TARSF 20-F Report ended Sept. 30, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

¨

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, 2017

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. 35,286,668 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:

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 151

Index to Exhibits on Page 112

Alianza Resources Ltd.

Form 20-F Annual Report

Table of Contents

METRIC EQUIVALENTS

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

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.

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.

Not Applicable

Not Applicable

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, 2017, 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 September 30, 2014 and 2013 were derived from the consolidated financial statements of the Company which have been audited by Davidson & Company LLP, Chartered Professional Accountants, although the consolidated financial statements and auditors’ reports are not included in this Annual Report.

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)*

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 31 ^st , 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.

Table No. 2

Canadian Dollar/U.S. Dollar

The exchange rate was $1.23 on January 31, 2018.

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:

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.

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, 2017. 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.

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.

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.

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.

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 30 ^th . From inception through fiscal 2010, the Company’s fiscal year ended October 31 ^st .

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, 2017, the end of the most recent fiscal quarter, there were 35,441,668 common shares and no preferred shares issued and outstanding.

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:

(1)   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.

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 interest through 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.

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 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. This work successfully identified at third target area at Horsethief and outlined plans for a 1500 meter Reverse Circulation drill program on the property, which was approved by the Bureau of Land Management in January 2018.

During fiscal 2017, the Company acquired additional acreage by staking at Horsethief and BP in Nevada and filed applications for the acquisition of nine concessions in six properties in Peru.

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 30 ^th .  In the 6 ^th 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 11 ^th year, which rises to US$20.00 per hectare beginning in the 12 ^th 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.

Mineral Properties

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

Nevada (United States) Properties

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

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. During fiscal 2017, the Company increased the size of the BP property by staking an additional 48 lode claims.

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. During 2017, the Company increased the size of the Horsethief property by staking an additional 33 lode claims.

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

Horsethief

The Horsethief property is located in Lincoln County, northeast of Pioche, Nevada. The property currently consists of 63 claims totaling 1,299 acres, as the Company dropped 66 claims of 1,478 acres in fiscal 2015 and staked 33 new claims in fiscal 2017. The Company has a 100% interest in the property, subject to a 1% NSR payable to Sandstorm on all the claims acquired from Sandstorm and a 2% NSR on some claims acquired from Sandstorm 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.

An exploration program conducted by contractor Big Rock Exploration commenced in November 2016. The 2016 program focused on gaining an understanding of the property stratigraphy and potential structural controls for mineralization. It was successful in identifying multiple new occurrences of jasperoid alteration in limestone and dolostone rocks considered to be Upper Cambrian age Dunderburg Formation. Sampling of both the jasperoids and carbonate rocks returned gold values ranging from below detection to 1.22 g/t gold and 10 of 68 rock samples collected returned gold values more than 0.10 g/t gold. A further 10 samples were considered anomalous in gold.

Two primary target areas have emerged, both characterized by jasperoid alteration, anomalous gold and pathfinder elements including silver, arsenic, mercury, molybdenum, and antimony,  geochemistry and complex structural setting. The North Horsethief target is dominated by a 900 by 150 metre jasperoid breccia occurrence at the contact of the Cambrian carbonate stratigraphy with Tertiary age volcanic tuffs that surround the property. Strongly anomalous gold geochemistry and coincident pathfinder element geochemistry in rocks and soils are associated with north-south, northeast and east-west oriented faulting. The highest rock sample reported from the property (sampled by a previous operator - 21.94 g/t gold) is located in this area. Immediately east of the main jasperoid body, vuggy fluorite and barite were noted in a smaller outcrop of jasperoid located on an east-west fault.

The second area, Horsethief South, lies approximately one kilometer southeast of Horsethief North. This area hosts jasperoid alteration coincident with east-west and lesser north-south and northeast oriented structures. Gold values are subdued as compared to the northern target, but pathfinder geochemical anomalies are strong for As, Hg, Sb and Mo in soils. A strong Induced Polarization (“IP”) geophysical anomaly exists at this target, persisting to depth to the limits of the survey (approximately 250 meters).

