Alianza Form 6-K

0001217160-16-000574.txt : 20160627 0001217160-16-000574.hdr.sgml : 20160627 20160627154349 ACCESSION NUMBER: 0001217160-16-000574 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20160524 FILED AS OF DATE: 20160627 DATE AS OF CHANGE: 20160627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alianza Minerals Ltd. CENTRAL INDEX KEY: 0001409036 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55193 FILM NUMBER: 161733334 BUSINESS ADDRESS: STREET 1: SUITE 410 STREET 2: 325 HOWE STREET CITY: Vancouver STATE: A1 ZIP: V6C 1Z7 BUSINESS PHONE: 604-687-3520 MAIL ADDRESS: STREET 1: SUITE 410 STREET 2: 325 HOWE STREET CITY: Vancouver STATE: A1 ZIP: V6C 1Z7 FORMER COMPANY: FORMER CONFORMED NAME: Tarsis Resources Ltd. DATE OF NAME CHANGE: 20101027 FORMER COMPANY: FORMER CONFORMED NAME: Tarsis Capital Corp. DATE OF NAME CHANGE: 20070807 6-K 1 alianzaq22016fs6k.htm ALIANZA 6-K Alianza Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2016

File No. 000-55193

Alianza Minerals Ltd.

(Formerly Tarsis Resources Ltd.)

(Name of Registrant)

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

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. FORM 20-F x FORM 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Alianza Minerals Ltd.

(Registrant)

Dated: June 3, 2016

By: /s/ “Winnie Wong”

Winnie Wong,

Chief Financial Officer

Exhibits:

99.1

Interim Financial Statements for the period ended March 31, 2016

99.2

Management Discussion and Analysis

99.3

Certification of CEO

99.4

Certification of CFO

EX-99.1 2 alianzaq22016fs.htm INTERIM FINANCIAL STATEMENTS Interim Financial Statements of

[alianzaq22016fs001.jpg]

ALIANZA MINERALS LTD.

(formerly known as Tarsis Resources Ltd.)

Condensed Consolidated Interim Financial Statements

For the six months ended March 31, 2016 and 2015

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

CONTENTS


	Page

Condensed Consolidated Interim Financial Statements:

Statements of Financial Position	4

Statements of Comprehensive Loss	5

Statements of Changes in Shareholders’ Equity	6

Statements of Cash Flows	7

Notes to the Financial Statements	8 - 26

NOTICE OF NO AUDITOR REVIEW OF

INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

Expressed in Canadian Dollars, unless otherwise stated


	Note		March 31, 2016 (Unaudited)		September 30, 2015 (Audited)

Assets
Current assets
Cash		$	514,784	$	17,000
Receivables			23,246		16,952
Prepaid expenses			22		5,055
			538,052		39,007

Non-current assets
Equipment	5, 6		12,666		15,361
Exploration and evaluation assets	6, 7		2,344,437		2,932,718
Investment in associates	8		560,087		561,254
			2,917,190		3,509,333
Total assets		$	3,455,242	$	3,548,340

Current liabilities
Accounts payable and accrued liabilities		$	134,100	$	115,805
Due to related party	11		83,503		10,500
			217,603		126,305
Non-current liabilities
Due to related party	11		130,000		314,676
			130,000		314,676
Shareholders’ equity
Share capital	9		14,578,618		13,653,601
Reserves	9, 10		2,400,920		2,377,941
Accumulated other comprehensive income (loss)			(27,680)		77,217
Deficit			(13,844,219)		(13,001,400)
			3,107,639		3,107,359

Total shareholders’ equity and liabilities		$	3,455,242	$	3,548,340

Nature of operations and going concern (Note 1)

Event after the reporting period (Note 17)

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on May 24, 2016.

On behalf of the Board of Directors:

Director “Jason Weber”

Director “Mark T. Brown”

See accompanying notes to the condensed consolidated interim financial statements

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED MARCH 31

(Unaudited, presented in Canadian Dollars)


			Three months ended			Six months ended
	Note		March 31, 2016		March 31, 2015		March 31, 2016		March 31, 2015

Expenses
Accounting and legal fees	11	$	77,685	$	100,239	$	129,467	$	135,558
Depreciation	5		868		243		1,907		485
Investor relations and shareholder information	11		22,551		11,024		30,832		16,363
Office facilities and administrative services	11		4,500		3,000		9,000		5,000
Office expenses			14,102		3,809		28,607		8,662
Property investigation expenses			3,221		-		14,630		-
Transfer agent, listing and filing fees			6,742		14,512		9,731		18,940
Travel			3,981		4,984		6,360		6,879
Wages, benefits and consulting fees	11		54,697		47,024		112,660		90,774
			(188,347)		(184,835)		(343,194)		(282,661)

