judgments and estimates



The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  The consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.



Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:



Critical judgments



The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:



·

the determination that the Company will continue as a going concern for the next year;

·

the determination that there have been no events or changes in circumstances that indicate the carrying amount of exploration and evaluation asset may not be recoverable; and

·

the determination that the functional currency of the parent is the Canadian dollar, the functional currency of its subsidiaries in Peru is the Peruvian neuvo sole and the functional currency of its subsidiary in the USA is the US dollar.



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Impairment



At each financial position reporting date, the carrying amounts of the Companys assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  The recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arms length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statement of comprehensive loss for the period.  For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.



Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in the statement of comprehensive loss.



Share-based payment transactions



The Companys stock option plan allows the Companys employees and consultants to acquire shares of the Company through the exercise of granted stock options.  The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders equity.  An individual is classified as an employee when such individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.



The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.



Warrants with the right to acquire common shares in the Company are typically issued through the Companys equity financing activities.  Where finders warrants are issued on a stand-alone basis, their fair values are measured on their issuance date using the Black-Scholes option pricing model and are recorded as both an increase to reserves and as a share issue cost.



When warrants are exercised, the cash proceeds along with the amount previously recorded in equity reserves are recorded as share capital.



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Share capital



Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.



The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.



Common shares, which by agreement are designated as flow-through shares, are usually issued at a premium to non-flow-through common shares. On issue, share capital is increased only by the non-flow-through share equivalent value. Any premium is recorded as a flow-through share premium liability. Upon expenses being incurred, the Company derecognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income on settlement of flow-through share premium liability.



Loss per share



The Company presents basic and diluted loss per share (EPS) data for its common shares. Basic EPS is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company.



Income taxes



Income tax on the loss for the periods presented comprises current and deferred tax.  Income tax is recognized in the loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.



Income tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.



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Deferred tax assets or liabilities arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed.  Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.



Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.



Variation in Operating Results



The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.



Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.  The value of the Canadian Dollar in relationship to the US Dollar was $1.12 on September 30, 2016.



Research and Development



The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.



Trend Information



The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Companys operations or financial condition.



Off-Balance Sheet Arrangements



The Company has no Off-Balance Sheet Arrangements.



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Tabular Disclosure of Contractual Obligations



The Company currently has no contractual obligations. Until September 30, 3014, the company leased an office on a month-to-month basis from Almaden Minerals Ltd., a related party, under a verbal agreement. The cost was $4,100 per month, which included rent of $2,300; Office Expense of $320; Insurance of $440; and Office Assistance of $1,040. Subsequently the Company terminated the lease arrangement with Almaden. Beginning October 1, 2014 the Company leases an office on a month-to-month basis from Pacific Opportunity Capital, Ltd, a related party, at a cost of $1,000 per month through April 2015 and for $1,500 per month beginning in May 2015.



Item 6.  Directors, Senior Management and Employees



Table No. 4 lists as of December 31, 2016 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  John Wilson is a citizen and resident of the United States, while all the other Directors are residents and citizens of Canada. Each director was re-elected at the Annual General Meeting held on February 29, 2016 except for Geoffrey Chater, who was appointed in May 2016.



Table No. 4

Directors



|                    |                               |                              | 
|------------------- | ----------------------------- | ---------------------------- | 
|Name                | Age                           | Date First Elected/Appointed
|Marc G. Blythe (1)  | 46                            | July 23, 2007               
|Craig Lindsay (1)   | 51                            | November 3, 2008            
|Geoffrey Chater (1) | 54                            | May 2, 2016                 
|Mark T. Brown       | 48                            | February 28, 2014           
|Jason Weber         | 46                            | March 10, 2014              
|John Wilson         | 72                            | April 29, 2015              
|                    |                              
|                    | (1)Member of Audit Committee.



Members of the audit committee meet periodically to approve and discuss the annual financial statements and each quarterly report before filing and mailing. The committee operates under a written charter as included in the Company's Management Information Circular dated January 25, 2016. Details of the charter are contained in Item 6, Board Practices below.



Table No. 5 lists, as of December 31, 2016, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada.



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Table No. 5

Executive Officers



|            |                                                 |     |                    
|----------- | ----------------------------------------------- | --- | -------------------
|Name        | Position                                        | Age | Date of Appointment
|Jason Weber | President and CEO                               | 46  | April 29, 2015     
|Winnie Wong | Chief Financial Officer and
Corporate Secretary | 42  | April 29, 2015     



Jason S. Weber,P.Geo., has over 20 years of experience in the minerals exploration industry. He holds a Bachelor of Science (B.Sc.) degree in Geological Sciences from the University of British Columbia and is a registered Professional Geoscientist with the Association for Professional Engineers and Geoscientists of BC (APEGBC). He was President of Estrella from May 2014 until its acquisition by the Company in April 2015 and was named President and CEO of the Company upon completion of the acquisition. He served as President and CEO of Kiska Metals Corporation, a mineral exploration company traded on the TSX Venture Exchange, from 2009 until 2013. He was President and CEO of Rimfire Minerals Corporation, a junior project generator company, from 2007 to 2009 when Rimfire merged with Geoinformatics to create Kiska. He initially joined Rimfire in 1999 as Manager of Corporate Communications. Prior to Rimfire, Mr. Weber was engaged by Equity Engineeringas a project geologist working on projects in Canada and Central America, and has also worked on gold and copper projects in British Columbia and Australia. Mr. Weber is a past Chair of Mining For Miracles, the BC Mining industrys charity for BC Childrens Hospital. He is past Chair of Mineral Exploration Roundup, one of the worlds largest annual exploration conferences and was a Director of the Association for Mineral Exploration British Columbia (AMEBC). Mr. Weber spends approximately 95% of his time on the affairs of the Company.



Mark G. Blythe,P.Eng, MBA,received a Bachelor of Mining Engineering degree from the Western Australian School of Mines and an MBA from La Trobe University in Melbourne. Since 2009, he has been Vice-President, Strategic Development, of Rockhaven Resources Ltd. From 2006 to 2011, he was Vice President, Mining of Almaden Minerals. From 2004 to 2006, he was a Corporate Senior Mining Engineer for Placer Dome, where he completed internal and external mine evaluations, including advising on potential acquisitions and implementation of mining technology. Prior to joining Placer Dome, he held senior mining and planning positions for several companies in Australia, including Auriongold, which was acquired by Placer Dome, and WMC Resources, and holds a Western Australian First Class Mine Manager's Certificate of Competency.  He is currently a Director of Arcus Development Group Inc., a mineral exploration company traded on the TSX Venture Exchange, and a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange. Mr. Blythe was appointed CEO, President and a Director of the Company in July 2007 and served as CEO and President until the completion of the acquisition of Estrella in April 2015. He devotes approximately 10% of his time to the Company.



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Mark T. Brown has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Accountants of British Columbia. He has been a Chartered Accountant since 1993 and serves as President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions, from 1997 to the present. From 1990 to 1994, he worked with PricewaterhouseCoopers before becoming controller of Miramar Mining Corporation. In 1996, he became controller of Eldorado Gold Corporation where his duties included debt and equity financings, international acquisitions, corporate reporting and system implementation. He is one of the founders of Rare Element Resources Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges. He also is a former and current officer and director of other public companies. His current officer and directorships include: a Director of Almaden Minerals Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges; a Director of Almadex Minerals, a mineral exploration company traded on the TSX Venture Exchange; a Director of Avrupa Minerals Ltd., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer, Chief Executive Officer, President and a Director of Big Sky Petroleum, an oil and gas exploration company traded on the TSX Venture Exchange; Chief Financial Officer, Corporate Secretary and a Director of Galileo Exploration, an oil and gas company traded on the TSX Venture Exchange; CEO and a Director of Paget Minerals, a mineral exploration company traded on the TSX Venture Exchange; a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange; and a Director and Chairman of Sutter Gold Mining Inc., a mineral exploration company traded on the TSX Venture Exchange. Mr. Brown devotes approximately 25% of his time to Company affairs.



Craig Lindsay,CFA, has over 20 of experience in corporate finance, investment banking and business development in North America and Asia. He obtained a Bachelor of Commerce degree from University of British Columbia and a Masters of Business Administration from Dalhousie University. He is the past President of the Hong Kong Canada Business Association - Vancouver Section and the past Chairman of the Family Services of Greater Vancouver. He currently serves as Managing Director of Arbutus Grove Capital Corp., a private company offering corporate finance and merchant banking services, President, CEO and a Director of Otis Gold, a mineral exploration company traded on the TSX Venture Exchange, CEO and a Director of Philippine Metals Inc., a mineral exploration company traded on the TSX Venture Exchange. He formerly served as founder and president of Magnum Uranium Corp. until its merger with Energy Fuels Inc. in 2009, and was a Vice President in the Corporate Finance and Investment Banking Group at PricewaterhouseCoopers LLP. Mr. Lindsay spends approximately 5% of his time on the affairs of the Company.



Geoffrey Chater has over 29 years of experience in the mineral and mining industries in North America, South America, Europe and Africa. He obtained a BSc in Geology from Texas Christian University, and has spent the majority of his career as a liaison between public companies and the financial industry, in particular with analysts and institutional investors. Since 1998, he is the principal of Namron Advisors, a capital markets consultancy that provides advice related to corporate strategy, transaction-related business development and capital markets relationship development, financing, and communications. He is currently a director of Nevsun Resources Ltd., a mining company traded on the TSX and NYSE MKT. Mr. Chater spends approximately 5% of his time on the affairs of the Company.



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| |        | 
| |        | 



John R. Wilson has over thirty-five years of experience in all aspects of base and precious metals exploration, discovery, reserve definition and mine development.  During his career, he has been involved in significant discoveries in Brazil, Nevada and Peru.  He has also done detailed evaluations of numerous deposits and prospect types in varying geological terrains throughout the western U.S., Russia, Chile, Peru, Brazil, Mexico, Central America and Asia.  He has worked for Codelco Corporation, Fortress Minerals Company, Cyprus Minerals Company, Amoco Minerals Company, AMAX Mining Corporation and Essex International, and his levels of responsibility have ranged from initial prospect evaluation, design and management of regional exploration programs in various worldwide locations, deposit/resource modeling and development programs.  Mr. Wilson has a strong field orientation, excellent managerial skills and a proven record of discovery.  His successful track record includes: the initial field and resource evaluation of the Kubaka gold deposit in the Magadan region of the Russian Far East which Cyprus subsequently acquired and developed; the design, management and participation in the exploration program that led to the discovery of the Cerro Negro oxide copper deposit in the Cerro Verde district of southern Peru; the design and management of Cyprus' first reserve/engineering drilling program at the El Abra porphyry copper deposit in northern Chile; the design and supervision of the exploration drilling program that resulted in the reserve delineation in south-central Nevada; and participation in the Codelco exploration program in the Carajas region of Brazil which resulted in the discovery of the Boa Esperanza IOCG deposit.  Mr. Wilson is credited as the co-discoverer of the Boa Esperanza.  From 2005 to 2007, he was a full-time consultant for Codelco in Mexico and was named VP Exploration for the Company in August 2007. He served as President and CEO of Animas Resources from August 2011 until its acquisition in April 2014 and as a Director of Estrella from May 2013 until its acquisition by the Company in April 2015. Mr. Wilson spends approximately 5% of his time on the affairs of the Company.



Winnie Wong received a Bachelor of Commerce Degree (Honours) from Queens University in 1996 and is a member of the Institute of Chartered Accountants of British Columbia.  Since July 1, 2001, she has been Vice President of Pacific Opportunity Capital Ltd.  Her role is to manage the financial administration team and to assist Pacific Opportunity Capital Ltd.s management group on corporate finance projects.  From July 1 to December 31, 2000, Ms. Wong was the controller of Pivotal Corporation, a company providing software, services and support to a variety of businesses.  Between 1996 and 1999, Ms. Wong worked with Deloitte & Touche, Chartered Accountants.  Ms. Wong acts as the CFO and/or Corporate Secretary for other publicly listed companies including Avrupa Minerals (since July 2010), Big Sky Petroleum (since April 2014), Paget Minerals (since November 2015) and Strategem Capital Corporation (since May 2005). Ms. Wong spends approximately 30% of her time on the affairs of the Company.



No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he or she is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he or she is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he or she was selected as a Director or Executive Officer. No members of the Board of Directors are related.



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COMPENSATION



The Company has no arrangements pursuant to which directors receive cash compensation from the Company for their services in their capacity as directors, or for committee participation.  A Director may serve in another capacity with the Company, including as an Officer or Consultant, and receive cash compensation independent of their service as a Director. Directors are included in the Companys Stock Option Plan and may be granted options under the Plan. There are no directors service contracts providing for benefits upon termination of employment.



To assist the Company in compensating, attracting, retaining and motivating personnel, the Company grants incentive stock options under a formal Stock Option Plan which was first approved by shareholders at the Annual General and Special Meeting of shareholders held on December 21, 2005, and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter. The current Stock Option Plan was approved by shareholders at the most recent meeting held on February 29, 2016.



Table No. 6 sets forth the compensation paid to the Companys executive officers and members of its administrative body during the last three fiscal years.



Table No. 6

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted



|                                                                   |                |                       |                        |                           |                           
|------------------------------------------------------------------ | -------------- | --------------------- | ---------------------- | ------------------------- | --------------------------
|Name                                                               | Fiscal
Year    | Salary                | Options
Granted        | Value of
Options Granted  | Other
Compensation        
|Jason Weber,
President, CEO and Director (1)                       | 2016
2015
2014 | $  120,000
50,000
N/A | 200,000
150,000
20,000 | $  23,560
33,495
15,689   | $          Nil
Nil
Nil    
|                                                                   |                |                       |                        |                           |                           
|Winnie Wong,
Chief Financial Officer (2)                           | 2016
2015      | N/A
N/A               | 150,000
150,000        | $  17,670
33,495          | Nil
Nil                   
|                                                                   |                |                       |                        |                           |                           
|Marc G. Blythe
Director and former President
and CEO               | 2016
2015
2014 | Nil
127,500
175,000   | 100,000
150,000
45,000 | $  11,780
33,495
35,301   | Nil
Nil
Nil               
|                                                                   |                |                       |                        |                           |                           
|Mark T. Brown,
Director and former CFO and
Corporate Secretary (3) | 2016
2015
2014 | N/A
N/A
N/A           | 150,000
150,000
45,000 | $  17,670
33,495
35,301   | $  189,375
229,200
155,857
|                                                                   |                |                       |                        |                           |                           
|Geoffrey Chater,
Director                                          | 2016           | N/A                   | 200,000                | $  26,380                 | Nil                       
|                                                                   |                |                       |                        |                           |                           
|Craig Lindsay,
Director                                            | 2016
2015
2014 | N/A
N/A
N/A           | 100,000
100,000
20,000 | $  11,780
22,330
15,689   | Nil
Nil
Nil               
|                                                                   |                |                       |                        |                           |                           
|John Wilson,
Director                                              | 2016
2015      | N/A
N/A               | 100,000
100,000        | $  11,780
22,330          | Nil
Nil                   
|                                                                   |                |                       |                        |                           |                           
|Adrian Fleming,
Former Director (4)                                | 2016
2015
2014 | N/A
N/A
N/A           | Nil
100,000
20,000     | $       Nil
22,330
15,689 | Nil
Nil
Nil               



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| |        | 



|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)
(2)
(3)



(4) |  | Jason Weber was named President and CEO upon the completion of the acquisition of Estrella Gold on April 29, 2015.
Winnie Wong was named CFO upon the completion of the acquisition of Estrella Gold on April 29, 2015.
"Other Compensation" for Mark T. Brown is for management and accounting fees and share issue costs paid to Pacific Opportunity Capital, a private consulting firm for which Mr. Brown is President and a director and Ms. Winnie Wong is Vice President. He resigned as Chief Financial Officer and Corporate Secretary upon the completion of the acquisition of Estrella Gold on April 29, 2015 while Ms. Wong was appointed as the CFO and Corporate Secretary on April 29, 2015.
Adrian Fleming resigned as a director on August 23, 2016.



No funds were set aside or accrued by the Company during fiscal 2016 to provide pension, retirement or similar benefits for Directors or Executive Officers.



Board Practices



The Board of Directors mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Companys corporate governance practices are the responsibility of the Board.



Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying out the Company's business in the ordinary course, evaluating business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes. The Board reviews and sets executive compensation and recommends incentive stock options.



The Board facilitates its exercise of independent supervision over management by ensuring that a majority of its members are independent of the Company. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment.



Currently, all members of the Audit Committee are considered to be independent.



The Board considers its size each year when it considers the number of directors to recommend to the shareholders for elections at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed. When new directors are appointed, they receive orientation on the Company's business, current projects and the industry. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.



The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.



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| |        | 



Audit Committee

The Company's Audit Committee operates under a written charter which is reviewed by the Board of Directors on an annual basis. A copy of the current Audit Committee Charter was included in the Companys Management Information Circular dated January 25, 2016.



The Audit Committees primary functions are to assist the Board of Directors (the "Board") in fulfilling its financial oversight responsibilities with respect to financial reporting and disclosure requirements; ensure that an effective risk management and financial control framework has been implemented by management of the Company; and be responsible for external and internal audit processes.



Composition

The Audit Committee shall be composed of a minimum of three members of the Board of Directors, a majority of whom are independent. All members of the Audit Committee shall be financially literate. Financial literacy is the ability to read and understand a balance sheet, income statement and cash flow statement that present a breadth and level of complexity comparable to the Corporations financial statements.



Members shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience. The Chairperson shall be appointed by the Board of Directors for a one-year term, and may serve any number of consecutive terms.



Responsibilities

The Audit Committee will review and report to the board of directors of the Company the financial statements and MD&A (management discussion and analysis); the auditors report, if any; and review the Companys annual and interim earnings press releases before the Company publicly discloses the information.  The Committee will also ensure that adequate procedures are in place for the review of the Companys public disclosure of financial information and periodically assess the adequacy of the procedures.