Bureau Veritas Minerals of Sparks, Nevada performed the analytical work using Ultra Trace (ICP-AES/MS) 53 element analysis (AQ252-EXT) using a 30-gram sample. Anomalous gold samples were then selected for Fire Assay - AAS analysis (FA430) to check and refine gold values further. Additionally, 10% of all samples will be sent to ALS for QA/QC check analysis.

In fiscal 2017, the Company staked an additional 33 claims which approximately doubled the size of the property. The Company also conducted additional exploration on the property, including the newly staked claims. A total of 56 panel, chip and grab rock samples were collected property-wide during the program. Sampling was conducted at existing targets as well as the new claims. Prospecting and geochemical sampling identified a third target area, the Stallion target, on the newly staked claims. Stallion consists of jasperoid outcrops with gold-arsenic-mercury-antimony geochemistry in rock samples. This new data, in conjunction with structural interpretation and IP/resistivity geophysics, prioritizes near surface targets underneath younger volcanic cover rocks that overlie eastern portions of the property.

The 2017 program was conducted by contractor Big Rock Exploration LLC. Rock samples were sent to Bureau Veritas Minerals in Reno, NV to be analyzed via 53 element ICPMS with Aqua Regia digestion (AQ252-EXT). All samples over 50 ppb Au where analyzed using a 30 gram sample gold Fire Assay (FA430). QA/QC using blanks, standards and duplicates were included; 10% of the samples will be sent to ALS for check analysis.

In addition to recently-identified surficial targets, a compilation of IP chargeability and resistivity data in conjunction with an updated structural interpretation has identified several buried targets that warrant drill testing. Drilling will target areas of coincident chargeability and resistivity anomalies, thought to represent potential mineralization (chargeability) in the carbonate stratigraphy (resistivity) at depth. Multiple areas with potential for gold deposition to occur are thought to exist, including at or near the contact between carbonate stratigraphy and overlying volcanic rocks, along favourable horizons within the carbonate stratigraphy and along fault structures.

The primary targets identified on the property include:

Horsethief North – A large jasperoid breccia exposure, 900 by 150 metres in size, at the contact of carbonate rocks and overlying volcanic rocks. A surface rock sample assayed 21.94 g/t gold. Three historic holes ended in mineralization at shallow depths and one hole intersected 39.6 m of 0.79 g/t gold. This target may represent an uplifted block of deeper jasperoid mineralization targeted elsewhere on the property.

Thoroughbred – This area is located 250 metres south of the Horsethief North, and may be an extension of that target. It consists of jasperoid on surface overlying a buried 500-metre diameter chargeability high anomaly. This area exhibits a high degree of structural complexity.

Horsethief South/Mustang – Mustang is large chargeability/coincident resistivity anomaly at depth that is the proposed source for gold bearing jasperoid on surface at the Horsethief South area. Historic drilling yielded a 6.1 metre intersection that averaged 1.22 g/t gold. The chargeability anomaly measures 1,000 by 800 meters in size.

Stallion Target – Stallion is a newly defined surficial target identified in 2017. Jasperoid outcrops with anomalous pathfinder element geochemistry are underlain by resistivity and chargeability (500 by 750 m) anomalies. The geophysical anomalies may represent the source for surface jasperoid exposures.

Clydesdale Target – The target consists of a 250 meter-diameter IP chargeability anomaly associated with a northeast structure in the southern portion of the property.

The Company has plans for a minimum 1,500 meter reverse circulation drill program to test multiple targets on the property, including the new targets identified in the recent programs. The Bureau of Land Management for the Ely District has accepted the Notice of Intent for the drill program for 2018.