Interest income and other income			323		52		1,483		377
Foreign exchange loss			(400)		(26,946)		509		(26,946)
Write-down of exploration and evaluation assets	7		(414,608)		-		(501,617)		-

Net loss for the period		$	(603,032)	$	(211,729)	$	(842,819)	$	(309,230)
Other comprehensive income (loss)

Unrealized gain (loss) on available-for-sale securities	4		-		-		-		(1,625)
Exchange difference arising on the translation of foreign subsidiary			(61,476)		50,351		(104,897)		23,946
Total comprehensive loss for the period		$	(664,508)	$	(161,378)	$	(947,716)	$	(286,909)
Basic and diluted loss per common share		$	(0.04)	$	(0.03)	$	(0.06)	$	(0.05)
Weighted average number of common shares outstanding – basic and diluted			16,185,671		6,064,044		14,975,799		6,013,495

See accompanying notes to the condensed consolidated interim financial statements

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited, presented in Canadian Dollars)


		Share Capital		Reserves			Accumulated Other Comprehensive Income (Loss)
	Note	Number of shares	Amount	Equity settled employee benefits	Warrants	Finders’ warrants	Available-for- sale securities	Foreign exchange reserve	Deficit	Total equity
Balance, September 30, 2014 (Audited)		5,964,046	$ 11,693,260	$ 1,310,285	$ 597,205	$ 223,072	$ (18,375)	$ 16,240	$ (10,170,594)	$ 3,651,093
Purchase of exploration and evaluation assets	9(c)(i)	150,000	60,000	-	-	-	-	-	-	60,000
Share issue costs		-	(800)	-	-	-	-	-	-	(800)
Net loss		-	-	-	-	-	(1,625)	23,946	(309,230)	(286,909)
Balance, March 31, 2015 (Unaudited)		6,114,046	11,752,460	1,310,285	597,205	223,072	(20,000)	40,186	(10,479,824)	3,423,384
Shares issued for the acquisition of Estrella	9(c)(ii)	4,665,032	1,166,258	-	-	-	-	-	-	1,166,258
Private placement	9(c)(iii)	3,000,000	750,000	-	-	-	-	-	-	750,000
Share issue costs		-	(15,117)	-	-	955	-	-	-	(14,162)
Share-based payments		-	-	246,424	-	-	-	-	-	246,424
Net loss		-	-	-	-	-	20,000	37,031	(2,521,576)	(2,464,545)
Balance, September 30, 2015 (Audited)		13,779,078	13,653,601	1,556,709	597,205	224,027	-	77,217	(13,001,400)	3,107,359
Private placement	9(c)(v)	7,000,000	700,000	-	-	-	-	-	-	700,000
Shares for debt settlement	9(c)(iv)	2,000,000	300,000	-	-	-	-	-	-	300,000
Share issue costs		-	(74,983)	-	-	22,979	-	-	-	(52,004)
Net loss		-	-	-	-	-	-	(104,897)	(842,819)	(947,716)
Balance, March 31, 2016 (Unaudited)		22,779,078	$ 14,578,618	$ 1,556,709	$ 597,205	$ 247,006	$ -	$ (27,680)	$ (13,844,219)	$ 3,107,639

See accompanying notes to the condensed consolidated interim financial statements

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31

(Unaudited, presented in Canadian Dollars)


	Six months ended
	March 31, 2016		March 31, 2015

Cash flows from (used in) operating activities
Net loss for the period	$	(842,819)	$	(309,230)
Items not affecting cash:
Depreciation		1,907		485
Write-down of exploration and evaluation assets		501,617		-

Changes in non-cash working capital items:
Receivables		(6,294)		(14,511)
Prepaid expenses		5,033		4,368
Accounts payable and accrued liabilities		416,422		76,945
Due to related parties		(111,673)		120,856
Net cash provided by (used in) operating activities		(35,807)		(121,087)

Cash flows from (used in) investing activities
Exploration and evaluation assets		(121,804)		(84,385)
Net cash (used in) investing activities		(121,804)		(84,385)

Cash flows from (used in) financing activities
Proceeds from issuance of common shares		700,000		-
Share issue costs		(41,495)		(16,800)
Net cash provided by financing activities		658,505		(16,800)

Effect of exchange rate changes on cash		(3,110)		23,946

Change in cash for the period		497,784		(198,326)

Cash, beginning of the period		17,000		228,579

Cash, end of the period	$	514,784	$	30,253

Supplemental disclosure with respect to cash flows (Note 12)

See accompanying notes to the condensed consolidated interim financial statements

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

NATURE OF OPERATIONS AND GOING CONCERN

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

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

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

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

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

As at March 31, 2016, the Company had working capital of $320,449 (September 30, 2015: working capital deficit of $87,298) and shareholders’ equity of $3,107,639 (September 30, 2015: $3,107,359).

