Tarsis Resources Ltd. (TSXV:TCC) entered into an agreement to acquire Estrella Gold Corporation (TSXV:EST) from Pacific Opportunity Capital Ltd., Callinan Royalties Corporation (TSX:CAA), management, Directors and others for CAD 2.1 million on February 6, 2015. Pursuant to terms of agreement, Tarsis will acquire Estrella's shares, options and warrants on a one for one basis. Tarsis will also complete a share consolidation and financing concurrent with the acquisition. The transaction involves CAD 2 million financing through private placement of 5.7 million subscription receipts at a price of CAD 0.35 each. The two entities shall combine to form Alianza Resources Ltd. Immediately upon completion of the transaction a consolidation of shares will take place, at a ratio of one new share for ten old shares. As a result Alianza will have 10.8 million shares outstanding, of which approximately 56.7% will be owned by former Tarsis shareholders. Estrella shall pay to Tarsis a termination fee of CAD 0.2 million.

The management and Board will be comprised of elements from both companies. Estrella's current Chief Executive Officer and Tarsis Director, Jason Weber will take on the role of President and Chief Executive Officer. Marc Blythe of Tarsis will become Chief Operating Officer. Winnie Wong will be Chief Financial Officer of Alianza. Alianza's Board will consist of 6 members. Mark T. Brown will be appointed Executive Chairman, with the rest of the Board consisting of Marc Blythe, Adrian Fleming, Craig Lindsay, John Wilson and Jason Weber. The transaction is subject to TSX Venture Exchange approval, Estrella shareholders holding not more than 5% of the Estrella shares shall have exercised their Dissent Rights in respect of the arrangement, Tarsis shall have completed the financing. The transaction has been unanimously approved by both Tarsis Resources and Estrella Gold's Boards of Directors. Management and directors, representing approximately 21.3% ownership of Estrella have agreed to support the transaction and have signed lock-up agreements. A special meeting of the shareholders of Estrella will be held on April 8, 2015 and the transaction is expected to close at the end of April, 2015. As on March 10, 2015 shareholders of Estrella have agreed to support for the transaction with 49.6% signing lock up agreements stating that they will vote in favour of the transaction. As of April 8, 2015 Estrella Gold Corp shareholders approved the transaction and the deal is expected to close on April 30, 2015. As of April 17, 2015, the Supreme Court of British Columbia approved the deal. Michael Dolphin from Weir Foulds LLP acted as legal advisor for Estrella Gold Corporation. David Gunasekera from McCullough O'Connor Irwin LLP acted as legal advisor for Tarsis Resources Ltd. Ross Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor Services acted as financial advisors for Estrella Gold Corporation.