The Committee will recommend to the Board of Directors the external auditor and the compensation of the external auditor and pre-approve all non-audit services to be provided to the Company by the auditor. It will oversee the work of the external auditor, including the resolution of any disagreements between management and the auditor regarding financial reporting. The Committee will monitor, evaluate and report to the Board of Directors on the integrity of the financial reporting process and the system of internal controls that management and the Board have established.



Procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters will be established by the Committee, including the confidential and anonymous submission by employees.



The Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors. The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.



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Reporting Obligations

The Committee will report to the Board of Directors on the proceedings of each Committee meeting and on the Committees recommendations at the next regularly scheduled Directors meeting. The Committee met once in fiscal 2016.



The current Audit Committee members are Marc G. Blythe, Craig Lindsay, and Geoffrey Chater. All the members are considered to be independent.



Staffing



The Company currently has one employee and 2 executive officers. Administrative functions are performed under an agreement with Pacific Opportunity Capital. Mineral Exploration, including geological services and field work, are performed by management and contactors on an as needed basis.



Share Ownership



The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.



Table No. 7 lists, as of December 31, 2016, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.



Table No. 7

Shareholdings of Directors and Executive Officers



|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                  |  | 
|-------------- | ------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- |  | 
|Title
of
Class | Name of Beneficial Owner | Amount and Nature
of Beneficial
Ownership                                                                                                                                                                                                                                                                                                                                    | Percent
of
Class
|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                 
|Common         | Marc G. Blythe (1)       | 474,316                                                                                                                                                                                                                                                                                                                                                                      | 1.66%           
|Common         | Mark T. Brown (2)        | 7,071,300                                                                                                                                                                                                                                                                                                                                                                    | 23.85%          
|Common         | Geoffrey Chater (3)      | 200,000                                                                                                                                                                                                                                                                                                                                                                      | 0.71%           
|Common         | Craig Lindsay (4)        | 420,000                                                                                                                                                                                                                                                                                                                                                                      | 1.48%           
|Common         | Jason Weber (5)          | 451,000                                                                                                                                                                                                                                                                                                                                                                      | 1.58%           
|Common         | John Wilson (6)          | 200,000                                                                                                                                                                                                                                                                                                                                                                      | 0.71%           
|Common         | Winnie Wong (7)          | 300,900                                                                                                                                                                                                                                                                                                                                                                      | 1.06%           
|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                 
|               | Total Directors/Officers | 9,117,516                                                                                                                                                                                                                                                                                                                                                                    | 29.16%          
|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                 
|               | (1)                      | Of these shares, 250,000 represent share purchase options and 38,333 represent stock purchase warrants                                                                                                                                                                                                                                                                      
|               | (2)                      | Of these shares, 4,060,300 are common shares and 1,048,000 are stock purchase warrants owned by Pacific Opportunity Capital, a private company controlled by Mark T. Brown; 3,000 are common shares owned by Spartacus Management, a private company controlled by Mark T. Brown; and 30,000 represent stock purchase warrants and 300,000 represent share purchase options.
|               | (3)                      | Of these shares, 200,000 represent share purchase options.                                                                                                                                                                                                                                                                                                                  
|               | (4)                      | Of these shares, 195,000 are common shares and 25,000 are stock purchase warrants held in the name of Arbutus Grove Capital, a private company owned by Craig Lindsay. 200,000 are share purchase options.                                                                                                                                                                  
|               | (5)                      | Of these shares, 350,000 represent share purchase options and 50,000 represent stock purchase warrants.                                                                                                                                                                                                                                                                     
|               | (6)                      | Of these shares, 200,000 represent share purchase options.                                                                                                                                                                                                                                                                                                                  
|               | (7)                      | Of these shares, 300,000 represent share purchase options.                                                                                                                                                                                                                                                                                                                  



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| |        | 
| |        | 



Based upon 28,279,078 shares outstanding as of December 31, 2016, share purchase warrants and stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 10a, Warrantholdings of Officers/Directors/5% Holders and Table No. 11, Stock Options Outstanding below.



Item 7.  Major Shareholders and Related Party Transactions



The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.  The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Investor Services, 510 Burrard Street, 2nd Floor Vancouver, British Columbia V6C 3B9.



On December 31, 2016 the shareholders' list for the Company's common shares showed 28,279,078 common shares issued and outstanding. There are 22 registered holders, including depositories, holding 26,759,824 common shares in Canada. 7 registered holders, including depositories, hold 1,519,254 common shares in the United States. There are no registered holders in other countries.



The Company is aware of one person/company who beneficially own 5% or more of the Registrant's voting securities. Table No. 8 lists as of December 31, 2016, persons and/or companies holding 5% or more beneficial interest in the Companys outstanding common stock.



Table No. 8

5% or Greater Shareholders



|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                  |  | 
|-------------- | ------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- |  | 
|Title
of
Class | Name of Beneficial Owner | Amount and Nature
of Beneficial
Ownership                                                                                                                                                                                                                                                                                                                                    | Percent
of
Class
|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                 
|Common         | Mark T. Brown (1)        | 7,071,300                                                                                                                                                                                                                                                                                                                                                                    | 23.85%          
|               |                          |                                                                                                                                                                                                                                                                                                                                                                              |                 
|               | (1)                      | Of these shares, 4,060,300 are common shares and 1,048,000 are stock purchase warrants owned by Pacific Opportunity Capital, a private company controlled by Mark T. Brown; 3,000 are common shares owned by Spartacus Management, a private company controlled by Mark T. Brown; and 30,000 represent stock purchase warrants and 300,000 represent share purchase options.



Based upon 28,279,078 shares outstanding as of December 31, 2016, share purchase warrants and stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 10a, Warrantholdings of Officers/Directors/5% Holders and Table No. 11, Stock Options Outstanding below.



No shareholders of the Company have different voting rights from any other shareholder.



RELATED PARTY TRANSACTIONS



During Fiscal 2016 ended September 30, 2016, the Company paid Pacific Opportunity Capital, a private company controlled by Mark T. Brown, a director of the Company, $189,375 (fiscal 2015 - $229,200; 2014 - $155,857) for management, accounting, and shareholder communication services.



During the year ended September 30, 2016, the Company paid $Nil (fiscal 2015 - $Nil; 2014 - $49,200) to Almaden Minerals Ltd. for rent, insurance, office facilities and office expenses. The Company and Almaden have a director in common as Mark T. Brown serves on the Board of both companies.



| |        | 
| | ------ | 
| | - 91 - | 
| |        | 
| |        | 



During the year ended September 30, 2016, the Company sold its interest in three mineral properties in Mexico to Almadex Minerals Limited. The Company received a 1% NSR on the properties which is capped at $1,000,000. The Company and Almadex have a director in common as Mark T. Brown serves on the Board of both companies.



Item 8.  Financial Information



The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report. The auditors report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements and schedules.



Current Legal Proceedings



The Company knows of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation. The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



Dividends



The Company has not declared any dividends on its common shares since inceptions and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.



Item 9.  Offer and Listing of Securities



As of September 30, 2016, the end of the Company's most recent fiscal year, the authorized capital of the Company consisted of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  There were 28,279,078 Common Shares and no Preferred Shares issued and outstanding as of September 30, 2016 and December 31, 2016.



NATURE OF TRADING MARKET



The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol ANZ. The Company commenced trading under the name Tarsis Capital Corp. on March 1, 2006 and traded under the symbol TCC until the completion of the acquisition of Estrella effective April 29, 2015. The current CUSIP number is 016095101. The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.



Table No. 9 lists the volume of trading and high, low and closing sale prices on the TSX Venture Exchange for the Company's common shares for:



·

each of the last six months ending December 31, 2016;



·

each of the last twelve fiscal quarters ending the three months ended December 31, 2016; and



·

each of the last five fiscal periods ending September 30, 2016.



| |        | 
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| | - 92 - | 
| |        | 
| |        | 



All per share prices have been adjusted to reflect the 1 for 10 common share consolidation effective April 29, 2015.



Table No. 9

TSX Venture Exchange

Common Shares Trading Activity



|                                      |                  |        |       
|------------------------------------- | ---------------- | ------ | ------
|                                      | - Sales-        
|                                      | Canadian Dollars
|Period                                | High             | Low    | Close 
|                                      |                  |        |       
|December 2016                         | $ 0.14           | $ 0.10 | $ 0.11
|November 2016                         | 0.14             | 0.10   | 0.10  
|October 2016                          | 0.14             | 0.11   | 0.12  
|September 2016                        | 0.14             | 0.12   | 0.14  
|August 2016                           | 0.17             | 0.12   | 0.12  
|July 2016                             | 0.19             | 0.13   | 0.15  
|                                      |                  |        |       
|Three Months Ended December 31, 2016  | $ 0.14           | $ 0.10 | $ 0.11
|Three Months Ended September 30, 2016 | 0.19             | 0.12   | 0.14  
|Three Months Ended June 30, 2015      | 0.21             | 0.13   | 0.19  
|Three Months Ended March 31, 2016     | 0.14             | 0.12   | 0.13  
|                                      |                  |        |       
|Three Months Ended December 31, 2015  | $ 0.18           | $ 0.10 | $ 0.13
|Three Months Ended September 30, 2015 | 0.22             | 0.03   | 0.16  
|Three Months Ended June 30, 2015      | 0.40             | 0.18   | 0.20  
|Three Months Ended March 31, 2015     | 0.50             | 0.20   | 0.30  
|                                      |                  |        |       
|Three Months Ended December 31, 2014  | $ 0.70           | $ 0.30 | $ 0.40
|Three Months Ended September 30, 2014 | 0.80             | 0.40   | 0.50  
|Three Months Ended June 30, 2014      | 1.00             | 0.60   | 0.70  
|Three Months Ended March 31, 2014     | 1.01             | 0.70   | 0.80  



|                                     |        |        |       
|------------------------------------ | ------ | ------ | ------
|Fiscal Year Ended September 30, 2016 | $ 0.21 | $ 0.10 | $ 0.11
|Fiscal Year Ended September 30, 2015 | 0.70   | 0.03   | 0.16  
|Fiscal Year Ended September 30, 2014 | 1.20   | 0.40   | 0.50  
|Fiscal Year Ended September 30, 2013 | 1.60   | 0.50   | 0.90  
|Fiscal Year Ended September 30, 2012 | 3.80   | 1.10   | 1.30  



Table No. 10 lists, as of December 31, 2016, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants. The number of warrants and the exercise price per share have been adjusted to reflect the 1 for 10 common share consolidation dated April 29, 2015.



| |        | 
| | ------ | 
| | - 93 - | 
| |        | 
| |        | 



Table No. 10

Share Purchase Warrants Outstanding



|                                              |                                                                                                                                                                                                                                                                                                                                                    |                    | 
|--------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | 
|Number of Share Purchase Warrants
Outstanding | Exercise Price/share                                                                                                                                                                                                                                                                                                                               | Expiration Date   
|                                              |                                                                                                                                                                                                                                                                                                                                                    |                   
|266,667                                       | $  1.50                                                                                                                                                                                                                                                                                                                                            | March 17, 2017    
|1,200,000                                     | 1.00                                                                                                                                                                                                                                                                                                                                               | May 15, 2017      
|900,000                                       | 1.00                                                                                                                                                                                                                                                                                                                                               | September 11, 2017
|687,000                                       | 0.40 *                                                                                                                                                                                                                                                                                                                                             | October 3, 2017   
|755,000                                       | 0.40 **                                                                                                                                                                                                                                                                                                                                            | October 9, 2017   
|300,000                                       | 1.00                                                                                                                                                                                                                                                                                                                                               | December 24, 2017 
|3,000,000                                     | 0.40                                                                                                                                                                                                                                                                                                                                               | April 29, 2018    
|1,200,000                                     | 0.20                                                                                                                                                                                                                                                                                                                                               | September 28, 2019
|7,000,000                                     | 0.15                                                                                                                                                                                                                                                                                                                                               | March 8, 2020     
|3,100,000                                     | 0.15                                                                                                                                                                                                                                                                                                                                               | April 7, 2020     
|Total       18,409,167                        |                                                                                                                                                                                                                                                                                                                                                    |                   
|                                              |                                                                                                                                                                                                                                                                                                                                                   
|*                                             | The Company reduced the exercise price of 687,000 share purchase warrants with an original exercise price of $2.50 to $0.40 and extended the expiry date to October 3, 2017. The warrants are subject to an accelerated term and will expire within 30 days if the closing price of the Companys common stock exceeds $0.50 for ten trading days.
|**                                            | The Company reduced the exercise price of 755,500 share purchase warrants with an original exercise price of $2.50 to $0.40 and extended the expiry date to October 9, 2017. The warrants are subject to an accelerated term and will expire within 30 days if the closing price of the Companys common stock exceeds $0.50 for ten trading days.



Certain of the Share Purchase Warrants currently outstanding are held by Officers/Directors/5% or Greater Holders. Table No. 10b lists, as of December 31, 2016, share purchase warrants held by Officers, Directors, and 5% Holders.



| |        | 
| | ------ | 
| | - 94 - | 
| |        | 
| |        | 



Table No. 10a

Warrantholdings of Officers/Directors/5% Holders



|                               |                                                                                                                          |                                            |                                                                                                                                    |  | 
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------- |  | 
|Name                           | Number of
Warrants                                                                                                       | CDN$
Exercise
Price                        | Expiration
Date                                                                                                                   
|                               |                                                                                                                          |                                            |                                                                                                                                   
|Jason Weber,
President and CEO | 30,000
20,000                                                                                                            | $ 1.00
1.00                                | May 15, 2017
December 24, 2017                                                                                                    
|                               |                                                                                                                          |                                            |                                                                                                                                   
|Marc Blythe
Director           | 15,000
23,333                                                                                                            | 0.40
1.50                                  | October 3, 2017
March 17, 2017                                                                                                    
|                               |                                                                                                                          |                                            |                                                                                                                                   
|Mark T. Brown,
Director (1)    | 15,000
48,000
241,000
187,000
15,000
200,000
172,000
200,000                                                             | $  0.40
1.50
1.00
1.00
0.40
1.00
0.40
0.20 | October 3, 2017
March 17, 2017
May 15, 2017
September 11, 2017
October 9, 2017
December 24, 2017
April 29, 2018
September 28, 2019
|                               |                                                                                                                          |                                            |                                                                                                                                   
|Craig Lindsay,
Director        | 15,000
10,000                                                                                                            | 1.50
0.40                                  | March 17, 2017
October 3, 2017                                                                                                    
|                               |                                                                                                                          |                                            |                                                                                                                                   
|                               | (1)
Of these warrants, 1,048,000 are held by Pacific Opportunity Capital, a private company controlled by Mark T. Brown.



Table No. 10b lists, as of December 31, 2016, finders warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.



Table No. 10b

Finders Share Purchase Warrants Outstanding



|                                        |                      |                  
|--------------------------------------- | -------------------- | -----------------
|Number of Finders Warrants
Outstanding | Exercise Price/share | Expiration Date  
|                                        |                      |                  
|223,750                                 | $ 0.10               | September 8, 2017
|155,000                                 | 0.10                 | October 7, 2017  
|20,000                                  | 0.125                | March 28, 2018   



American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable



The TSX Venture Exchange



The Company's common stock is currently listed and trading on the TSX Venture Exchange (TSX-V).



| |        | 
| | ------ | 
| | - 95 - | 
| |        | 
| |        | 



The TSX-V was created through the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.



The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canadas senior market and the Montreal Exchange which is Canadas market for derivatives products.



The TSX-V is a self-regulating organization owned and operated by the TMX Group.  It is governed by representatives of its member firms and the public.



The TMX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.



Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Investment Industry Regulatory Organization of Canada ("IIROC"). IIROC is a not-for-profit, independent Canadian self-regulatory organization that, among other things, oversees trading in exchanges and marketplaces.



IIROC administers, oversees and enforces the Universal Market Integrity Rules (UMIR). To ensure compliance with UMIR, IIROC monitors real-time trading operations and market-related activities of marketplaces and participants, and also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.



Investors in Canada are protected by the Canadian Investor Protection Fund (CIPF). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the IIROC.



Item 10.  Additional Information



Share Capital



The Company has financed its operations through the issuance of common shares through private placements, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Companys share capital during the last 3 fiscal years are as follows (all share and price per share amounts have been adjusted to reflect the 1 for 10 share consolidation effective April 29, 2015):



| |        | 
| | ------ | 
| | - 96 - | 
| |        | 
| |        | 



During Fiscal 2016 the Company issued 14,500,000 common shares:



·

7,000,000 common share units were issued in a private placement at a price of $0.10 per unit for gross proceeds of $700,000. Each unit consisted of one common share and one common share purchase warrant which is exercisable at a price of $0.15 until March 8, 2020. In connection with the placement, a cash finders fee of $22,375 was paid and 223,750 finders warrants were issued, with each finders warrant exercisable into one unit at a price of $0.10 until September 8, 2017.

·

3,100,000 common shares units were issued in a private placement at a price of $0.10 per unit for gross proceeds of $310,000. Each unit consisted of one common share and one common share purchase warrant which is exercisable at a price of $0.15 until April 7, 2020. In connection with the placement, 155,000 finders warrants were issued, with each finders warrant exercisable into one unit at a price of $0.10 until October 7, 2017.

·

2,400,000 common share units were issued in a private placement at a price of $0.125 per unit for gross proceeds of $300,000. Each unit consisted of one common share and one-half of a common share purchase warrant, with each full warrant exercisable at a price of $0.20 until September 28, 2019. In connection with the placement, a cash finders fee of $2,500 was paid and 20,000 finders warrants were issued, with each finders warrant exercisable into one unit at a price of $0.125 until March 28, 2018.

·

2,000,000 common shares were issued to settle $300,000 of debt owed to the Companys largest shareholder, Pacific Opportunity Capital Ltd. at a deemed price of $0.15 per share. Pacific Opportunity has set aside 500,000 of those shares as a Bonus Pool to be granted to management based on the successful completion of certain milestones relating to the Companys business.



During Fiscal 2015 the Company issued 7,815,032 common shares:



·

150,000 common shares were issued to Sandstorm Gold Ltd. at a price of $0.40 per share for total consideration of $60,000 pursuant to the acquisition of 8 mineral exploration properties in Nevada.

·

4,665,032 common shares were issued pursuant to the acquisition of all the common shares of Estrella Gold at a fair value of $1,166,258.

·

3,000,000 common share units were issued in a non-brokered private placement were issued at a price of $0.25 per unit for gross proceeds of $750,000. Each unit consisted of one common share and one non-transferable warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.40 until April 29, 2018. The Company paid $1,500 finders fee in cash and also issued 6,000 finders warrants, with each finders warrant exercisable into one common share at a price of $0.25 until April 29, 2016.





| |        | 
| | ------ | 
| | - 97 - | 
| |        | 
| |        | 



During Fiscal 2014 the Company issued 1,650,334 common shares:



·

266,667 common shares were issued pursuant to a private placement of units at a price of $0.75 per unit. Each unit consisted of one common share and one non-transferable common share purchase warrant, with each warrant exercisable into one additional common share at a price of $1.50 until March 17, 2017.

·

483,667 common shares were issued pursuant to a private placement of units at a price of $0.75 per unit. Each unit consisted of one common share and one non-transferable common share purchase warrant, with each warrant exercisable into one additional common share at a price of $1.50 until December 16, 2016.

·

900,000 common shares were issued pursuant to a private placement of units at a price of $0.50 per unit. Each unit consisted of one common shares and one non-transferable common share purchase warrant, with each warrant exercisable into one additional common share at a price of $1.00 until September 11, 2017.



Shares Issued for Assets Other Than Cash



During Fiscal 2016, 2,000,000 common shares were issued to settle $300,000 of debt owed to the Companys largest shareholder, Pacific Opportunity Capital Ltd. at a deemed price of $0.15 per share.



During Fiscal 2015, 4,665,032 common shares with a fair value of $1,166,258 were issued pursuant to the acquisition of all the common shares of Estrella Gold. 150,000 common shares were issued to Sandstorm at a price of $0.40 per share for total consideration of $60,000 to pay for eight exploration and evaluation asset properties in Nevada.



During Fiscal 2013, 400,000 common shares were issued to Almaden Minerals Ltd. at a price of $0.55 per share in consideration of the property acquisition of 7 mineral exploration projects from Almaden.



During Fiscal 2009, the Company issued 1,000 common shares at a price of $2.35 per share to Strategic Metals Ltd. as consideration for a 100% in two mineral properties in the Yukon.



During Fiscal 2008, the Company issued 10,000 common shares at a price of $4.00 share to Almaden Minerals Ltd. as consideration for a 100% interest in the Prospector Mountain property. An additional 50,000 common shares were issued to Almaden as per the fiscal 2007 acquisition agreement as the Company optioned one of the properties acquired from Almaden to a third-party.



During Fiscal 2007, the Company issued 350,000 common shares at a price of $4.00 share to Almaden as consideration for the acquisition of a 100% (subject to a 2% NSR) in 7 properties from Almaden.



Shares Held By Company



-No Disclosure Necessary-



| |        | 
| | ------ | 
| | - 98 - | 
| |        | 
| |        | 



Stock Options



Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.



The Company has a Rolling Stock Option Plan (the "Plan") which is required to be approved by shareholders annually. The Plan was first approved at the Annual General and Special Meeting of Shareholders held on December 31, 2005 and re-approved at each of the Annual and Special meetings held thereafter. There have been no changes to the Stock Option Plan since it was adopted by the Directors and approved in 2005. The Plan was re-approved at the Company's most recent Annual General Meeting held on February 29, 2016.



Under the Plan, stock options may be issued to qualified Officers, Directors, Employees and Consultants. The number of common shares reserved for issuance under the Plan is 10% of the currently issued common shares of the Company. The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company. Upon expiry of an option, or in the even an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Plan. If the option holder ceases to be a director of the Company or ceases to be employed by the Company, other than by reason of death, or ceases to be a consultant of the Company as the case may be, then the option granted shall expire no later than the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Plan.



The exercise price of the option under the Plan may not be less than the closing price of the common shares on the TSX Venture Exchange on the day immediately preceding the date of grant, less the applicable discount allowed by the policies on the TSX Venture Exchange. An option granted under the Plan must be exercised within a period of five years from granting. Within this five year period, the Company's Board of Directors may determine the limitation period during which an option may be exercised and whether a particular grant will have a minimum vesting period. Any agreement to decrease the option price of options previously granted to insiders will require the approval of "disinterested shareholders", which is defined as approval by a majority of the votes cast at the Meeting other than votes attaching to shares of the Company beneficially owned by insiders of the Company to whom options may be granted under the Plan, and associates of such persons.



A complete copy of the Companys Stock Option Plan as approved by shareholders was included as an exhibit to the Companys Form 20-F Registration Statement.



The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 11 as of December 31, 2016, as well as the number of options granted to Directors and all employees as a group.



| |        | 
| | ------ | 
| | - 99 - | 
| |        | 
| |        | 



Table No. 11

Stock Options Outstanding



|                                                    |                              |                                    |                     |                                                                
|--------------------------------------------------- | ---------------------------- | ---------------------------------- | ------------------- | ---------------------------------------------------------------
|Name                                                | Number of
Options            | Number of
Options
Currently
Vested | CDN$
Exercise
Price | Expiration
Date                                                
|                                                    |                              |                                    |                     |                                                                
|Jason Weber,
President and CEO                      | 150,000
200,000              | 150,000
200,000                    | $  0.25
0.15        | April 29, 2020
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|Winnie Wong,
Chief Financial Officer                | 150,000
150,000              | 150,000
150,000                    | 0.25
0.15           | April 29, 2020
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|Marc Blythe
Director                                | 150,000
100,000              | 150,000
100,000                    | 0.25
0.15           | April 29, 2020
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|Mark T. Brown,
Director                             | 150,000
150,000              | 150,000
150,000                    | 0.25
0.15           | April 29, 2020
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|Geoffrey Chater,
Director                           | 100,000
100,000              | 100,000
100,000                    | 0.25
0.15           | April 29, 2021
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|Craig Lindsay,
Director                             | 100,000
100,000              | 100,000
100,000                    | 0.25
0.15           | April 29, 2020
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|John Wilson,
Director                               | 100,000
100,000              | 100,000
100,000                    | 0.25
0.15           | April 29, 2020
September 30, 2021                              
|                                                    |                              |                                    |                     |                                                                
|Employees/Consultants/
Former Directors             | 4,500
22,500
464,500
370,000 | 4,500
22,500
464,500
370,000       | 0.25
0.25
0.25
0.15 | May 7, 2017
February 25, 2019
April 29, 2020
September 30, 2021
|                                                    |                              |                                    |                     |                                                                
|Total Officers and Directors                        | 1,800,000                    | 1,800,000                          |                     |                                                                
|                                                    |                              |                                    |                     |                                                                
|Total Employees/
Consultants                        | 861,500                      | 861,500                            |                     |                                                                
|                                                    |                              |                                    |                     |                                                                
|Total Officers/Directors/
Employees and Consultants | 2,661,500                    | 2,661,500                          |                     |                                                                



Bonus Pool



In fiscal 2016, the Company issued 2,000,000 common shares to the Companys largest shareholder, Pacific Opportunity Capital Ltd., to settle $300,000 of at a deemed price of $0.15 per share. Pacific Opportunity has set aside 500,000 of those shares as a Bonus Pool to be granted to management based on the successful completion of certain milestones relating to the Companys joint venture business model.



| |         | 
| | ------- | 
| | - 100 - | 
| |         | 
| |         | 



Resolutions/Authorization/Approvals



-No Disclosure Necessary-



Memorandum and Articles of Association



The Company was originally incorporated on October 21, 2005 under the provisions of the Business Corporations Act(Alberta) under the name Tarsis Capital Corp.. The Company's articles were restated on December 20, 2005 in order to remove the restrictions on transfer of shares. The Company was continued into British Columbia under the Business Corporations Act (B.C.) (the "Act") on June 2, 2008, and changed its name to "Tarsis Resources Ltd." on June 17, 2009. On April 29, 2015, the Company changed its name to Alianza Minerals Ltd..



There are no restrictions on the business the company may carry on in the Articles of Incorporation.



Under the Companys articles and bylaws any director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts which that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Act. Such director or senior officer that has a disclosable interest in a contract or transaction shall be liable to account to the Company for any profits that accrue to the director or senior officer under or as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the Act. A director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction or contract, in which case all of those directors may vote on such resolution.



Part 14 of the Companys bylaws address the duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:



a)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors think fit;



b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person;



c)

guarantee the repayment of money by any other person or the performance of any obligation of any other person;



d)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the undertaking, property and assets of the Company, both present and future.



| |         | 
| | ------- | 
| | - 101 - | 
| |         | 
| |         | 



Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors and otherwise, and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.



There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company. At each annual general meeting of the Company, all the directors shall retire and the shareholders shall elect a Board of Directors consisting of the number of directors for the time being set pursuant the Company's Articles. A retiring director shall be eligible for re-election.



The remuneration of the directors may from time to time be determined by the directors or, if the directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. Directors shall be paid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or, at the option of such director, by the Company in general meeting, and such remuneration my be either in addition to or in substitution for any other remuneration that he may be entitled to receive.



Subject to the Act, a director may hold any office or place of profit with the Company, other than the office of auditor with the Company, in conjunction with his office of director for such period and such terms as the directors may determine. No director or intended director shall be disqualified by his office from contracting with the Company. Subject to compliance with the Act, a director or his firm may act in a professional capacity for the Company, other than as auditor, and he or his firm shall be entitled to remuneration for professional services as if he were not a director.



Part 19 deals with indemnification and payment of expenses of directors and officers. Subject to the provisions of the Act, the directors shall cause the Company to indemnify and pay all eligible penalties and expenses of an eligible party and, where appropriate, the heirs and personal or other legal representatives of an eligible party in accordance with the provisions of the Act. Each director, alternate director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 19.1. The failure of a director, alternate director, or officer of the Company to comply with the provisions of the Act or these Articles shall not invalidate any indemnity to which he is entitled under this Part. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.



Part 9 deals with the Meeting of Shareholders. A notice convening a meeting specifying the place, day and hour of the meeting and, in the case of special business, the nature of that business shall be given to each shareholder entitled to attend the meeting, to each director, and to the auditor of the Company and to such other persons as are entitled by law to receive such notice. Notice shall be given as provided in the Act or in such other manner, if any, as may be prescribed by ordinary resolution. Shareholders may vote in person or by proxy.



The majority required for the passage of a special resolution or a special separate resolution shall be 2/3 of the votes cast on the resolution.



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The rights, preferences and restrictions attaching to each class of the Companys shares are as follows:



The authorized share structure of the Company consists of an unlimited number of common shares without par value and an unlimited number of Preferred Shares without par value.  Common shares are non-assessable. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Directors may from time to time declare and authorize payment of such dividends, if any, as they deem advisable and need not give notice of such declaration to any shareholder. Dividends are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the directors as the amount of such funds or assets available for dividends shall be conclusive.



The Company may by resolution of its directors make any changes to the authorized share structure as may be permitted under Section 54 of the Act, or in its name as may be permitted under Section 263 of the Act, and may by resolution of its directors make or authorize the making of any alterations to these Articles and the notice of articles as may be required by such changes. The Company may by ordinary resolution create or vary special rights and restrictions as provided in Section 58 of the Act. No alteration, as provided in Article 6.2, will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution. The Company may alter its Articles by resolution of its directors and, if required by such alteration, may by resolution of its directors alter the Notice of Articles.



Subject to the provisions of the Act, the Company or the Directors on behalf of the Company, may pay a reasonable commission or allow a reasonable discount to any person in consideration of his purchasing or agreeing to purchase, whether absolutely or conditionally, any shares, debentures, share rights, warrants or debenture stock in the Company, or procuring or agreeing to procure purchasers, whether absolutely or conditionally, for any such shares, debentures, share rights, warrants or debenture stock. The Company may also pay such brokerage as may be lawful.



An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after the annual reference date for the preceding calendar year) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Act.



There are no limitations upon the rights to own securities.



There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.



There is no special ownership threshold above which an ownership position must be disclosed.



A copy of the Companys Articles has been filed as an exhibit to this 20-F Registration Statement.



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Material Contracts



1.

Under an agreement dated July 16, 2007 between the Company, Almaden Minerals Ltd., and Minera Gavilan, S.A. de C.V., the Company agreed to acquire a 100% interest in a group of 6 properties (MOR, Cabin Lake, Caribou Creek, Meister River, Tim and Goz Creek) located in Yukon, Canada, and Minera Gavilan, the holder of the Erika Property in Mexico. Consideration for the acquisition was 350,000 common shares of the Company at a price of $4.00 per share, plus acquisition costs of $115,945. The Company also granted Almaden a 2% NSR on all mineral products discovered on the Mineral Properties. Further, the Company agreed to issue an additional 50,000 common shares if the Company enters an agreement with an arms-length third party (the "Optionee") wherein the optinee can earn an interest in any of the properties acquired from Almaden (except the MOR Property) by expending a minimum of $500,000 on exploration to earn its interest; and if optionee has incurred exploration expenditures of $200,000 prior to July 16, 2009; and there is a further commitment to expend a minimum of $100,000 on a work program on the property. A copy of this agreement has been filed as an exhibit to the Companys Form 20-F Registration Statement.



2.

Under an agreement dated May 30, 2008 between, the Company, Almaden Minerals Ltd., and Republic Resources Ltd., the Company agreed to acquire a 100% interest in the Prospector Mountain property in the Yukon from Almaden and Republic for the issuance of 10,000 common shares of the Company and the cash payment of $30,000. Almaden will also retain a 2% NSR over any minerals produced from the property. The Company may purchase 1/2 of the NSR at any time after production commences for fair value as determined by an independent valuator. The Company also agreed to issue Almaden an additional 50,000 common shares upon receipt of a positive bankable feasibility study for the property. A copy of this agreement has been filed as an exhibit to the Companys Form 20-F Registration Statement.



3.

Under a sale and purchase agreement between the Company and Almaden Minerals Ltd. dated June 10, 2013, the Company agreed to acquire seven mineral exploration properties from Almaden in exchange for 400,000 common shares of the Company. A copy of this agreement has been filed as an exhibit to the Companys Form 20-F Registration Statement.



4.

Under a Financial and Administrative Services agreement between the Company and Pacific Opportunity Capital Ltd. dated July 25, 2007, Pacific Opportunity Capital agrees to provide administrative and financial services to the Company. A copy of this agreement has been filed as an exhibit to the Companys Form 20-F Registration Statement.



5.

Under an executive employment contract effective January 1, 2013 between the Company and Marc Blythe, Mr. Blythe agreed to serve as President and Chief Executive Officer of the Company. Mr. Blythes annual base salary will be $175,000 with an indefinite term unless terminated in accordance with the provisions of the agreement.  A copy of this agreement has been filed as an exhibit to the Companys Form 20-F Registration Statement.



6.

Arrangement Agreement between the Company and Estrella Gold Corporation for the acquisition of Estrella by the Company dated February 6, 2015. A copy of this agreement has been filed as an exhibit to the Companys Form 6-K filed March 2, 2015.



7.

Amendment to the Arrangement Agreement between the Company and Estrella Gold Corporation dated March 12, 2015. A copy of this agreement has been filed as an exhibit to the Companys Form 6-K filed May 21, 2015.



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EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS



Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10, Taxation" below.



Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of Alianza on the right of foreigners to hold or vote securities of Alianza, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.



TAXATION



The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of shares of Common Stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.



This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arms length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.



This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or ITA) and the Canada-United States Tax Convention (the Tax Convention) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.



Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.



CANADIAN INCOME TAX CONSEQUENCES



Disposition of Common Stock



The summary below is restricted to the case of a holder (a Holder) of one or more common shares (Common Shares) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arms length with the Company.



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Dividends



A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.



Disposition of Common Shares



A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted taxable Canadian property as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arms length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.



A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.



A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.



UNITED STATES FEDERAL INCOME TAX CONSEQUENCES



The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.



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The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.



U.S. Holders



As used herein, a (U.S. Holder) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.



This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.



Distribution on Common Shares of the Company



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holders United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.



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In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.



Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.



Under current Treasury Regulations, dividends paid on the Companys common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Companys common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.



Foreign Tax Credit



For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Dividends distributed by the Company will generally constitute passive income or, in the case of certain U.S. Holders, financial services income for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.



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Disposition of Common Shares of the Company



A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



Other Considerations



In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.



Foreign Personal Holding Company



If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Companys gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.



The Company does not believe that it currently has the status of a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.



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Passive Foreign Investment Company



As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which is held for the purpose of producing passive income. Passive income is considered to be income resulting from certain sources, including dividends, interest, royalties, rents, and annuities.



The rule governing PFICs can have significant tax effects on U.S. shareholders of foreign corporations who are subject to U.S. Federal income taxation under alternative methods at the election of each such U.S. shareholder.  As a PFIC, each U.S. shareholders income or gain, with respect to a disposition or deemed disposition of the PFICs shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges, unless the U.S. shareholder has timely made a qualified electing fund election or a mark-to-market election for those shares.



A U.S. shareholder who elects to treat the PFIC as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income, for any taxable year in which the corporation qualifies as a PFIC, his pro-rata share of the corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the corporations taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; treat his share of the corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the corporation's annual realized net capital gain and ordinary earnings



The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the corporation is a PFIC. If the U.S. shareholder makes a QEF election in such first year, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files a tax return for such first year. If, however, the corporation qualified as a PFIC in a prior year during the U.S. shareholders holding period, then the U.S. shareholder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.



If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares, and certain "excess distributions" by the corporation. An excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during the preceding three years.



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A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.



Under the Foreign Account Tax Compliance Act(FATCA) as included in the Hiring Incentives to Restore Employment Act of 2010, the prior 3-year statute of limitations on omissions of undisclosed foreign financial assets has been extended to 6-years and includes annual reports to be filed by a PFIC and the QEF election.