BP Property

In May 2013, the Company commenced exploration on the BP property. The BP property consists of 142 claims of approximately 2,840 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 focused on delineating controlling structures related to jasperoid formation, identifying new jasperoid occurrences and geochemical sampling where gaps in sampling exist. Mapping identified potential structural conduits for mineralizing fluid flow as evidenced by anomalous pathfinder geochemistry and the presence of barite, clay alteration and limonite staining near the intersections of prominent structures. Additional evidence of favorable structural setting is seen in the eastern portion of the property where repetition of the stratigraphy suggests a series of northeast trending structures. Significantly, new jasperoid occurrences were identified along the aforementioned structures in proximity to the projected intersection with northwest trending graben structures. Jasperoids are elevated in gold and pathfinder geochemistry, including arsenic, barium, mercury, molybdenum and antimony. Three areas have been identified for follow up in subsequent programs. Additional mapping, prospecting, soil and rock sampling and geophysical surveys are being considered.

Bureau Veritas Minerals of Sparks, Nevada performed the analytical work using Ultra Trace (ICP-AES/MS) 53 element analysis (AQ252-EXT) using a 30-gram sample. Anomalous gold samples were then selected for Fire Assay – AAS analysis (FA430) to check and refine gold values further. Additionally, 10% of all samples will be sent to ALS for QA/QC check analysis.

In June 2017, the Company announced that it has increased the size of the BP property by staking 48 additional BLM lode mining claims. These claims were added to cover prospective geology and anomalous multi-element pathfinder geochemistry.

The Company is 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. At the CS Target, the current program identified new jasperoid occurrences on a significant northwest trending structure where it intersected prospective carbonate stratigraphy. Additionally, the CS Target hosts elevated gold and arsenic geochemistry and a sub-surface Induced Polarization (IP) chargeability anomaly. Gold values in rock samples range from below detection to 1.21 g/t from silicified limestone. The CS Target is considered a high-priority target for drilling.

Bureau Veritas Minerals of Sparks, Nevada performed the analytical work using Ultra Trace (ICP-AES/MS) 53 element analysis (AQ252-EXT) using a 30-gram sample. Anomalous gold samples were then selected for Fire Assay – AAS analysis (FA430) to check and refine gold values further. Additionally, 10% of all samples will be sent to ALS for QA/QC check analysis.

The Company is actively pursuing a JV partner for the Bellview project.

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 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.

The property is subject to a 2% NSR payable to NER and a 1% NSR to Sandstorm. In August 2017, the Company announced it has leased the property to Nevada Canyon Gold Corp. Under the agreement, Nevada Canyon paid the Company US$1,000 upon signing and will make annual payments of US$2,000. Nevada Canyon will also grant the Company a 2% NSR. Nevada Canyon will be responsible for all claim fees and certain reclamation work to be undertaken on the property. The initial term of the lease is 10 years and can be extended for an additional 20 years.

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.

Peruvian Properties

Yanac Property

The Yanac Property is an approximate 1,572 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.

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 currently consists of three claims held by the Limited Liability Company, Yanac Mining. During fiscal 2017, the Company reduced the size of the property by dropping certain claims. The details of each remaining claim are in the following table:

The annual tax due on the property claims is $4,717.

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.

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 2018.

La Estrella Property

The La Estrella Property is an approximate 1,200 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.

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 three claims. During fiscal 2017, the Company reduced the size of the property by dropping one claim of 1000 hectares. The details of each remaining claim are in the following table:

The annual tax due on the property claims is $3,600, 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.

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.

ISY Property

The ISY Property was an approximate 2,900 hectare gold-silver exploration project located in the Ayacucho Department of Southern Peru. The Company formerly held a 100% interest in the property as during fiscal 2017, the Company dropped the Isy claims and no longer holds any interest in the project.

Additional Peruvian Properties

The Company has been conducting a generative exploration program in Peru designed to identify new properties for acquisition. 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 target properties were internally generated from a range of criteria including metallogeny, regional geology, regional structure, private and public geochemical databases, favorable CSR conditions, and local knowledge.

As a result of this work, the Company filed an application with the Peruvian authorities for nine concessions comprising six properties in Central Peru. The details of each applied claim are in the following table:

The annual tax due on the 9 claims would be $23,400.

These new properties target base metals mineralization in the Peruvian Polymetallic Belt. The Company is planning reconnaissance exploration programs on all six of the properties once the concession grants are completed.

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.

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.

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

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.

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.

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.

Prospector Mountain Property Location Map

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: