AMENDMENT TO ARRANGEMENT AGREEMENT

THIS AGREEMENT is made effective the 12 th day of March, 2015

BETWEEN:

TARSIS RESOURCES LTD. , a company existing under the laws of British

Columbia (“ Tarsis ”)

AND:

ESTRELLA GOLD CORPORATION , a company existing under the laws of

Ontario (“ Estrella ”)

(collectively, the “ Parties ”)

WHEREAS:

A.

The Parties have entered into an arrangement agreement (the “ Arrangement Agreement ”) dated as of February 6, 2015 pursuant to which the Parties agreed to complete the Arrangement (as defined therein).

B.

The Parties now wish to amend the Arrangement Agreement in order to adjust the terms of the Financing (as defined therein) as set out in this Amendment to the Arrangement Agreement (the “ Amendment ”).

NOW THEREFORE, in consideration of the mutual covenants contained herein and for the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

1.

AMENDMENTS

1.1

The reference to the amount of “$2,000,000” under the definition of “Financing” in Section 1.1 of the Arrangement Agreement is hereby deleted and replaced with “up to $2,000,000”.

1.2

The reference to the amount “$0.50” under the definition of “Subscription Receipts” in Section 1.1 of the Arrangement Agreement is hereby deleted and replaced with “$0.40”.

2.

INTERPRETATION

Any capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them under the Arrangement Agreement.

3.

FURTHER ASSURANCES

The Parties agree to do such further things and execute such further documents as may be required to give effect to this Amendment.

4.

GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia.

5.

ARRANGEMENT AGREEMENT REMAINS IN EFFECT

Except as amended by this Amendment, the Arrangement Agreement remains unchanged and in full force and effect.

6.

COUNTERPARTS

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the date first written above.

TARSIS RESOURCES LTD.

By: “Marc Blythe”

ESTRELLA GOLD CORPORATION

By: “Jason Weber”

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

Tel: (604) 687 3520        Fax: 1-888-889-4874

Tarsis and Estrella Received Court Approval; Provide Update on Alianza Transaction Progress

April 21, 2015 - Vancouver, BC Tarsis Resources Ltd. (“Tarsis”) (TSXV-TCC) and Estrella Gold Corporation (“Estrella”) (TSXV-EST) are pleased to provide the following update on the acquisition of Estrella by Tarsis to form Alianza Minerals Ltd . (the “Arrangement”).

Shareholders and Court Approval

99.36% of the shares represented at the Estrella special shareholder meeting held on April 8, 2015 were voted in favour of the Arrangement. Under this Arrangement, Estrella shareholders will receive one common share of Tarsis for each Estrella share held.  On April 17, 2015, the Supreme Court of British Columbia approved the Arrangement.

Immediately upon completion of the Arrangement, a share consolidation (one new for ten old) will take place and the combined company will change its name to Alianza Minerals Ltd.  Alianza will have 10.8 million shares outstanding before the completion of the financing.

Trading of Estrella shares halted; New trading symbol for Alianza

The trading of Estrella’s common shares was halted effective April 20, 2015, pending the completion of the Arrangement, at which time the shares of the merged company Alianza Minerals Ltd. will be traded under the new symbol “ANZ” on the TSX Venture Exchange.

It is expected that the transaction will be completed by early May and the shares of Tarsis and Estrella will commence trading under the new Symbol at that time, on the post consolidation basis.

Financing underway

A financing is underway, on a post share consolidation basis of one new share for ten old shares, at $0.25 per subscription receipt.  Each subscription receipt will become a unit on closing of the Arrangement, which is comprised of one common share and one common share purchase warrant exercisable to acquire one common share for a period of three years at $0. 40.  A finder’s fee of 5% cash and 5% finder’s warrants will be paid to certain parties.  Each finder’s warrant is exercisable into one common share for a period of one year at $0.25. All securities are subject to a four-month hold period from the close of the Arrangement. All warrant exercise prices are on a post share consolidation basis. The first tranche of the financing will be closed in conjunction with the closing of the Arrangement.

Mineral Projects Analysis and Marketing

Alianza will have several mineral exploration projects focussed on precious and base metals in Peru, Mexico, Nevada and Yukon. The team at Alianza will be led by Jason Weber P. Geo., CEO, Marc Blythe, P. Eng. COO, and Winnie Wong, CA, CPA, CFO along with certain senior contract geologists in Canada, the US, Mexico and Peru. The team has been assessing the most advanced projects in each region, identifying potential partners for the projects and has begun marketing certain projects to potential partners to advance the exploration of identified targets. Alianza will issue various updates on a project by project basis as work is completed, partners brought in and further exploration is underway.

About Alianza

Alianza Minerals Ltd. (“Alianza”), will be a prospect generator focused on the Americas, particularly the Cordilleran regions that characterize western North and South America. Alianza will have four projects in Peru, ten in Nevada, three in Mexico, and five in Yukon, and the flexibility to acquire new projects in the Americas as opportunities arise. Under the Plan of Arrangement, Tarsis is acquiring all of Estrella’s shares on a one for one basis.  Tarsis will also complete a share consolidation and financing concurrent with the Plan of Arrangement.

On behalf of the Boards,

For further information, contact:

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY'S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.

Tarsis Completes Estrella Gold Acquisition

Alianza Minerals Ltd. to Launch April 30, 2015

April 29, 2015 – Vancouver, BC Tarsis Resources Ltd. (“Tarsis”) (TSXV-TCC) and Estrella Gold Corporation (“Estrella”) (TSXV-EST) announce that previously released Plan of Arrangement whereby Tarsis was to acquire all the outstanding shares of Estrella on a 1 for 1 basis (the “Arrangement”) is completed. Tarsis also completed a 10 for 1 share consolidation (the “Consolidation”) and changed its name to Alianza Minerals Ltd. (“Alianza”) . With the completion of a $750,000 subscription receipt financing (the “Financing”) and the subsequent conversion of the subscription receipts into units as described in further detail below, Alianza will have 13,779,078 common shares outstanding on a post-Consolidation basis, trading on the TSX Venture Exchange under the symbol (TSXV-ANZ) as of April 30, 2015.

“We are very excited to have completed this transaction and to move forward as Alianza Minerals,” stated Jason Weber, President and CEO. “We will be active in some excellent jurisdictions with strong mining and exploration history, balanced with great potential for new grassroots discoveries.”

Alianza will be a prospect generator focused on the Americas, particularly the Cordilleran regions that characterize western North and South America. Highlights include the following:

·

Broad base of projects including four in Peru, ten in Nevada, four in Mexico, and five in Yukon

·

Flexibility to acquire new projects in the Americas as opportunities arise.

·

Management team proficient at leveraging early stage exploration with junior and major company partners.

·

Tight share structure backed by several strategic shareholder groups.

“This is a time of opportunity in the mining and exploration sector,” stated Marc Blythe, COO. “The creation of Alianza better allows us to take advantage of some of the opportunities that exist in this sector today.”

Management Team and Board

The management and board is comprised of elements from both companies with complementary technical, corporate and financial skill sets. Management now consists of:

Jason Weber, P.Geo., President, Chief Executive Officer and Director.

Marc Blythe, MBA, P.Eng., Chief Operating Officer and Director.

Winnie Wong, B. Comm. CPA-CA, Chief Financial Officer and Secretary

In addition to Messrs. Blythe and Weber, Alianza’s board will consist of:

Mark T. Brown, B. Comm., CPA-CA, Executive Chairman

Adrian Fleming, BSc., Director

Craig Lindsay, MBA,CFA. , Director

John Wilson, P.Geo., Director

In connection with the closing of the Arrangement, Mark T. Brown resigned as Secretary and Chief Financial Officer of Tarsis, and Marc Blythe resigned as President and Chief Executive Officer of Tarsis. Mr. John Wilson was appointed to the Alianza Board as an additional director in connection with the completion of the Arrangement.

Project Portfolio

Alianza will have four projects in Peru, ten in Nevada, four in Mexico, and five in the Yukon Territory. These projects are focused on large exploration targets that are highly prospective for gold, silver, copper, lead and zinc. One joint venture (the Yanac Joint Venture) is in place with Cliffs Natural Resources Exploration Inc., a wholly-owned subsidiary of Cliffs Natural Resources Inc. (NYSE: CLF) (“Cliffs”), which resulted from a large regional exploration program led by Estrella in southern Peru. Yanac hosts a copper-moly porphyry system exposed over a 1.1 by 1.25 km area of coincident copper and molybdenum mineralization and porphyry-style alteration. Geophysics indicates the system may be more expansive at depth. Due to a change in corporate direction at Cliffs, the project was placed on hold just prior to the first drill test of the target in late 2014. Management will continue to work with Cliffs to advance Yanac.

New projects available for option include three high-sulphidation gold targets in Nevada, Mexico and Peru.

Alianza recently acquired 8 new gold projects in Nevada that were formerly held by Fronteer Gold. These projects have excellent potential and are located in favourable mining areas with good infrastructure. One of Alianza’s first priorities is to prepare these projects for potential partners.

The East Walker project located in Lyon County, Nevada is prospective for high-sulphidation epithermal gold mineralization. Outcrop mapping identified pyrite-rich breccias and vuggy silica intermittently over an area of 600 meters by 200 meters. Extensive clay alteration surrounds the gold mineralization.  Channel sampling by a prior operator reportedly returned 24.4 meters grading 3.39 g/t gold.

The Isy property is located in southern Peru and was recently returned to Alianza by a partner. Isy consists of a 1 by 4 km colour anomaly with areas of silicification (including vuggy silica), argillic and advanced argillic alteration and anomalous gold, silver and pathfinder element geochemistry. Very little work has been done on this prospective target, however sampling and prospecting has yielded rock samples ranging from below detection limit to 0.72 g/t gold and silver from 1.1 to 83.8 g/t.

Financing

In conjunction with the Arrangement, Alianza raised $750,000 by way of the Financing and issued 3 million subscription receipts at a price of $0.25 each (the “Subscription Receipts”). Upon closing of the Arrangement, each Subscription Receipt automatically converted into units consisting of one Alianza common share on a post-Consolidation basis (“Alianza Share”) and one Alianza common share purchase warrant on a post-Consolidation basis (“Alianza Warrant”), with each Alianza Warrant allowing the holder to buy one additional Alianza Share at a price of $0.40 for a period of 3 years. A finder’s fee of $1,500 cash and 6,000 finder’s warrants (the “Finder’s Warrants”) was paid to Redplug Capital Corporation in connection with the Financing. Each Finder’s Warrant allows the holder to buy one Alianza Share at a price of $0.25 for a period of 1 year. All securities have a 4-month hold period expiring August 29, 2015.

The gross proceeds of the Financing will be used for the Company’s working capital, general corporate expenses and to undertake further early stage exploration in certain Nevada, Mexico and Peru properties, and for generating new projects.

Options

All Tarsis and Estrella optionholders have consented to cancel their existing options. The new Board of Alianza has approved to grant a total of 1,298,500 options to its directors, officers, consultants and advisors at an exercise price of $0.25 per option, expiring between October 1, 2015 and August 29, 2020.

With the Arrangement now complete, shares of Estrella are anticipated to be delisted from the TSX Venture Exchange effective prior to the open of business on April 30, 2015. Shareholders of Estrella will receive shares of Alianza to which they are entitled upon delivery to Computershare Investor Services Inc. (“Computershare”) of their Estrella share certificates, completed letters of transmittal and any other documents that may be required. Estrella shareholders are encouraged to contact Computershare for further information concerning the exchange process. Following delisting, Estrella will commence steps to cease to be a reporting issuer in British Columbia and Alberta.

Marc Blythe, MBA, P.Eng., and Jason Weber, BSc, P.Geo, are Qualified Persons as defined by NI 43-101. Mr. Blythe and Mr. Weber prepared the technical information contained in this press release. Mr. Weber is the President and Chief Executive Officer of Alianza and Mr. Blythe is the Chief Operating Officer of Alianza.

On behalf of the Board,

Jason Weber, P. Geo

President and Chief Executive Officer

Alianza Minerals Ltd.

For further information, contact:

Jason Weber, President & CEO

Marc Blythe, COO

Mark T. Brown, Director

Tel: (604) 687-3520

Fax: (888) 889-4874

Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. Statements in this news release, other than purely historical information, including statements relating to Alianza's future plans and objectives or expected results, may include forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions, identify forward-looking statements or information. These forward-looking statements or information relate to, among other things, the date of delisting of Estrella’s shares and Estrella’s application to cease to be a reporting issuer.

These statements reflect Alianza's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Alianza, are inherently subject to significant business and economic uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and Alianza has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, decisions by the TSX Venture Exchange with respect to delisting Estrella’s shares.

NOTICE

Change in Corporate Structure

Pursuant to Section 4.9 of National Instrument 51-102

1.

Names of parties to the transaction:

Alianza Minerals Ltd. (formerly Tarsis Resources Ltd., “ Alianza ”) and Alianza Holdings Ltd. (formerly Estrella Gold Corporation, “ Estrella ”).

2.

Description of the transaction:

On April 29, 2015, Alianza acquired all of the issued and outstanding common shares of Estrella by way of a court-approved plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia). Under the terms of the Arrangement, (i) each Estrella shareholder received one Alianza common share for each Estrella common share, on a pre-consolidation basis and (ii) each holder of options to purchase common shares of Estrella received replacement options to purchase common shares of Taris on substantially the same terms with appropriate adjustments to reflect the exchange ratio. Estrella is now a wholly-owned subsidiary of Alianza.

In connection with Arrangement and immediately upon completion thereof, the Company effected a consolidation of its issued share capital on a ten old shares for one new share basis and changed its name from “Tarsis Resources Ltd.” to “Alianza Minerals Ltd.”

3.

Effective date of the transaction:

April 29, 2015

4.

Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity:

Estrella has applied to cease to be a reporting issuer in British Columbia and Alberta. The common shares of Alianza began trading on the TSX Venture Exchange on April 30, 2015 under the new name of “Alianza Minerals Ltd.” under the trading symbol “ANZ”.

5.

Date of the reporting issuer’s first financial year-end after the transaction if Section 4.9(a) or 4.9(b)(ii) of National Instrument 51-102 applies:

N/A

6.

The periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction if Section 4.9(a) or 4.9(b)(ii) of National Instrument 51-102 applies:

N/A

7.

The documents that were filed under National Instrument 51-102 that described the transaction and where those documents can be found in electronic format if Section 4.9(a) or 4.9(b)(ii) of National Instrument 51-102 applies::

The following documents which describe the transactions contemplated herein were filed and are available on SEDAR at www.sedar.com: (1) the management information circular and related proxy materials of Estrella dated March 11, 2015; (2) the Arrangement Agreement between Alianza and Estrella dated February 6, 2015, as amended on March 12, 2015; (3) press releases dated February 11, 2015, March 11, 2015 and April 29, 2015; and (4) material change report dated February 11, 2015.

Dated: May 1, 2015.