If a corporation is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds common shares, then the corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize a gain, which will be taxed under the rules for Non-Electing U.S. Holders, as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. If the corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder who has made a QEF election.



In certain circumstances, a U.S. Holder of stock in a PFIC can make a qualified electing fund election to mitigate some of the adverse tax consequences of holding stock in a PFIC by including in income its share of the corporations income on a current basis. However, we do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.



The Company does not expect to be considered a PFIC.



Controlled Foreign Corporation



A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporations tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a controlled foreign corporation under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFCs Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFCs earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.



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In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was controlled) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.



The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holders federal income tax liability.



Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.



Statement by Experts



The Companys auditor for its financial statements for the fiscal year ended September 30, 2016 is DeVisser Gray LLP, Registered Chartered Professional Accountants. Their auditors report is included with the related financial statements.



Documents on Display



All documents incorporated in this 20-F Annual Report may be viewed at the Companys Executive Office located at 410  325 Howe Street, Vancouver, British Columbia, Canada.



Item 11.  Disclosures about Market Risk



The Company competes with other resource companies for exploration properties and possible joint venture agreements.  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.



The Company may from time to time own available-for-sale marketable securities of other companies in the mineral resource sector. The price of these securities may be affected by many factors, including the pricing and demand of commodities, and the activities and success of the invested company. Management mitigates the risk by monitoring the trading value of the securities on a regular basis.



The Company has mineral exploration properties located in Peru and the United States which makes its operations subject to foreign currency risk. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, including the US dollar and Peruvian Nuevo sol, could have an effect on the Companys results of operations, cash flows, and financial condition. The Company has not hedged its exposure to currency fluctuations.



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Item 12.  Description of Other Securities



Not Applicable





Part II



Item 13.  Defaults, Dividend Arrearages and Delinquencies



Not Applicable



Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds



Not Applicable



Item 15.  Controls and Procedures



Disclosure Controls and Procedures

The Companys management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.



We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as of September 30, 2016. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of September 30, 2016, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Office and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



Managements Annual Report on Internal Control over Financial Reporting

The Companys management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Companys Audit Committee.



Because of its inherent limitations, the Companys internal control over financial reporting may not prevent or detect all possible misstatements or frauds.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.



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To evaluate the effectiveness of the Companys internal control over financial reporting, Management has used the Internal Control - Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has assessed the effectiveness of the Companys internal control over financial reporting and concluded that such internal control over financial reporting is effective as of September 30, 2016.



Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Attestation Report of the Registered Accounting Firm.

This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Form 20-F Annual Report.



Changes in Internal Control over Financial Reporting

There were no changes in the Companys internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



Item 16.  Reserved



Item 16A.  Audit Committee Financial Expert



The Company does not have an audit committee financial expert serving on its audit committee.  The Companys Audit Committee consists of three independent directors, all of whom are both financially literate and very knowledgeable about the Companys affairs. Because the Companys structure and operations are straightforward, the Company does not find it necessary at the current time to nominate a member as its financial expert.



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Item 16B.  Code of Ethics



The Company not adopted a formal written Code of Business Conduct and Ethics. The current limited size of the Companys operations, and the small number of officers and consultants, allow the Board of Directors to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.



Item 16C.  Principal Accountant Fees and Services



The Audit Committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.



In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, the Companys Audit Committee Charter includes a procedure for the review and pre-approval of any services performed by the Company's auditor, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of the auditor for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.



Fees, including reimbursements for expenses, for professional services rendered by DeVisser Gray LLP for fiscal 2016 and 2015 is included in the following table.



|                                                 |                  |                 
|------------------------------------------------ | ---------------- | ----------------
|Table No. 13
Principal Account Fees and Services
|                                                
|Type of Service                                  | Fiscal Year
2016 | Fiscal Year
2015
|                                                 |                  |                 
|Audit Fees                                       | $   20,000       | $    20,000     
|Audit Related Fees                               | Nil              | Nil             
|Tax Fees                                         | Nil              | Nil             
|All Other Fees                                   | Nil              | Nil             
|Total                                            | $   20,000       | $    20,000     



Item 16D.  Exemptions from Listing Standards for Audit Committees



Not Applicable



Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers



Not Applicable



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Item 16F.  Change in Registrants Certifying Accountant



On May 22, 2015, the Board of Directors of the Company requested and accepted the resignation of Davidson & Company LLP, Chartered Professional Accountants as the Companys auditor, and appointed DeVisser Gray LLP, Chartered Professional Accountants, as the successor auditor. There were no disagreements between the Company and the former auditors, and the accountants report on the financial statements for each of the two prior fiscal periods contained no adverse opinions or disclaimer of opinions. The Company did not consult with DeVisser Gray LLP during the two fiscal years prior to their engagement regarding the application of accounting principles to any specified transaction or any accounting, auditing or financial reporting issue, or any matter that was subject to a disagreement or reportable event.



The Company has provided Davidson & Company LLP with a copy of this disclosure and they have provided a letter which agrees with the statements made by the Company. A copy of this letter has been filed as an exhibit to the Companys fiscal 2015 Form 20-F Annual Report.



Item 16G.  Corporate Governance



Not Applicable



Item 16H.  Mine Safety Disclosure



Not Applicable





Part III



Item 17.  Financial Statements



Not applicable



Item 18.  Financial Statements



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards.



The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The auditors report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements.



Item 19.  Exhibits



(A1)  The financial statements thereto as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The auditors report of DeVisser Gray LLP, Chartered Professional Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.



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Audited Financial Statements



Independent Auditors Report of DeVisser Gray LLP, dated December 15, 2016.



Consolidated Statements of Financial Position at September 30, 2016 and 2015.



Consolidated Statements of Comprehensive Loss for the years ended September 30, 2016, September 30, 2015, and September 30, 2014.



Consolidated Statements of Cash Flows for the years ended September 30, 2016, September 30, 2015, and September 30, 2014.



Consolidated Statement of Changes in Shareholders' Equity for the years ended September 30, 2016, September 30, 2015, and September 30, 2014.



Notes to Financial Statements



(B)  Index to Exhibits:



1.

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws:

a)

Certificate of Incorporation Amendment dated December 20, 2005 *

b)

Articles and Bylaws (Alberta) *

c)

Certificate of Continuance (British Columbia) dated June 2, 2008 *

d)

Notice of Articles dated December 2, 2008 *

e)

Certificate of Name Change dated June 17, 2009 *

f)

Articles and Bylaws effective June 17, 2009 *

g)

Notice of Articles dated June 23, 2010 *

h)

Certificate of Change of Name dated April 29, 2015



2.

Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***



3.

Voting Trust Agreements - N/A



4.

Material Contracts

a)

Agreement between the Company, Almaden Minerals and Minera Gavilan, S.A. de C.V. for the acquisition of the MOR, Cabin Lake, Caribou Creek, Meister River, Tim, Goz Creek and Erika properties dated July 16, 2007. *

b)

Agreement between the Company, Almaden Minerals Ltd and Republic Resources Ltd. for the acquisition of the Prospector Mountain property dated May 30, 2008. *

c)

Sale and purchase agreement between the Company and Almaden Minerals Ltd. dated June 10, 2013. *

d)

Financial and administrative services agreement between the Company and Pacific Opportunity Capital Ltd. dated July 25, 2007. *

e)

Executive employment contact effective January 1, 2013 between the Company and Marc Blythe. *



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| |         | 



f)

Arrangement Agreement between the Company and Estrella Gold Corporation for the acquisition of Estrella by the Company dated February 6, 2015. **

g)

Amendment to the Arrangement Agreement between the Company and Estrella Gold Corporation dated March 12, 2015. ***



5.

List of Foreign Patents - N/A

6.

Calculation of earnings per share - N/A

7.

Explanation of calculation of ratios - N/A

8.

List of Subsidiaries

9.

Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities  N/A

10.

Other Documents

a)

Consent of Davidson & Company LLP, Chartered Professional Accountants, dated July 23, 2014. *

b)

Copy of Stock Option Plan *

c)

Copy of Management Information Circular for the Annual General Meeting of Shareholders dated January 24, 2014. *

d)

Form of Proxy for the Annual General Meeting of Shareholders held on February 28, 2014. *

e)

Notification of Change of Fiscal Year End dated May 19, 2011. *



12.1

Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2

Certification of CFO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1

Certification of CEO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2

Certification of CFO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



*

Previously filed as exhibits to the Companys Form 20-F Registration Statement

**

Previously filed as an exhibit to the Companys Form 6-K filed March 2, 2015.

***

Previously filed as an exhibit to the Companys Form 6-K filed May 21, 2015.



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[alianza20fannual2016amend011.jpg]



ALIANZA MINERALS LTD.

(formerly known as Tarsis Resources Ltd.)





Consolidated Financial Statements



For the years ended September 30, 2016, 2015 and 2014











325 Howe Street, Suite 410, Vancouver B.C. V6C 1Z7, Canada, TSXV: ANZ; Tel: 604-687-3520





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[alianza20fannual2016amend012.jpg]



REPORT OF INDEPENDENT REGISTERED CHARTERED PROFESSIONAL ACCOUNTANTS



To the Shareholders of Alianza Minerals Ltd. (formerly known as Tarsis Resources Ltd.),



We have audited the accompanying consolidated financial statements of Alianza Minerals Ltd. (formerly known as Tarsis Resources Ltd.), which comprise the consolidated statements of financial position as at September 30, 2016 and 2015 and the consolidated statements of comprehensive loss, changes in shareholders equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.



Managements Responsibility for the Consolidated Financial Statements



Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standardsas issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.



Auditors Responsibility



Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with Canadian generally accepted auditing standardsand the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement.



An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.



We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.



Opinion



In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Alianza Minerals Ltd. (formerly known as Tarsis Resources Ltd.) as at September 30, 2016 and 2015 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standardsas issued by the International Accounting Standards Board.



Other Matters



The financial statements of Alianza Minerals Ltd. (formerly known as Tarsis Resources Ltd.) as at and for the year ended September 30, 2014 were audited by other auditors, who expressed an unmodified opinion on those statements in their report to the shareholders dated January 29, 2015.



Emphasis of Matter



Without modifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that the Company has limited working capital, losses since inception and is dependent upon its ability to secure new sources of financing.  These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.



[alianza20fannual2016amend013.jpg]

INDEPENDENT REGISTERED CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

December 15, 2016



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[alianza20fannual2016amend014.jpg]



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and Directors of

Alianza Minerals Ltd. (formerly Tarsis Resources Ltd.)





We have audited the accompanying consolidated financial statements of Alianza Minerals Ltd. (formerly Tarsis Resources Ltd.), which comprise the consolidated statement of financial position as of September 30, 2014, and the related consolidated statements of comprehensive loss, changes in shareholders equity, and cash flows for the years ended September 30, 2014 and 2013 and a summary of significant accounting policies and other explanatory information.



Managements Responsibility for the Consolidated Financial Statements



Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.



Auditors Responsibility



Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.



An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.



We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.



Opinion



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Alianza Minerals Ltd. (formerly Tarsis Resources Ltd.) as at September 30, 2014 and its financial performance and its cash flows for the years ended September 30, 2014 and 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.



Emphasis of Matter



Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicate that Alianza Minerals Ltd. (formerly Tarsis Resources Ltd.) has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



DAVIDSON & COMPANY LLP





|                  |                                   
|----------------- | ----------------------------------
|Vancouver, Canada | Chartered Professional Accountants
|                  |                                   
|January 29, 2015  |                                   



[alianza20fannual2016amend015.jpg]



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CONTENTS



|                                              |       
|--------------------------------------------- | ------
|                                              | Page  
|                                              |       
|Consolidated Financial Statements:            |       
|                                              |       
|Statements of Financial Position              | 4     
|                                              |       
|Statements of Comprehensive Loss              | 5     
|                                              |       
|Statements of Changes in Shareholders Equity | 6     
|                                              |       
|Statements of Cash Flows                      | 7     
|                                              |       
|Notes to the Financial Statements             | 8 - 38



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ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Expressed in Canadian Dollars, unless otherwise stated



|                                              |       |   |                    |   |                   
|--------------------------------------------- | ----- | - | ------------------ | - | ------------------
|                                              | Note  |   | September 30,
2016 |   | September 30,
2015
|                                              |       |   |                    |   |                   
|Assets                                        |       |   |                    |   |                   
|Current assets                                |       |   |                    |   |                   
|Cash                                          |       | $ | 421,699            | $ | 17,000            
|Receivables                                   |       |   | 20,853             |   | 16,952            
|Prepaid expenses                              |       |   | 5,051              |   | 5,055             
|                                              |       |   | 447,603            |   | 39,007            
|                                              |       |   |                    |   |                   
|Non-current assets                            |       |   |                    |   |                   
|Equipment                                     | 5, 6  |   | 10,091             |   | 15,361            
|Exploration and evaluation assets             | 6, 7  |   | 2,493,945          |   | 2,932,718         
|Investment in associates                      | 8     |   | 559,927            |   | 561,254           
|                                              |       |   | 3,063,963          |   | 3,509,333         
|Total assets                                  |       | $ | 3,511,566          | $ | 3,548,340         
|                                              |       |   |                    |   |                   
|Current liabilities                           |       |   |                    |   |                   
|Accounts payable and accrued liabilities      |       | $ | 74,256             | $ | 115,805           
|Due to related parties                        | 11    |   | 41,471             |   | 10,500            
|                                              |       |   | 115,727            |   | 126,305           
|Non-current liabilities                       |       |   |                    |   |                   
|Due to related party                          | 11    |   | 130,000            |   | 314,676           
|                                              |       |   | 130,000            |   | 314,676           
|Shareholders equity                          |       |   |                    |   |                   
|Share capital                                 | 9     |   | 15,151,899         |   | 13,653,601        
|Reserves                                      | 9, 10 |   | 2,582,095          |   | 2,377,941         
|Accumulated other comprehensive income (loss) |       |   | (13,439)           |   | 77,217            
|Deficit                                       |       |   | (14,454,716)       |   | (13,001,400)      
|                                              |       |   | 3,265,839          |   | 3,107,359         
|                                              |       |   |                    |   |                   
|Total shareholders equity and liabilities    |       | $ | 3,511,566          | $ | 3,548,340         



Nature of operations and going concern (Note 1)



These consolidated financial statements are authorized for issue by the Board of Directors on December 15, 2016.



On behalf of the Board of Directors:

|                       |  |                         
|---------------------- |  | ------------------------
|Director Jason Weber |  | Director Mark T. Brown
|                       |  |                         



See accompanying notes to the consolidated financial statements



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ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Presented in Canadian Dollars)



|                                                                                     |      |                           |             |   |             |   |            
|------------------------------------------------------------------------------------ | ---- | ------------------------- | ----------- | - | ----------- | - | -----------
|                                                                                     |      | Years ended September 30,
|                                                                                     | Note |                           | 2016        |   | 2015        |   | 2014       
|                                                                                     |      |                           |             |   |             |   |            
|Expenses                                                                             |      |                           |             |   |             |   |            
|Accounting and legal fees                                                            | 11   | $                         | 220,689     | $ | 231,067     | $ | 130,042    
|Depreciation                                                                         | 5    |                           | 3,518       |   | 2,629       |   | 1,772      
|Investor relations and shareholder information                                       | 11   |                           | 48,249      |   | 61,648      |   | 46,271     
|Office facilities and administrative services                                        | 11   |                           | 18,608      |   | 13,500      |   | 49,688     
|Office expenses                                                                      |      |                           | 52,706      |   | 38,733      |   | 16,779     
|Property investigation expenses                                                      |      |                           | 69,506      |   | 29,360      |   | 731        
|Share-based payments                                                                 | 11   |                           | 164,206     |   | 246,424     |   | 167,091    
|Transfer agent, listing and filing fees                                              |      |                           | 18,947      |   | 34,954      |   | 18,324     
|Travel                                                                               |      |                           | 15,436      |   | 14,357      |   | 34,454     
|Wages, benefits and consulting fees                                                  | 11   |                           | 281,944     |   | 226,058     |   | 180,424    
|                                                                                     |      |                           | (893,809)   |   | (898,730)   |   | (645,576)  
|                                                                                     |      |                           |             |   |             |   |            
|Interest income and other income                                                     |      |                           | 3,197       |   | 21,271      |   | 1,712      
|Foreign exchange (loss)                                                              |      |                           | (35,037)    |   | (191)       |   | -          
|Gain on disposal of equipment                                                        |      |                           | 2,480       |   | -           |   | -          
|(Loss) on marketable securities                                                      | 4    |                           | -           |   | (1,625)     |   | -          
|Realized (loss) on marketable securities transferred
from other comprehensive income |      |                           | -           |   | (18,375)    |   | -          
|Write down of exploration and evaluation assets                                      | 7    |                           | (530,147)   |   | (2,465,156) |   | -          
|Impairment allowance on exploration and evaluation
assets                            | 7    |                           | -           |   | -           |   | (3,439,175)
|Loss before income taxes                                                             |      |                           | (1,453,316) |   | (3,362,806) |   | (4,083,039)
|Deferred income tax recovery (expense)                                               | 14   |                           | -           |   | 532,000     |   | (35,000)   
|Net loss for the year                                                                |      | $                         | (1,453,316) | $ | (2,830,806) | $ | (4,118,039)
|Other comprehensive income (loss)                                                    |      |                           |             |   |             |   |            
|Unrealized gain on available-for-sale securities                                     | 4    |                           | -           |   | -           |   | 375        
|Realized loss on marketable securities transferred to
net loss                       |      |                           | -           |   | 18,375      |   | -          
|Exchange difference arising on the translation of
foreign subsidiary                 |      |                           | (90,656)    |   | 60,977      |   | 29,078     
|Total comprehensive loss for the year                                                |      | $                         | (1,543,972) | $ | (2,751,454) | $ | (4,088,586)
|Basic and diluted loss per common share                                              |      | $                         | (0.07)      | $ | (0.30)      | $ | (0.84)     
|Weighted average number of common shares
outstanding  basic and diluted             |      |                           | 20,381,264  |   | 9,297,924   |   | 4,886,120  



See accompanying notes to the consolidated financial statements



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| | - 124 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

(Presented in Canadian Dollars)



|                                              |                    |                  |              |          |                                  |                |                   |                                |                          |                |                 
|--------------------------------------------- | ------------------ | ---------------- | ------------ | -------- | -------------------------------- | -------------- | ----------------- | ------------------------------ | ------------------------ | -------------- | ----------------
|                                              |                    | Share Capital    |              | Reserves |                                  |               
|                                              | Note               | Number of shares | Amount       |          | Equity settled
employee
benefits | Warrants       | Finders
warrants | Available-for-
sale securities | Foreign
exchange
reserve | Deficit        | Total equity    
|Balance, September 30, 2013                   |                    | 4,313,712        | $ 10,751,788 |          | $  1,143,194                     | $      597,205 | $     214,325     | $       (18,750)               | $      (12,838)          | $  (6,052,555) | $      6,622,369
|Private placements                            | 9(c)(i),(ii),(iii) | 1,650,334        | 1,012,750    |          | -                                | -              | -                 | -                              | -                        | -              | 1,012,750       
|Share issue costs                             |                    | -                | (71,278)     |          | -                                | -              | 8,747             | -                              | -                        | -              | (62,531)        
|Share-based payments                          |                    | -                | -            |          | 167,091                          | -              | -                 | -                              | -                        | -              | 167,091         
|Net loss                                      |                    | -                | -            |          | -                                | -              | -                 | 375                            | 29,078                   | (4,118,039)    | (4,088,586)     
|Balance, September 30, 2014                   |                    | 5,964,046        | 11,693,260   |          | 1,310,285                        | 597,205        | 223,072           | (18,375)                       | 16,240                   | (10,170,594)   | 3,651,093       
|Purchase of exploration and
evaluation assets | 9(c)(iv)           | 150,000          | 60,000       |          | -                                | -              | -                 | -                              | -                        | -              | 60,000          
|Shares issued for the acquisition
of Estrella | 9(c)(v)            | 4,665,032        | 1,166,258    |          | -                                | -              | -                 | -                              | -                        | -              | 1,166,258       
|Private placement                             | 9(c)(vi)           | 3,000,000        | 750,000      |          | -                                | -              | -                 | -                              | -                        | -              | 750,000         
|Share issue costs                             |                    | -                | (15,917)     |          | -                                | -              | 955               | -                              | -                        | -              | (14,962)        
|Share-based payments                          |                    | -                | -            |          | 246,424                          | -              | -                 | -                              | -                        | -              | 246,424         
|Net loss                                      |                    | -                | -            |          | -                                | -              | -                 | 18,375                         | 60,977                   | (2,830,806)    | (2,751,454)     
|Balance, September 30, 2015                   |                    | 13,779,078       | 13,653,601   |          | 1,556,709                        | 597,205        | 224,027           | -                              | 77,217                   | (13,001,400)   | 3,107,359       
|Private Placement                             | 9(c)(viii)(ix)(x)  | 12,500,000       | 1,310,000    |          | -                                | -              | -                 | -                              | -                        | -              | 1,310,000       
|Shares for debt settlement                    | 9(c)(vii)          | 2,000,000        | 300,000      |          | -                                | -              | -                 | -                              | -                        | -              | 300,000         
|Share issue costs                             |                    | -                | (111,702)    |          | -                                | -              | 39,948            | -                              | -                        | -              | (71,754)        
|Share-based payments                          |                    | -                | -            |          | 164,206                          | -              | -                 | -                              | -                        | -              | 164,206         
|Net loss                                      |                    | -                | -            |          | -                                | -              | -                 | -                              | (90,656)                 | (1,453,316)    | (1,543,972)     
|Balance, September 30, 2016                   |                    | 28,279,078       | $ 15,151,899 |          | $  1,720,915                     | $     597,205  | $     263,975     | $                   -          | $     (13,439)           | $(14,454,716)  | $      3,265,839



See accompanying notes to the consolidated financial statements



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| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Presented in Canadian Dollars)



|                                                                                   |   |                          |   |             |   |            
|---------------------------------------------------------------------------------- | - | ------------------------ | - | ----------- | - | -----------
|                                                                                   |   | Years ended September 30
|                                                                                   |   | 2016                     |   | 2015        |   | 2014       
|                                                                                   |   |                          |   |             |   |            
|Cash flows from (used in) operating activities                                     |   |                          |   |             |   |            
|Net loss for the year                                                              | $ | (1,453,316)              | $ | (2,830,806) | $ | (4,118,039)
|Items not affecting cash:                                                          |   |                          |   |             |   |            
|Depreciation                                                                       |   | 3,518                    |   | 2,629       |   | 1,772      
|(Gain) on disposal of equipment                                                    |   | (2,480)                  |   | -           |   | -          
|Loss on marketable securities                                                      |   | -                        |   | 1,625       |   | -          
|Realized loss on marketable securities transferred
from other comprehensive income |   | -                        |   | 18,375      |   | -          
|Share-based payments                                                               |   | 164,206                  |   | 246,424     |   | 167,091    
|Write-down of exploration and evaluation assets                                    |   | 530,147                  |   | 2,465,156   |   | -          
|Impairment allowance on exploration and
evaluation assets                          |   | -                        |   | -           |   | 3,439,175  
|Deferred income tax (recovery) expense                                             |   | -                        |   | (532,000)   |   | 35,000     
|                                                                                   |   |                          |   |             |   |            
|Changes in non-cash working capital items:                                         |   |                          |   |             |   |            
|Receivables                                                                        |   | (3,901)                  |   | (12,753)    |   | 1,362      
|Prepaid expenses                                                                   |   | 4                        |   | (687)       |   | 8,083      
|Accounts payable and accrued liabilities                                           |   | 64,806                   |   | (229,396)   |   | (16,907)   
|Due to related parties                                                             |   | 146,295                  |   | 286,718     |   | (9,150)    
|Net cash (used in) operating activities                                            |   | (550,721)                |   | (584,715)   |   | (491,613)  
|                                                                                   |   |                          |   |             |   |            
|Cash flows from (used in) investing activities                                     |   |                          |   |             |   |            
|Sale of equipment                                                                  |   | 3,350                    |   | -           |   | -          
|Exploration and evaluation assets                                                  |   | (315,710)                |   | (420,065)   |   | (296,149)  
|Net cash (used in) investing activities                                            |   | (312,360)                |   | (420,065)   |   | (296,149)  
|                                                                                   |   |                          |   |             |   |            
|Cash flows from (used in) financing activities                                     |   |                          |   |             |   |            
|Proceeds from issuance of common shares                                            |   | 1,310,000                |   | 750,000     |   | 1,012,750  
|Share issue costs                                                                  |   | (67,291)                 |   | (22,962)    |   | (46,531)   
|Net cash provided by financing activities                                          |   | 1,242,709                |   | 727,038     |   | 966,219    
|                                                                                   |   |                          |   |             |   |            
|Effect of exchange rate changes on cash                                            |   | 25,071                   |   | 66,163      |   | 29,078     
|                                                                                   |   |                          |   |             |   |            
|Change in cash for the year                                                        |   | 404,699                  |   | (211,579)   |   | 207,535    
|                                                                                   |   |                          |   |             |   |            
|Cash, beginning of the year                                                        |   | 17,000                   |   | 228,579     |   | 21,044     
|                                                                                   |   |                          |   |             |   |            
|Cash, end of the year                                                              | $ | 421,699                  | $ | 17,000      | $ | 228,579    

Supplemental disclosure with respect to cash flows (Note 12)



See accompanying notes to the consolidated financial statements



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| | - 126 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



1.

NATURE OF OPERATIONS AND GOING CONCERN



Alianza Minerals Ltd. (formerly Tarsis Resources Ltd., Tarsis) (the Company or Alianza) was incorporated in Alberta on October 21, 2005 under the Business Corporations Act of Alberta and its registered office is Suite 410, 325 Howe Street, Vancouver, BC, Canada, V6C 1Z7. On April 25, 2008 the Company filed for a certificate of continuance and is continuing as a BC Company under the Business Corporations Act (British Columbia).



The Company is an exploration stage company and is engaged principally in the acquisition and exploration of mineral properties. The recovery of the Companys investment in its exploration and evaluation assets is dependent upon the future discovery, development and sale of minerals, upon the ability to raise sufficient capital to finance these activities, and/or upon the sale of these properties.



These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The ability of the Company to continue as a going concern is dependent on obtaining additional financing through the issuance of common shares or obtaining joint venture or property sale agreements for one or more properties.



There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the consolidated statement of financial position. The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.



Adverse financial market conditions and volatility increase the uncertainty of the Companys ability to continue as a going concern given the need to both manage expenditures and to raise additional funds. The Company is experiencing, and has experienced, negative operating cash flows. The Company will continue to search for new or alternate sources of financing but anticipates that the current market conditions may impact the ability to source such funds. Accordingly, these material uncertainties may cast significant doubt upon the Companys ability to continue as a going concern.



As at September 30, 2016, the Company had working capital of $331,876 (September 30, 2015: working capital deficit of $87,298) and shareholders equity of $3,265,839 (September 30, 2015: $3,107,359).



2.

BASIS OF PREPARATION



Statement of Compliance



These consolidated financial statements have been prepared in accordance and compliance with IFRS as issued by the International Accounting Standards Board (IASB) and interpretations of the International Financial Reporting Interpretations Committee (IFRIC).



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| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



2.

BASIS OF PREPARATION- continued



Basis of preparation



These consolidated financial statements have been prepared on a historical cost basis except for marketable securities classified as available-for-sale, which are stated at fair value through other comprehensive income (loss). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.



These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation.



New accounting standards and interpretations



Certain new accounting standards and interpretations have been published that are not mandatory for the September 30, 2016 reporting period.  The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issued but are not yet effective:



·

IFRS 9 (Amended 2010) Financial Instruments (effective January 1, 2018)



The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.



3.

SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The consolidated financial statements of the Company include the accounts of Alianza Minerals Ltd. and the following entities:

| |                                           |                |                    |                    
| | ----------------------------------------- | -------------- | ------------------ | -------------------
| | Name of Subsidiaries                      | % of ownership | Jurisdiction       | Principal Activity 
| | Alianza Holdings Ltd.                     | 100%           | Canada             | Holding Company    
| | Canadian Shield Explorations (Intl) Ltd. | 100%           | Canada             | Holding Company    
| | Canadian Shield Explorations Ltd.         | 100%           | Canada             | Holding Company    
| | Estrella Gold Peru S.A.C.                 | 100%           | Peru               | Exploration Company
| | Estrella Gold DR, S.R.L. (3)              | 100%           | Dominican Republic | Holding Company    
| | Minera Tarsis, S.A. de C.V.(1)            | 100%           | Mexico             | Exploration Company
| | Tarsis Resources US Inc.                  | 100%           | Nevada, USA        | Holding Company    
| | Gallant Minerals Peru Ltd. S.A. (2)       | 90%            | Peru               | Exploration Company
| | Yanac Peru Exploration LLC                | 100%           | Delaware, USA      | Holding Company    
| | Yanac Minera Peru S.A.C.                  | 100%           | Peru               | Exploration Company



(1)

Effective September 30, 2015, the Company applied to windup Minera Tarsis S.A. de C.V. and wrote off the subsidiary (Note 17).

(2)

Subsequent to September 30, 2015, Gallant Minerals Peru Ltd. S.A. was wound up.

(3)

Estrella Gold DR. S.R.L. is in the process of being wound up.



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| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Basis of Presentation continued



All subsidiaries are entities that we control, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when the Company has existing rights that give it the ability to direct the activities that significantly affect the investees returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a companys share capital. All of the intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in full. For subsidiaries that the Company controls, but does not own 100% of, the net assets and net profit attributable to outside shareholders are presented as amounts attributable to non-controlling interests in the consolidated statements of financial position and consolidated statements of comprehensive loss.



Certain of our business activities are conducted through associates (see below).



Interests in Joint Arrangements



A joint arrangement can take the form of a joint venture or joint operation. All joint arrangements involve a contractual arrangement that establishes joint control, which exists only when decisions about the activities that significantly affect the returns of the investee require unanimous consent of the parties sharing control. A joint operation is a joint arrangement in which the Company has rights to the assets and obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement in which the Company has rights to only the net assets of the arrangement.



Joint ventures are accounted for in accordance with the policy Investments in Associates and Joint Ventures. Joint operations are accounted for by recognizing the Companys share of the assets, liabilities, revenue, expenses and cash flows of the joint operation in the consolidated financial statements.



Investments in Associates and Joint Ventures



Investments over which the Company exercises significant influence and which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale. Investments in joint ventures as determined in accordance with the policy Interests in Joint Arrangements are also accounted for using the equity method.



The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Companys proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the associates or joint ventures net assets such as dividends.



The Companys proportionate share of the associates or joint ventures profit or loss and other comprehensive income or loss is based on its most recent financial statements. Adjustments are made to align any inconsistencies between the Companys accounting policies and the associates or joint ventures policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate or joint venture.



| |         | 
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| | - 129 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Investments in Associates and Joint Ventures continued



If the Companys share of the associates or joint ventures losses equals or exceeds the investment in the associate or joint venture, recognition of further losses is discontinued. After the Companys interest is reduced to zero, additional losses will be provided for and a liability recognized only to the extent that the Company has incurred legal or constructive obligations to provide additional funding or make payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.



At each statement of financial position date, management considers whether there is objective evidence of impairment in associates and joint ventures. If there is such evidence, management determines if there is a need to record an impairment in relation to the associate or joint venture.



Foreign currencies



The functional and presentation currency of the Company is the Canadian dollar.



Transactions in currencies other than the functional currency are recorded at the rate of the exchange prevailing on dates of transactions.  At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.



The Company has determined that the functional currency of its subsidiaries in Peru is the Peruvian nuevo sole and the functional currency of its subsidiary in USA is the US dollar.  Exchange differences arising from the translation of the subsidiaries functional currencies into the Companys presentation currency are taken directly to the foreign exchange reserve.



Exploration and evaluation



The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims.  Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves.  The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.  An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.



The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.



| |         | 
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| | - 130 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Exploration and evaluation continued



The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.



Upon transfer of Exploration and evaluation costs into Mine Development, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within Mine development.  After production starts, all assets included in Mine development are transferred to Producing Mines.



All capitalized exploration and evaluation expenditures are monitored for indications of impairment.  Where a potential impairment is indicated, assessments are performed for each area of interest.  To the extent that exploration expenditures are not expected to be recovered, they are charged to operations.  Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.



Equipment



Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.  Depreciation is calculated using the declining balance method at rates ranging from 30% to 55% per year.



The cost of an item of equipment consists of the purchase price, plus any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.



An item of equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive loss.



Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.  Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.



Decommissioning, restoration, and similar obligations



An obligation to incur restoration, rehabilitation and environmental costs arises when an environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest.  Such costs arising for the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying value of the asset, as soon as the obligation to incur such costs arises.  Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.  These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight line method.  The related liability is adjusted each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.  Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.



| |         | 
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| | - 131 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Decommissioning, restoration, and similar obligations continued



As at September 30, 2016, the Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.



Financial instruments



Financial assets



The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:



Fair value through profit or loss - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss. The Companys cash has been classified as fair value through profit or loss.



Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment.  Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. The Companys receivables have been classified as loans and receivables.



Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method.  If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows.  Any changes to the carrying amount of the investment, including impairment losses, are recognized in the consolidated statement of comprehensive loss. No financial assets have been classified as held-to-maturity.



Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized in the consolidated statement of comprehensive loss.  The Companys marketable securities were classified as available-for-sale.



All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets.

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| | - 132 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Financial instruments continued



Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:



Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss.  No financial liabilities have been classified as fair value through profit or loss.



Other financial liabilities - This category includes amounts due to related parties and accounts payable and accrued liabilities, which are recognized at amortized cost.



Significant accounting judgments and estimates



The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  The consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.



Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:



Critical judgments



The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:



·

the determination that the Company will continue as a going concern for the next year;

·

the determination that there have been no events or changes in circumstances that indicate the carrying amount of exploration and evaluation asset may not be recoverable; and

·

the determination that the functional currency of the parent is the Canadian dollar, the functional currency of its subsidiaries in Peru is the Peruvian neuvo sole and the functional currency of its subsidiary in the USA is the US dollar.



| |         | 
| | ------- | 
| | - 133 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Impairment



At each financial position reporting date, the carrying amounts of the Companys assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  The recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arms length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statement of comprehensive loss for the period.  For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.



Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in the statement of comprehensive loss.



Share-based payment transactions



The Companys stock option plan allows the Companys employees and consultants to acquire shares of the Company through the exercise of granted stock options.  The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders equity.  An individual is classified as an employee when such individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.



The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.



Warrants with the right to acquire common shares in the Company are typically issued through the Companys equity financing activities.  Where finders warrants are issued on a stand-alone basis, their fair values are measured on their issuance date using the Black-Scholes option pricing model and are recorded as both an increase to reserves and as a share issue cost.



When warrants are exercised, the cash proceeds along with the amount previously recorded in equity reserves are recorded as share capital.



| |         | 
| | ------- | 
| | - 134 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Share capital



Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.



The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.



Common shares, which by agreement are designated as flow-through shares, are usually issued at a premium to non-flow-through common shares. On issue, share capital is increased only by the non-flow-through share equivalent value. Any premium is recorded as a flow-through share premium liability. Upon expenses being incurred, the Company derecognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income on settlement of flow-through share premium liability.



Loss per share



The Company presents basic and diluted loss per share (EPS) data for its common shares. Basic EPS is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company.



| |         | 
| | ------- | 
| | - 135 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES continued



Income taxes



Income tax on the loss for the periods presented comprises current and deferred tax.  Income tax is recognized in the loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.



Income tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.



Deferred tax assets or liabilities arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed.  Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.



Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.



4.

MARKETABLE SECURITIES



The Company held shares of a publicly traded company which were held as available-for-sale and valued in accordance with the quoted market price of the common shares.



| |                                |   |                    |   |                   
| | ------------------------------ | - | ------------------ | - | ------------------
| |                                |   | September 30, 2016 |   | September 30, 2015
| |                                |   |                    |   |                   
| | Balance, beginning of the year | $ | -                  | $ | 1,625             
| | Loss on disposal               |   | -                  |   | (1,625)           
| | Balance, end of the year       | $ | -                  | $ | -                 



During the year ended September 30, 2015, the Company determined that there was a prolonged decline in the fair value of the available-for-sale securities, and the full amount of the impairment, including any amount previously recognized in other comprehensive income, was recognized in net loss for the year.



| |         | 
| | ------- | 
| | - 136 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



5.

EQUIPMENT



| |                                               |                                |                                    |       |         |   |        
| | --------------------------------------------- | ------------------------------ | ---------------------------------- | ----- | ------- | - | -------
| |                                               | Office equipment
and furniture | Vehicles and
other field
equipment | Total
| | Cost                                          |                                |                                    |       |         |   |        
| | As at September 30, 2014                      | $                              | 2,722                              | $     | 5,500   | $ | 8,222  
| | Assets acquired through plan of arrangement   |                                | 3,535                              |       | 10,987  |   | 14,522 
| | Foreign exchange movement                     |                                | 1,570                              |       | 6,219   |   | 7,789  
| | As at September 30, 2015                      |                                | 7,827                              |       | 22,706  |   | 30,533 
| | Disposal during the year                      |                                | -                                  |       | (5,500) |   | (5,500)
| | Foreign exchange movement                     |                                | (1,593)                            |       | (6,308) |   | (7,901)
| | As at September 30, 2016                      | $                              | 6,234                              | $     | 10,898  | $ | 17,132 
| | Accumulated depreciation                      |                                |                                    |       |         |   |        
| | As at September 30, 2014                      | $                              | 1,834                              | $     | 3,896   | $ | 5,730  
| | Depreciation for the year                     |                                | 1,038                              |       | 1,591   |   | 2,629  
| | Foreign exchange movement                     |                                | 1,338                              |       | 5,475   |   | 6,813  
| | As at September 30, 2015                      |                                | 4,210                              |       | 10,962  |   | 15,172 
| | Depreciation for the year                     |                                | 1,249                              |       | 2,269   |   | 3,518  
| | Depreciation for the year related to disposal |                                | -                                  |       | (4,630) |   | (4,630)
| | Foreign exchange movement                     |                                | (1,394)                            |       | (5,625) |   | (7,019)
| | As at September 30, 2016                      | $                              | 4,065                              | $     | 2,976   | $ | 7,041  
| | Net book value                                |                                |                                    |       |         |   |        
| | As at September 30, 2015                      | $                              | 3,617                              | $     | 11,744  | $ | 15,361 
| | As at September 30, 2016                      | $                              | 2,169                              | $     | 7,922   | $ | 10,091 



| |         | 
| | ------- | 
| | - 137 - | 
| |         | 
| |         | 





ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



6.

ACQUISITION OF ALIANZA HOLDINGS LTD.



On April 29, 2015, the Company completed a Plan of Arrangement to acquire all of the issued and outstanding shares of Alianza Holdings Ltd. (formerly Estrella Gold Corporation, Estrella). Based on 46,650,304 Estrella shares outstanding, the Company issued 46,650,304 (ratio of 1) of its common shares to complete the transaction.  In connection with the Plan of Arrangement, the Company effected a consolidation of its issued share capital on a ten old shares for one new share basis and raised $750,000 by way of financing and issued 3 million units (Note 9(c)(vi)). On the post-consolidation basis, the shares issued to Estrella represent approximately 33.9% of the Companys issued and outstanding common shares.



As Estrella is in the early stage of exploration and does not yet have any processes or outputs, the acquisition was accounted for as a purchase of assets. The difference between the purchase consideration and the adjusted book values of Estrellas assets and liabilities was assigned to exploration and evaluation assets. The purchase price of the acquisition and the assets acquired are described below:



| |                                                                                     |                     
| | ----------------------------------------------------------------------------------- | --------------------
| | Purchase price                                                                      |                     
| | 46,650,304 common shares of Estrella by issue
of 46,650,304 Alianza shares @ $0.025 | $          1,166,258
| | Transaction costs                                                                   | 173,608             
| | Total purchase price                                                                | $          1,339,866



| |                                     |                      
| | ----------------------------------- | ---------------------
| | Assets acquired                     |                      
| | Net working capital deficiency      | $           (194,867)
| | Equipment                           | 14,522               
| | Investment in associate             | 567,416              
| | Exploration and evaluation assets   | 952,795              
| | Net identifiable assets of Estrella | $          1,339,866 



7.

EXPLORATION AND EVALUATION ASSETS



The Company follows the prospect generator model whereby it acquires projects on attractive terms, adds value through preliminary exploration efforts and then vends or options the project for further advancement.



Although the Company has taken steps to verify title to its unproven mineral right interests, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



The Company has properties in Peru (the Peru Properties), in Nevada, USA (the USA Properties) and in the Yukon Territory of Canada (the Canada Properties).  Following are summary tables of exploration and evaluation assets and brief summary descriptions of each of the exploration and evaluation assets:



| |         | 
| | ------- | 
| | - 138 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)





7.

EXPLORATION AND EVALUATION ASSETS continued

Exploration and Evaluation Assets for the year ended September 30, 2016

|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|------------------------------------------ | ----- | -------- | ----------- | --------- | - | ------------------------------- | ----- | -------- | - | --------- | - | --------- | - | -------- | - | ---------
|                                           | Peru  | USA      | Canada      | Mexico    |  
|                                           |       |          |             |           |   |                                 |      
|                                           | Yanac | Others   | East Walker | Others    |   | Yago                     Others | Total
|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Balance at September 30, 2015              | $     | 493,572  | $           | 617,459   | $ | 3,981                           | $     | 145,053  | $ | 1,174,169 | $ | 480,084   | $ | 18,400   | $ | 2,932,718
|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Additions during the year                  |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Exploration expenditures:                  |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Camp, travel and meals                     |       | 77       |             | 4,722     |   | -                               |       | -        |   | -         |   | -         |   | -        |   | 4,799    
|Geological consulting                      |       | 10,235   |             | 34,790    |   | 4,936                           |       | 16,990   |   | -         |   | -         |   | -        |   | 66,951   
|Legal and accounting                       |       | 1,877    |             | 716       |   | -                               |       | -        |   | -         |   | -         |   | -        |   | 2,593    
|Licence and permits                        |       | 12,413   |             | 58,211    |   | 5,231                           |       | 35,976   |   | -         |   | -         |   | -        |   | 111,831  
|Office and administrative fees             |       | 4,075    |             | 8,218     |   | -                               |       | -        |   | -         |   | -         |   | -        |   | 12,293   
|Rent                                       |       | -        |             | 1,985     |   | -                               |       | -        |   | -         |   | -         |   | -        |   | 1,985    
|Reporting, drafting, sampling and
analysis |       | 70       |             | 4,371     |   | -                               |       | -        |   | -         |   | -         |   | -        |   | 4,441    
|                                           |       | 28,747   |             | 113,013   |   | 10,167                          |       | 52,966   |   | -         |   | -         |   | -        |   | 204,893  
|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Less:                                      |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Write-down of properties                   |       | -        |             | -         |   | =                               |       | (31,664) |   | -         |   | (480,084) |   | (18,400) |   | (530,148)
|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Net additions / (subtractions)             |       | 28,747   |             | 113,013   |   | 10,167                          |       | 21,302   |   | -         |   | (480,084) |   | (18,400) |   | (325,255)
|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Foreign currency translation               |       | (11,538) |             | (101,980) |   | -                               |       | -        |   | -         |   | -         |   | -        |   | (113,518)
|                                           |       |          |             |           |   |                                 |       |          |   |           |   |           |   |          |   |          
|Balance at September 30, 2016              | $     | 510,781  | $           | 628,492   | $ | 14,148                          | $     | 166,355  | $ | 1,174,169 | $ | -         | $ | -        | $ | 2,493,945



| |         | 
| | ------- | 
| | - 139 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)





7.

EXPLORATION AND EVALUATION ASSETS continued

Exploration and Evaluation Assets for the year ended September 30, 2015

|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|------------------------------------------ | ----- | ------- | ----------- | ------- | - | ------------------------------- | ----- | --------- | - | --------- | - | ------- | - | ----------- | - | -----------
|                                           | Peru  | USA     | Canada      | Mexico  |  
|                                           |       |         |             |         |   |                                 |      
|                                           | Yanac | Others  | East Walker | Others  |   | Yago                     Others | Total
|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Balance at September 30, 2014              | $     | -       | $           | -       | $ | -                               | $     | 181,993   | $ | 1,174,169 | $ | 422,415 | $ | 2,307,486   | $ | 4,086,063  
|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Additions during the year                  |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Acquisition costs:                         |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Acquired through plan of arrangement       |       | 476,397 |             | 476,398 |   | -                               |       | -         |   | -         |   | -       |   | -           |   | 952,795    
|Holding                                    |       | -       |             | 35,198  |   | -                               |       | 6,036     |   | -         |   | 44,825  |   | 5,475       |   | 91,534     
|Property acquisition                       |       | -       |             | -       |   | 7,500                           |       | 52,500    |   | -         |   | -       |   | -           |   | 60,000     
|                                           |       | 476,397 |             | 511,596 |   | 7,500                           |       | 58,536    |   | -         |   | 44,825  |   | 5,475       |   | 1,104,329  
|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Exploration expenditures:                  |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Camp, travel and meals                     |       | -       |             | 323     |   | -                               |       | 5,156     |   | -         |   | 9,337   |   | 32          |   | 14,848     
|Community relations                        |       | -       |             | -       |   | -                               |       | -         |   | -         |   | -       |   | (602)       |   | (602)      
|Field supplies and maps                    |       | -       |             | -       |   | -                               |       | 750       |   | -         |   | 1,765   |   | 94          |   | 2,609      
|Geological consulting                      |       | 3,771   |             | 6,611   |   | 2,785                           |       | 15,778    |   | -         |   | 300     |   | -           |   | 29,245     
|Ground geophysics                          |       | -       |             | -       |   | -                               |       | -         |   | -         |   | -       |   | (165)       |   | (165)      
|Legal                                      |       | -       |             | -       |   | 377                             |       | 2,639     |   | -         |   | -       |   | -           |   | 3,016      
|Licence and permits                        |       | -       |             | -       |   | -                               |       | 57,078    |   | -         |   | -       |   | -           |   | 57,078     
|Office and administrative fees             |       | 2,446   |             | 553     |   | -                               |       | -         |   | -         |   | -       |   | -           |   | 2,999      
|Rent                                       |       | -       |             | 748     |   | -                               |       | 7,389     |   | -         |   | 1,442   |   | 1,192       |   | 10,771     
|Reporting, drafting, sampling and
analysis |       | -       |             | -       |   | -                               |       | 2,160     |   | -         |   | -       |   | -           |   | 2,160      
|                                           |       | 6,217   |             | 8,235   |   | 3,162                           |       | 90,950    |   | -         |   | 12,844  |   | 551         |   | 121,959    
|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Less:                                      |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Write-down of properties                   |       | -       |             | -       |   | (6,681)                         |       | (186,426) |   | -         |   | -       |   | (2,272,049) |   | (2,465,156)
|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Net additions / (subtractions)             |       | 482,614 |             | 519,831 |   | 3,981                           |       | (36,940)  |   | -         |   | 57,669  |   | (2,266,023) |   | (1,238,868)
|                                           |       |         |             |         |   |                                 |       |           |   |           |   |         |   |             |   |            
|Foreign currency translation               |       | 10,958  |             | 97,628  |   | -                               |       | -         |   | -         |   | -       |   | (23,063)    |   | 85,523     
|Balance at September 30, 2015              | $     | 493,572 | $           | 617,459 | $ | 3,981                           | $     | 145,053   | $ | 1,174,169 | $ | 480,084 | $ | 18,400      | $ | 2,932,718  



| |         | 
| | ------- | 
| | - 140 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



7.

EXPLORATION AND EVALUATION ASSETS  continued



Peru



On April 29, 2015, the Company acquired the Yanac, Isy and La Estrella properties in Peru through the Plan of Arrangement with Estrella (Note 6).



·

Yanac  located in Chincha region of the Department of Ica, south-central Peru.

·

Isy  located in the Department of Ayucucho, Peru.

·

La Estrella  located 130 kilometers south of Huancayo in the Department of Huancavelica, Peru.



a)

Yanac



On February 27, 2013, Cliffs Natural Resources Exploration Inc., a wholly owned subsidiary of Cliffs Natural Resources Inc. (Cliffs) and Estrella entered into a Limited Liability Company Membership Agreement (agreement) in respect of the Yanac property. In December 2015, Cliffs interest in Yanac was acquired by 50 King Capital Exploration Inc. (50 King), a private company, which took over all previous obligations of Cliffs.



On July 6, 2016, 50 King terminated the agreement, retaining only a 0.5% NSR on the Yanac property based on prior expenditures and transferred the ownership of the property back to the Company.



As of September 30, 2016, the Company had spent a total of $510,781 on the Yanac property.



USA



On June 10, 2013, the Company purchased from Almaden Minerals Ltd. (Almaden) two properties in Nevada, USA and five properties in Mexico by issuing 400,000 common shares (post 10:1 share consolidation) at a price of $0.55 per share to Almaden on July 25, 2013. Almaden also retains a 2% NSR royalty on future production on all these properties.



·

BP

·

Black Jack Springs (BJS)



In August 2015, the Company reduced the size of the BP property and dropped the BJS property and wrote off $116,207.



On January 27, 2015, the Company signed a binding agreement to acquire eight gold properties in Nevada, USA from Sandstorm Gold Ltd. (Sandstorm) by issuing 150,000 shares (post 10:1 share consolidation) to Sandstorm (Note 9(c)(iv)) and granting a net smelter returns royalty ranging from 0.5% to 1.0%.  The Company also granted Sandstorm a right of first refusal on any future metal streaming agreements on these properties.



·

Ashby

·

Bellview

·

Columbia

·

East Walker

·

Fri Gold

·

Horsethief

·

Hot Pot

·

Kobeh



| |         | 
| | ------- | 
| | - 141 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



7.

EXPLORATION AND EVALUATION ASSETS  continued



USA continued



In August 2015, the Company reduced the size of each of the Ashby, Bellview, Columbia, East Walker, Fri Gold and Horsethief properties as well as dropping the Hot Pot property and wrote off $76,900.



In March 2016, the Company reduced the size of the Bellview property and wrote off $3,133. During the year ended September 30, 2016, the Company also dropped the Columbia, Fri Gold and Kobeh properties and wrote off $28,531.



a)

East Walker



The East Walker property is located in Lyon County, west of Hawthorne.  A 2% NSR is payable to a previous owner of the property from production from some claims on the property.



As of September 30, 2016, the Company had spent $14,148 on advancing this property.



Canada



In 2010, the Company acquired the White River property through staking.  The White River property is located in the Yukon, northwest of Whitehorse.



On July 23, 2007, the Company purchased from Almaden certain properties in the Yukon and one property in Mexico (Erika) and Almaden has a 2% NSR royalty on future production from these mineral claims:



·

Goz Creek  located 180 kilometers north east of Mayo, Yukon.

·

MOR  located 35 kilometers east of Teslin, Yukon and is 1.5 kilometers north of the paved Alaska Highway.

·

Tim  located 72 kilometers west of Watson Lake, Yukon and 12 kilometers northeast of the Silvertip/Midway deposit.



On June 10, 2008, the Company signed another agreement with Almaden to acquire a 100% interest in the Prospector Mountain gold-silver-copper property, located in central Yukon. The Company issued 10,000 fully paid common shares (post 10:1 share consolidation) to Almaden and made a cash payment of $30,000 for a 100% interest in the property. Almaden will retain a 2% net smelter royalty (NSR) over any minerals produced from the property; however, half of the NSR may be purchased by the Company at any time after the production commences for fair value as determined by an independent valuator. The Company will also issue to Almaden 50,000 fully paid common shares (post 10:1 share consolidation) upon receipt of a positive bankable feasibility study for the property.



| |         | 
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| | - 142 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



7.

EXPLORATION AND EVALUATION ASSETS  continued



Mexico



On July 23, 2007, the Company purchased from Almaden the Erika property, along with four other existing properties in the Yukon. During the year ended September 30, 2015, the Company dropped the Erika property and wrote off all capitalized amounts of $2,242,889 associated with it (Note 17).



On June 10, 2013, the Company purchased from Almaden five properties in Mexico and two properties in Nevada USA by issuing 400,000 common shares (post 10:1 share consolidation) at a price of $0.55 per share to Almaden on July 25, 2013.



·

Yago

·

Gallo de Oro (this is part of the Yago property)

·

San Pedro

·

Mezquites

·

Llano Grande



In August 2015, the Company reduced the size of the Mezquites property and dropped the Llano Grande property and wrote off $29,160.



On February 16, 2016, the Company sold its remaining three Mexican properties, Yago, Mezquites and San Pedro, to Almadex Minerals Limited for $Nil proceeds. The Company retained a 1% Net Smelter Royalty which is capped at $1,000,000. These properties were written down to $Nil prior to the sale and the Company has no remaining property interest in Mexico.



8.

INVESTMENT IN ASSOCIATE



On April 29, 2015, the Company acquired a 36% interest in Pucarana S.A.C. (Pucarana), an exploration company in Peru holding the Pucarana property, through the Plan of Arrangement with Estrella (Note 6).



On May 22, 2015, Pucarana signed an Assignment Agreement with Compania de Minas Buenaventura S.A.A. (Buenaventura) whereby Pucarana assigned to Buenaventura the rights to the Pucarana property.  In consideration, Buenaventura granted a 3% NSR royalty to Pucarana that is then distributed as to 60% to Alamos Gold Inc. (1.8% NSR), 36% to Estrella (1.08% NSR) and 4% to Gallant Minerals Ltd (0.12% NSR).



Prior to the Companys investment in Pucarana, Estrella had capitalized, as exploration and evaluation assets, $566,782 in exploration and evaluation expenditures incurred on its Pucarana property. This amount, with minor adjustments, has been carried forward as the cost of the Companys 36% investment. The investment is accounted for using the equity method. To date, no dividends have been received from the associate. As at September 30, 2016, summarized financial information for the associate is as follows:



·

Current assets - $2,728 (2015 - $52,400)

·

Non-current assets - $52,785 (2015 - $52,800)

·

Current liabilities - $199 (2015 - $Nil)

·

Non-current liabilities - $70,992 (2015 - $62,300)



To date, there is no profit or loss from continuing operations.



| |         | 
| | ------- | 
| | - 143 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



9.

SHARE CAPITAL



a)

Authorized:



As at September 30, 2016, the authorized share capital is comprised of an unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series.  All issued shares are fully paid.



b)

Share consolidation



On April 29, 2015, the Company consolidated its share capital on the basis of one new share for every 10 old shares. All references to the number of shares and per share amounts have been retroactively restated to reflect the consolidation.



c)

Issued:



During the year ended September 30, 2014, the Company:



i)

Completed a non-brokered private placement on December 16, 2013 by issuing 483,667 units (Unit) at a price of $0.75 per Unit for gross proceeds of $362,750. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $1.50.  Insiders participated in the offering for a total of 210,000 Units for gross proceeds of $157,500. Under the residual value approach, no value was assigned to the warrant component of the Units.  The Company incurred share issue costs of $15,689 in connection with this financing.



ii)

Completed a non-brokered private placement on March 17, 2014 by issuing 266,667 units (Unit) at a price of $0.75 per Unit for gross proceeds of $200,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $1.50.  Insiders participated in the offering for a total of 94,333 Units for gross proceeds of $70,750.  Under the residual value approach, no value was assigned to the warrant component of the Units.  The Company incurred share issue costs of $11,521 in connection with this financing.



iii)

Completed a non-brokered private placement on September 11, 2014 by issuing 900,000 units (Unit) at a price of $0.50 per Unit for gross proceeds of $450,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $1.00.  In connection with the financing, the Company paid $9,600 as a cash finders fee and issued 26,880 finders warrants, each of which is exercisable into one common share at a price of $0.50 for a period of 12 months. The value of the finders warrants was determined to be $8,747 and was calculated using the Black-Scholes option pricing model.  Insiders participated in the offering for a total of 207,000 Units for gross proceeds of $103,500. Under the residual value approach, no value was assigned to the warrant component of the Units.  The Company incurred additional share issue costs of $25,721 in connection with this financing.



During the year ended September 30, 2015, the Company:



iv)

Issued 150,000 common shares to Sandstorm at a price of $0.40 per share for a total consideration of $60,000 to pay for eight exploration and evaluation asset properties in Nevada, USA (Note 7 USA).



| |         | 
| | ------- | 
| | - 144 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



9.

SHARE CAPITAL continued



c)

Issued  continued



v)

Completed the acquisition of all of the outstanding common shares of Estrella on April 29, 2015. As part of the consideration, the Company issued 4,665,032 common shares (post 10:1 share consolidation) with a fair value of $1,166,258 (Note 6).



vi)

Completed a non-brokered private placement on April 29, 2015 by issuing 3,000,000 units (Unit) at a price of $0.25 per Unit for gross proceeds of $750,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $0.40.  In connection with the financing, the Company paid $1,500 as a cash finders fee and issued 6,000 finders warrants, each of which is exercisable into one common share at a price of $0.25 for a period of 12 months. The value of the finders warrants was determined to be $955 and was calculated using the Black-Scholes option pricing model.  Insiders participated in the offering for a total of 172,000 Units for gross proceeds of $43,000. Under the residual value approach, no value was assigned to the warrant component of the Units.  The Company incurred additional share issue costs of $12,662 in connection with this financing.



During the year ended September 30, 2016, the Company:



vii)On March 2, 2016, the Company settled a debt owing to its largest shareholder, Pacific Opportunity Capital Ltd. (Pacific) in the amount of $300,000 for 2,000,000 common shares at a price of $0.15 per common share. Pacific has arranged for 500,000 of these issued debt settlement shares to be set aside in a Bonus Pool to be granted to management based on the successful completion of certain milestones relating to the execution of the Companys joint venture business model.



viii) Completed a non-brokered private placement on March 8, 2016 by issuing 7,000,000 units (Unit) at a price of $0.10 per Unit for gross proceeds of $700,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 4 year period at a price of $0.15.  In connection with the financing, the Company paid $22,375 as a cash finders fee and issued 223,750 finders warrants, each of which is exercisable into one Unit at a price of $0.10 for a period of 18 months. Each Unit consists of one common share and one non-transferable warrant exercisable for a 4 year period at a price of $0.15.  The value of the finders warrants was determined to be $22,979 and was calculated using the Black-Scholes option pricing model.  Under the residual value approach, no value was assigned to the warrant component of the Units.  The Company incurred additional share issue costs of $29,629 in connection with this financing.



ix)

Completed a non-brokered private placement on April 7, 2016 by issuing 3,100,000 units (Unit) at a price of $0.10 per Unit for gross proceeds of $310,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 4 year period at a price of $0.15.  In connection with the financing, the Company issued 155,000 finders warrants, each of which is exercisable into one Unit at a price of $0.10 for a period of 18 months.  Each Unit consists of one common share and one non-transferable warrant exercisable for a 4 year period at a price of $0.15. The value of the finders warrants was determined to be $15,919 and was calculated using the Black-Scholes option pricing model.  Under the residual value approach, no value was assigned to the warrant component of the Units. The Company incurred additional share issue costs of $7,400 in connection with this financing.



| |         | 
| | ------- | 
| | - 145 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



9.

SHARE CAPITAL continued



c)

Issued  continued



x)

Completed a non-brokered private placement on September 28, 2016 by issuing 2,400,000 units (Unit) at a price of $0.125 per Unit for gross proceeds of $300,000. Each Unit consists of one common share and a half non-transferable warrant. Each whole warrant entitles the holder to purchase one additional common share for a 3 year period at a price of $0.20.  In connection with the financing, the Company paid $2,500 as a cash finders fee and issued 20,000 finders warrants, each of which is exercisable into one Unit at a price of $0.125 for a period of 18 months.  Each finders warrant consists of one common share and one half non-transferable warrant exercisable for a 3 year period at a price of $0.20. The value of the finders warrants was determined to be $1,050 and was calculated using the Black-Scholes option pricing model.  Under the residual value approach, no value was assigned to the warrant component of the Units.  The Company incurred additional share issue costs of $9,850 in connection with this financing.



10.

STOCK OPTIONS AND WARRANTS



a)

Stock option compensation plan



The Company grants stock options to directors, officers, employees and consultants pursuant to the Companys Stock Option Plan (the Plan).  The number of options that may be issued pursuant to the Plan are limited to 10% of the Companys issued and outstanding common shares and to other restrictions with respect to any single participant (not greater than 5% of the issued common shares) or any one consultant (not greater than 2% of the issued common shares).



Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than one quarter of the options vesting in any 3 month period.



Vesting provisions may also be applied to other option grants, at the discretion of the directors.  Options issued pursuant to the Plan will have an exercise price as determined by the directors, and permitted by the TSX-V, at the time of the grant. Options have a maximum expiry date of 5 years from the grant date.



Stock option transactions and the number of stock options for the year ended September 30, 2016 are summarized as follows:



| |                                 |                |                    |           |           |                    |                   
| | ------------------------------- | -------------- | ------------------ | --------- | --------- | ------------------ | ------------------
| | Expiry date                     | Exercise
price | September 30,
2015 | Granted   | Exercised | Expired/
cancelled | September 30,
2016
| | October 1, 2015                 | $0.25          | 6,000              | -         | -         | (6,000)            | -                 
| | May 7, 2017                     | $0.25          | 4,500              | -         | -         | -                  | 4,500             
| | February 25, 2019               | $0.25          | 22,500             | -         | -         | -                  | 22,500            
| | April 29, 2020                  | $0.25          | 1,265,500          | -         | -         | (1,000)            | 1,264,500         
| | April 29, 2021                  | $0.25          | -                  | 100,000   | -         | -                  | 100,000           
| | September 30, 2021              | $0.15          | -                  | 1,270,000 | -         | -                  | 1,270,000         
| | Options outstanding             |                | 1,298,500          | 1,370,000 | -         | (7,000)            | 2,661,500         
| | Options exercisable             |                | 1,298,500          | 1,370,000 | -         | (7,000)            | 2,661,500         
| | Weighted average
exercise price |                | $0.25              | $0.16     | $Nil      | $0.25              | $0.20             



| |         | 
| | ------- | 
| | - 146 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



10.

STOCK OPTIONS AND WARRANTS continued



a)

Stock option compensation plan  continued



As at September 30, 2016, the weighted average contractual remaining life of options is 4.28 years (September 30, 2015  4.53 years; September 30, 2014  2.97 years).  The weighted average fair value of stock options granted during the year ended September 30, 2016 was $0.12 (2015 - $0.22; 2014 - $0.80).



Stock option transactions and the number of stock options for the year ended September 30, 2015 are summarized as follows:



| |                                 |                |                    |           |           |                    |                   
| | ------------------------------- | -------------- | ------------------ | --------- | --------- | ------------------ | ------------------
| | Expiry date                     | Exercise
price | September 30,
2014 | Granted   | Exercised | Expired/
cancelled | September 30,
2015
| | October 5, 2014                 | $3.00          | 10,000             | -         | -         | (10,000)           | -                 
| | June 23, 2015                   | $2.00          | 10,000             | -         | -         | (10,000)           | -                 
| | October 1, 2015                 | $5.90          | 86,500             | -         | -         | (86,500)           | -                 
| | May 4, 2016                     | $6.10          | 42,500             | -         | -         | (42,500)           | -                 
| | May 7, 2017                     | $2.60          | 63,500             | -         | -         | (63,500)           | -                 
| | February 25, 2019               | $1.00          | 212,500            | -         | -         | (212,500)          | -                 
| | October 1, 2015                 | $0.25          | -                  | 6,000     | -         | -                  | 6,000             
| | May 7, 2017                     | $0.25          | -                  | 4,500     | -         | -                  | 4,500             
| | February 25, 2019               | $0.25          | -                  | 22,500    | -         | -                  | 22,500            
| | April 29, 2020                  | $0.25          | -                  | 1,265,500 | -         | -                  | 1,265,500         
| | Options outstanding             |                | 425,000            | 1,298,500 | -         | (425,000)          | 1,298,500         
| | Options exercisable             |                | 425,000            | 1,298,500 | -         | (425,000)          | 1,298,500         
| | Weighted average
exercise price |                | $2.80              | $0.25     | $Nil      | $2.80              | $0.25             



Stock option transactions and the number of stock options for the year ended September 30, 2014 are summarized as follows:



| |                                 |                |                    |         |           |                    |                   
| | ------------------------------- | -------------- | ------------------ | ------- | --------- | ------------------ | ------------------
| | Expiry date                     | Exercise
price | September 30,
2013 | Granted | Exercised | Expired/
cancelled | September 30,
2014
| | December 11, 2013               | $1.00          | 27,500             | -       | -         | (27,500)           | -                 
| | October 5, 2014                 | $3.00          | 10,000             | -       | -         | -                  | 10,000            
| | June 23, 2015                   | $2.00          | 10,000             | -       | -         | -                  | 10,000            
| | October 1, 2015                 | $5.90          | 86,500             | -       | -         | -                  | 86,500            
| | May 4, 2016                     | $6.10          | 42,500             | -       | -         | -                  | 42,500            
| | May 7, 2017                     | $2.60          | 64,500             | -       | -         | (1,000)            | 63,500            
| | February 25, 2019               | $1.00          | -                  | 213,000 | -         | (500)              | 212,500           
| | Options outstanding             |                | 241,000            | 213,000 | -         | (29,000)           | 425,000           
| | Options exercisable             |                | 241,000            | 213,000 | -         | (29,000)           | 425,000           
| | Weighted average
exercise price |                | $4.20              | $1.00   | $Nil      | $1.10              | $2.80             



The weighted average assumptions used to estimate the fair value of options for the years ended September 30, 2016, 2015 and 2014 were as follows:



| |                         |         |         |        
| | ----------------------- | ------- | ------- | -------
| |                         | 2016    | 2015    | 2014   
| | Risk-free interest rate | 1.27%   | 1.18%   | 1.67%  
| | Expected life           | 5 years | 5 years | 5 years
| | Expected volatility     | 137.37% | 143.00% | 136.51%
| | Expected dividend yield | nil     | nil     | nil    



| |         | 
| | ------- | 
| | - 147 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



10.

STOCK OPTIONS AND WARRANTS continued



b)

Warrants



On April 29, 2015, the Companys warrants were consolidated on a 10 for 1 basis and the exercise prices were reflected as such (Note 9(b)).



The continuity of warrants for the year ended September 30, 2016 is as follows:



| |                                 |                |                    |            |           |         |                   
| | ------------------------------- | -------------- | ------------------ | ---------- | --------- | ------- | ------------------
| | Expiry date                     | Exercise
price | September 30,
2015 | Issued     | Exercised | Expired | September 30,
2016
| | December 16, 2016               | $1.50          | 483,666            | -          | -         | -       | 483,666           
| | March 17, 2017                  | $1.50          | 266,667            | -          | -         | -       | 266,667           
| | May 15, 2017                    | $1.00          | 1,200,000          | -          | -         | -       | 1,200,000         
| | September 11, 2017              | $1.00          | 900,000            | -          | -         | -       | 900,000           
| | October 3, 2017                 | $0.40          | 687,000            | -          | -         | -       | 687,000           
| | October 9, 2017                 | $0.40          | 755,500            | -          | -         | -       | 755,500           
| | December 24, 2017               | $1.00          | 300,000            | -          | -         | -       | 300,000           
| | April 29, 2018                  | $0.40          | 3,000,000          | -          | -         | -       | 3,000,000         
| | March 8, 2020                   | $0.15          | -                  | 7,000,000  | -         | -       | 7,000,000         
| | April 7, 2020                   | $0.15          | -                  | 3,100,000  | -         | -       | 3,100,000         
| | September 28, 2019              | $0.20          | -                  | 1,200,000  | -         | -       | 1,200,000         
| | Outstanding                     |                | 7,592,833          | 11,300,000 | -         | -       | 18,892,833        
| | Weighted average
exercise price |                | $0.70              | $0.16      | $Nil      | $Nil    | $0.37             



*Subsequently, 483,666 warrants expired.



As at September 30, 2016, the weighted average contractual remaining life of warrants is 2.49 years (September 30, 2015  2.11 years; September 30, 2014  2.17 years).



The continuity of warrants for the year ended September 30, 2015 is as follows:



| |                                 |                |                    |                                |           |           |         |                   
| | ------------------------------- | -------------- | ------------------ | ------------------------------ | --------- | --------- | ------- | ------------------
| | Expiry date                     | Exercise
price | September 30,
2014 | Issued per
Plan of
Arrangement | Issued    | Exercised | Expired | September 30,
2015
| | December 16, 2016               | $1.50          | 483,666            | -                              | -         | -         | -       | 483,666           
| | March 17, 2017                  | $1.50          | 266,667            | -                              | -         | -         | -       | 266,667           
| | May 15, 2017                    | $1.00          | -                  | 1,200,000                      | -         | -         | -       | 1,200,000         
| | September 11, 2017              | $1.00          | 900,000            | -                              | -         | -         | -       | 900,000           
| | October 3, 2017                 | $0.40          | 687,000            | -                              | -         | -         | -       | 687,000           
| | October 9, 2017                 | $0.40          | -                  | 755,500                        | -         | -         | -       | 755,500           
| | December 24, 2017               | $1.00          | -                  | 300,000                        | -         | -         | -       | 300,000           
| | April 29, 2018                  | $0.40          | -                  | -                              | 3,000,000 | -         | -       | 3,000,000         
| | Outstanding                     |                | 2,337,333          | 2,255,500                      | 3,000,000 | -         | -       | 7,592,833         
| | Weighted average
exercise price |                | $0.98              | $0.80                          | $0.40     | $Nil      | $Nil    | $0.70             



| |         | 
| | ------- | 
| | - 148 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



10.

STOCK OPTIONS AND WARRANTS continued



b)

Warrants  continued



The continuity of warrants for the year ended September 30, 2014 is as follows:



| |                                 |                |                    |           |           |         |                   
| | ------------------------------- | -------------- | ------------------ | --------- | --------- | ------- | ------------------
| | Expiry date                     | Exercise
price | September 30,
2013 | Issued    | Exercised | Expired | September 30,
2014
| | October 3, 2015                 | $2.50          | 687,000            | -         | -         | -       | 687,000           
| | December 16, 2016               | $1.50          | -                  | 483,666   | -         | -       | 483,666           
| | March 17, 2017                  | $1.50          | -                  | 266,667   | -         | -       | 266,667           
| | September 11, 2017              | $1.00          | -                  | 900,000   | -         | -       | 900,000           
| | Outstanding                     |                | 687,000            | 1,650,333 | -         | -       | 2,337,333         
| | Weighted average
exercise price |                | $2.50              | $1.20     | $Nil      | $Nil    | $1.60             



c)

Finders warrants



On April 29, 2015, the Companys finders warrants were consolidated on a 10 for 1 basis and the exercise prices were reflected as such (Note 9(b)).



The continuity of finders warrants for the year ended September 30, 2016 is as follows:



| |                                 |     |                |                    |         |           |           |                   
| | ------------------------------- | --- | -------------- | ------------------ | ------- | --------- | --------- | ------------------
| | Expiry date                     |     | Exercise
price | September 30,
2015 | Issued  | Exercised | Expired   | September 30,
2016
| | October 3, 2015                 |     | $1.50          | 47,150             | -       | -         | (47,150)  | -                 
| | October 9, 2015                 |     | $1.50          | 56,500             | -       | -         | (56,500)  | -                 
| | April 29, 2016                  |     | $0.25          | 6,000              | -       | -         | (6,000)   | -                 
| | September 8, 2017               | (1) | $0.10          | -                  | 223,750 | -         | -         | 223,750           
| | October 7, 2017                 | (2) | $0.10          | -                  | 155,000 | -         | -         | 155,000           
| | March 28, 2018                  | (3) | $0.125         | -                  | 20,000  | -         | -         | 20,000            
| | Outstanding                     |     |                | 109,650            | 398,750 | -         | (109,650) | 398,750           
| | Weighted average
exercise price |     |                | $1.43              | $0.10   | $Nil      | $1.43     | $0.10             



(1) The finders warrants are exercisable into units, with each unit consisting of one common share and one warrant exercisable at $0.15 until March 8, 2020.

(2)The finders warrants are exercisable into units, with each unit consisting of one common share and one warrant exercisable at $0.15 until April 7, 2020.

(3)The finders warrants are exercisable into units, with each unit consisting of one common share and one half warrant exercisable at $0.20 until September 28, 2019.



As at September 30, 2016, the weighted average contractual remaining life of finders warrants is 1.00 years (September 30, 2015  0.05 years; September 30, 2014  0.99 years).



| |         | 
| | ------- | 
| | - 149 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



10.

STOCK OPTIONS AND WARRANTS continued



c)

Finders warrants  continued



The continuity of finders warrants for the year ended September 30, 2015 is as follows:



| |                                 |                |                    |                                |        |           |          |                   
| | ------------------------------- | -------------- | ------------------ | ------------------------------ | ------ | --------- | -------- | ------------------
| | Expiry date                     | Exercise
price | September 30,
2014 | Issued per
Plan of
Arrangement | Issued | Exercised | Expired  | September 30,
2015
| | September 11, 2015              | $0.50          | 26,880             | -                              | -      | -         | (26,880) | -                 
| | October 3, 2015                 | $1.50          | 47,150             | -                              | -      | -         | -        | 47,150            
| | October 9, 2015                 | $1.50          | -                  | 56,500                         | -      | -         | -        | 56,500            
| | April 29, 2016                  | $0.25          | -                  | -                              | 6,000  | -         | -        | 6,000             
| | Outstanding                     |                | 74,030             | 56,500                         | 6,000  | -         | (26,880) | 109,650           
| | Weighted average
exercise price |                | $1.10              | $1.50                          | $0.25  | $Nil      | $0.50    | $1.43             



The continuity of finders warrants for the year ended September 30, 2014 is as follows:



| |                                 |                |                    |        |           |         |                   
| | ------------------------------- | -------------- | ------------------ | ------ | --------- | ------- | ------------------
| | Expiry date                     | Exercise
price | September 30,
2013 | Issued | Exercised | Expired | September 30,
2014
| | October 3, 2015                 | $1.50          | 47,150             | -      | -         | -       | 47,150            
| | September 11, 2015              | $0.50          | -                  | 26,880 | -         | -       | 26,880            
| | Outstanding                     |                | 47,150             | 26,880 | -         | -       | 74,030            
| | Weighted average
exercise price |                | $1.50              | $0.50  | $Nil      | $Nil    | $1.10             



The weighted average assumptions used to estimate the fair value of finders warrants for the years ended September 30, 2016, 2015 and 2014 were as follows:



| |                         |           |         |        
| | ----------------------- | --------- | ------- | -------
| |                         | 2016      | 2015    | 2014   
| | Risk-free interest rate | 0.62%     | 0.90%   | 1.14%  
| | Expected life           | 1.5 years | 1 year  | 1 year 
| | Expected volatility     | 146.22%   | 181.06% | 132.93%
| | Expected dividend yield | nil       | nil     | nil    



| |         | 
| | ------- | 
| | - 150 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



11.

RELATED PARTY TRANSACTIONS



The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:



For the year ended September 30, 2016

| |                                                   |                              |                           |                           |                      |                      |                
| | ------------------------------------------------- | ---------------------------- | ------------------------- | ------------------------- | -------------------- | -------------------- | ---------------
| |                                                   | Short-term
employee
benefits | Post-
employment
benefits | Other long-
term benefits | Termination
benefits | Share-based
payments | Total          
| | Jason Weber
Chief Executive Officer,
Director (b) | $      120,000               | $            Nil          | $            Nil          | $            Nil     | $      23,560        | $      143,560 
| | Winnie Wong
Chief Financial Officer               | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      17,670        | $        17,760
| | Marc G. Blythe
Director (c)                       | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      11,780        | $        11,780
| | Mark T. Brown,
Director (a)                       | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      17,670        | $        17,760
| | Craig Lindsay
Director                            | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      11,780        | $        11,780
| | John Wilson
Director                              | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      11,780        | $        11,780
| | Geoff Chater
Director                             | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      26,380        | $        26,380



For the year ended September 30, 2015

| |                                                   |                              |                           |                           |                      |                      |              
| | ------------------------------------------------- | ---------------------------- | ------------------------- | ------------------------- | -------------------- | -------------------- | -------------
| |                                                   | Short-term
employee
benefits | Post-
employment
benefits | Other long-
term benefits | Termination
benefits | Share-based
payments | Total        
| | Jason Weber
Chief Executive Officer,
Director (b) | $        50,000              | $            Nil          | $            Nil          | $            Nil     | $      28,590        | $      78,590
| | Winnie Wong
Chief Financial Officer (d)           | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      28,590        | $      28,590
| | Marc G. Blythe
Director (c)                       | $      127,500               | $            Nil          | $            Nil          | $            Nil     | $      28,590        | $    156,090 
| | Mark T. Brown,
Director (a)                       | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      28,590        | $      28,590
| | Adrian Fleming
Director                           | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      19,060        | $      19,060
| | Craig Lindsay
Director                            | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      19,060        | $      19,060
| | John Wilson
Director                              | $              Nil           | $            Nil          | $            Nil          | $            Nil     | $      19,060        | $      19,060



| |         | 
| | ------- | 
| | - 151 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



11. RELATED PARTY TRANSACTIONS continued



For the year ended September 30, 2014

| |                                                      |                              |                           |                           |                      |                      |              
| | ---------------------------------------------------- | ---------------------------- | ------------------------- | ------------------------- | -------------------- | -------------------- | -------------
| |                                                      | Short-term
employee
benefits | Post-
employment
benefits | Other long-
term benefits | Termination
benefits | Share-based
payments | Total        
| | Marc G. Blythe
Chief Executive
Officer, Director (c) | $       175,000              | $           Nil           | $             Nil         | $            Nil     | $      35,301        | $    210,301 
| | Mark T. Brown
Chief Financial
Officer, Director (a)  | $               Nil          | $           Nil           | $             Nil         | $            Nil     | $      35,301        | $      35,301
| | Adrian Fleming
Director                              | $               Nil          | $           Nil           | $             Nil         | $            Nil     | $      15,689        | $      15,689
| | Craig Lindsay
Director                               | $               Nil          | $           Nil           | $             Nil         | $            Nil     | $      15,689        | $      15,689
| | Jason Weber
Director                                 | $               Nil          | $           Nil           | $             Nil         | $            Nil     | $      15,689        | $      15,689



Related party transactions and balances

| |                                      |                                                              |                    |                    |                          |                         
| | ------------------------------------ | ------------------------------------------------------------ | ------------------ | ------------------ | ------------------------ | ------------------------
| |                                      |                                                              | Years ended        | Balance due       
| |                                      | Services                                                     | September 30,
2016 | September 30,
2015 | As at
September 30,
2016 | As at
September 30,
2015
| | Amounts due to:                      |                                                              |                    |                    |                          |                         
| | Jason Weber (b)                      | Consulting fee and
Share-based payment                       | $       143,560    | $           78,590 | $         10,733         | $           10,500      
| | Marc. G. Blythe (c)                  | Wages, consulting fee
and share-based
payment                | $         11,780   | $         156,090  | $                   -    | $                     - 
| | Pacific Opportunity
Capital Ltd. (a) | Accounting, financing and shareholder
communication
services | $       189,375    | $         229,200  | $       160,738          | $         314,676       
| | TOTAL:                               |                                                              |                    |                    | $       171,471          | $         325,176       



(a) The president of Pacific Opportunity Capital Ltd., a private company, is a director of the Company. Of this amount, $130,000 has been classified as non-current liability while the remaining $30,738 has been classified as current liability.

(b) Jason Weber was appointed as the Chief Executive Officer effective April 29, 2015.

(c) Marc Blythe resigned from being the Chief Executive Officer effective April 29, 2015. Mr. Blythe remains as a director of the Company.



| |         | 
| | ------- | 
| | - 152 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



12.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS



The significant non-cash investing and financing transactions during the year ended September 30, 2016 were as follows:

·

As at September 30, 2016, a total of $12,316 in exploration and evaluation asset costs and a total of $12,463 in share issue costs were included in accounts payable and accrued liabilities;

·

The Company recorded $300,000 in share capital related to the issue of common shares pursuant to the shares for debt settlement; and

·

The Company recorded $39,948 in share issue costs related to the issue of finders warrants pursuant to the private placement financing completed.



The significant non-cash investing and financing transactions during the year ended September 30, 2015 were as follows:

·

The Company recorded $60,000 in share capital related to the issue of common shares pursuant to the acquisition of exploration and evaluation assets (Note 7 USA);

·

The Company recorded $1,166,258 in share capital, $14,522 in equipment, $567,416 in investment in associate, working capital deficiency of $194,867, and $952,795 in exploration and evaluation assets related to the completion of the Plan of Arrangement with Estrella (Note 6); and

·

As at September 30, 2015, a total of $123,134 in exploration and evaluation assets and a total of 8,000 in share issue costs were included in accounts payable and accrued liabilities.



The significant non-cash investing and financing transactions during the year ended September 30, 2014 were as follows:

·

As at September 30, 2014, a total of $70,575 in exploration and evaluation asset costs and a total of $16,000 in share issue costs were included in accounts payable and accrued liabilities.

·

The Company recorded $8,747 in share issue costs related to the issue of finders warrants pursuant to the private placement financing completed.



13.

SEGMENTED INFORMATION



The Company has one reportable operating segment, that being the acquisition and exploration of mineral properties.  Geographical information is as follows:



| |                    |                    |                    |   |          
| | ------------------ | ------------------ | ------------------ | - | ---------
| |                    | September 30, 2016 | September 30, 2015
| | Non-current assets |                    |                    |   |          
| | Mexico             | $                  | -                  | $ | 498,484  
| | USA                |                    | 180,503            |   | 149,034  
| | Peru               |                    | 1,709,112          |   | 1,686,124
| | Canada             |                    | 1,174,348          |   | 1,175,691
| |                    | $                  | 3,063,963          | $ | 3,509,333



| |         | 
| | ------- | 
| | - 153 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



14.

INCOME TAXES



A reconciliation of income taxes at statutory rates with the reported taxes is as follows:



| |                                                          |      |             |   |            
| | -------------------------------------------------------- | ---- | ----------- | - | -----------
| |                                                          | 2016 | 2015       
| |                                                          |      |             |   |            
| | Loss before income taxes                                 | $    | (1,453,316) | $ | (3,362,806)
| |                                                          |      |             |   |            
| | Expected income tax recovery                             | $    | (382,000)   | $ | (871,000)  
| | Permanent differences                                    |      | 43,000      |   | 65,000     
| | Share issue costs                                        |      | (13,000)    |   | (10,000)   
| | Change in unrecognized deductible temporary differences  |      | 352,000     |   | 816,000    
| | Recovery of prior years deferred income tax liabilities |      | -           |   | (532,000)  
| | Total deferred income tax (recovery) expense             | $    | -           | $ | (532,000)  



The significant components of the Companys temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:



| |                                                 |            |                   |            |                  
| | ----------------------------------------------- | ---------- | ----------------- | ---------- | -----------------
| |                                                 | 2016       | Expiry Date Range | 2015       | Expiry Date Range
| | Temporary Differences                           | $          |                   | $          |                  
| | Exploration and evaluation assets               | 3,873,000  | No expiry date    | 3,319,000  | No expiry date   
| | Property and equipment                          | 119,000    | No expiry date    | 114,000    | No expiry date   
| | Share issue costs                               | 102,000    | 2037 to 2040      | 80,000     | 2036 to 2039     
| | Allowable capital losses                        | 1,591,000  | No expiry date    | 577,000    | No expiry date   
| | Non-capital losses available for
future periods | 13,712,000 | 2017 to 2036      | 13,361,000 | 2016 to 2035     



Tax attributes are subject to review, and potential adjustment, by tax authorities.



15.

FINANCIAL INSTRUMENTS



The Companys financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, market risk and commodity price risk.



(a)

Currency risk



The Companys property interests in Peru and USA make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Companys financial position, results of operations and cash flows.  The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. TheCompanys exploration program, some of its general and administrative expenses and financial instruments denoted in a foreign currency are exposed to currency risk.  A 10% change in the Peruvian nuevo sol and US dollar over the Canadian dollar would change the results of operations by approximately $20,740.



| |         | 
| | ------- | 
| | - 154 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



15.

FINANCIAL INSTRUMENTS continued



(b)

Credit risk



Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Companys credit risk is primarily attributable to the liquidity of its cash. The Company limits exposure to credit risk by maintaining its cash with a large Canadian financial institution.



(c)

Liquidity risk



Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Companys holdings of cash. The Company has sufficient cash to settle its current liabilities, but further funding will be required to meet the Companys short-term and long-term operating needs. The Company manages liquidity risk through the management of its capital structure.



Accounts payable and accrued liabilities are due within the current operating period.



(d)

Market risk



Market risks to which the Company is exposed include unfavorable movements in commodity prices, interest rates, and foreign exchange rates.  As at September 30, 2016, the Company has no producing assets and holds the majority of its cash in secure, Canadian dollar-denominated deposits.  Consequently, its exposure to these risks has been significantly reduced, but as the Company redeploys its cash, exposure to these risks may increase. The objective of the Company is to mitigate exposure to these risks while maximizing returns.



The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.



i)

Interest rate risk



As at September 30, 2016, the Companys exposure to movements in interest rates was limited to potential decreases in interest income from changes to the variable portion of interest rates for its cash.  Market interest rates in Canada are at historically low levels, so management does not consider the risk of interest rate declines to be significant, but should such risks increase the Company may mitigate future exposure by entering into fixed-rate deposits.  A 1% change in the interest rate, with other variables unchanged, would affect the Company by an annualized amount of interest equal to approximately $4,000.



| |         | 
| | ------- | 
| | - 155 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



15.

FINANCIAL INSTRUMENTS continued



(d)

Market risk  continued



ii)

Foreign exchange risk



The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company may maintain cash and other financial instruments, or may incur revenues and expenditures in currencies other than the Canadian dollar. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, which may include but are not limited to US dollars and Peruvian nuevo sol, could have an effect on the Companys results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.



(e)

Commodity price risk



The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of minerals such as gold, zinc, lead and copper. The Companys input costs are also affected by the price of fuel.  The Company closely monitors mineral and fuel prices to determine the appropriate course of action to be taken by the Company.



IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:



Level 1  quoted prices (unadjusted) in active markets for identical assets or liabilities;



Level 2  inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and



Level 3  inputs for the asset or liability that are not based on observable market data (unobservable inputs).



The following table sets forth the Companys financial assets measured at fair value by level within the fair value hierarchy.



| |                          |   |         |   |         |   |         |   |        
| | ------------------------ | - | ------- | - | ------- | - | ------- | - | -------
| | As at September 30, 2016 |   | Level 1 |   | Level 2 |   | Level 3 |   | Total  
| | Assets:                  |   |         |   |         |   |         |   |        
| | Cash                     | $ | 421,699 | $ | -       | $ | -       | $ | 421,699



| |                          |   |         |   |         |   |         |   |       
| | ------------------------ | - | ------- | - | ------- | - | ------- | - | ------
| | As at September 30, 2015 |   | Level 1 |   | Level 2 |   | Level 3 |   | Total 
| | Assets:                  |   |         |   |         |   |         |   |       
| | Cash                     | $ | 17,000  | $ | -       | $ | -       | $ | 17,000



| |         | 
| | ------- | 
| | - 156 - | 
| |         | 
| |         | 



ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2016, 2015 AND 2014

(Presented in Canadian Dollars)



16.

MANAGEMENT OF CAPITAL RISK



The Company considers items included in shareholders equity as capital.  The Companys objectives when managing capital are to safeguard the Companys ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.



The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.



In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.



In order to maximize ongoing development efforts, the Company does not pay out dividends.  The Companys investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations.  The Companys approach to managing capital remains unchanged from the year ended September 30, 2015.



17.

CONTINGENT LIABILITIES



As a result of the administrative practices with respect to mining taxation in Mexico, there can be significant uncertainty, in regards to when, or if, taxes are payable and the amount that may ultimately be payable. As at September 30, 2015, Mexican claim taxes totalling approximately $766,000 had been levied. Of this amount, $563,000 ($193,000 for 2014 and $370,000 for 2015) related to properties that were held by Minera Tarsis, S.A. de C.V., which the Company had applied to wind up, and $203,000 ($63,000 for 2014 and $140,000 for 2015) related to properties being acquired. On February 16, 2016, the Company sold all its Mexican properties, Yago, Mezquites and San Pedro, to Almadex, and reduced the claim taxes to $173,783. These taxes will never be paid in full and any amount that will, or might, be payable cannot realistically be determined at this time. Accordingly, these taxes have been disclosed as a contingent liability, and not recognized as a liability or provision.



| |         | 
| | ------- | 
| | - 157 - | 
| |         | 
| |         | 





Signature Page



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Amended Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Alianza Minerals Ltd.

Registrant



|                     |                                     
|-------------------- | ------------------------------------
|Dated:  May 19, 2017 | Signed: /s/  Winnie Wong          
|                     | Winnie Wong,
Chief Financial Officer





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| | ------- | 
| | - 158 - | 
| |         | 
| |         |