BASIS OF PREPARATION

Statement of Compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

BASIS OF PREPARATION - continued

Basis of preparation

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

The preparation of these condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.

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

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for the March 31, 2016 reporting period. The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issued but are not yet effective:

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

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

SIGNIFICANT ACCOUNTING POLICIES

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS as issued by the IASB on a basis consistent with those followed in the Company’s most recent annual financial statements for the year ended September 30, 2015.

These unaudited condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual financial statements for the year ended September 30, 2015. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the six month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the current fiscal year ending September 30, 2016.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

MARKETABLE SECURITIES

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


		March 31, 2016		September 30, 2015

Balance, beginning of the period	$	-	$	1,625
Loss on disposal		-		(1,625)
Balance, end of the period	$	-	$	-

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

EQUIPMENT


	Office equipment and furniture		Vehicles and other field equipment		Total
Cost
As at September 30, 2014	$	2,722	$	5,500	$	8,222
Assets acquired through plan of arrangement		3,535		10,987		14,522
Foreign exchange movement		1,570		6,219		7,789
As at September 30, 2015		7,827		22,706		30,533
Foreign exchange movement		(1,401)		(5,548)		(6,949)
As at March 31, 2016	$	6,426	$	17,158	$	23,584
Accumulated depreciation
As at September 30, 2014	$	1,834	$	3,896	$	5,730
Depreciation for the year		1,038		1,591		2,629
Foreign exchange movement		1,338		5,475		6,813
As at September 30, 2015		4,210		10,962		15,172
Depreciation for the period		635		1,272		1,907
Foreign exchange movement		(1,221)		(4,940)		(6,161)
As at March 31, 2016	$	3,624	$	7,294	$	10,918
Net book value
As at September 30, 2015	$	3,617	$	11,744	$	15,361
As at March 31, 2016	$	2,802	$	9,864	$	12,666

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

ACQUISITION OF ALIANZA HOLDINGS LTD.

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

Estrella is an exploration company operating in Peru. Estrella owns a 100% interest in Canadian Shield Explorations (Int’l) Ltd., Canadian Shield Explorations Ltd. and Estrella Gold Peru S.A.C., a 36% interest in Pucarana S.A.C. and a 50% interest in Yanac Peru Exploration LLC and Yanac Minera Peru S.A.C.

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


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


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

EXPLORATION AND EVALUATION ASSETS

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

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

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

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS – continued

Exploration and Evaluation Assets for the period ended March 31, 2016


	Peru		USA		Canada	Mexico

	Yanac	Others	East Walker	Others		Yago	Others	Total

Balance at September 30, 2015	$ 493,572	$ 617,459	$ 3,981	$ 145,053	$ 1,174,169	$ 480,084	$ 18,400	$ 2,932,718

Additions during the period
Exploration expenditures:
Camp, travel and meals	78	426	-	-	-	-	-	504
Geological consulting	7,013	5,642	-	-	-	-	-	12,655
Ground geophysics	-	-	-	-	-	-	-	-
Legal	-	-	-	-	-	-	-	-
Licence and permits	-	-	-	-	-	-	-	-
Office and administrative fees	-	9	-	-	-	-	-	9
	7,091	6,077	-	-	-	-	-	13,168

Less:
Write-down of properties	-	-	-	(3,133)	-	(480,084)	(18,400)	(501,617)

Net additions / (subtractions)	7,091	6,077	-	(3,133)	-	(480,084)	(18,400)	(488,449)

Foreign currency translation	(10,147)	(89,685)	-	-	-	-	-	(99,832)

Balance at March 31, 2016	$ 490,516	$ 533,851	$ 3,981	$ 141,920	$ 1,174,169	$ -	$ -	$ 2,344,437

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS – continued

Exploration and Evaluation Assets for the year ended September 30, 2015


	Peru		USA		Canada	Mexico

	Yanac	Others	East Walker	Others		Yago	Others	Total

Balance at September 30, 2014	$ -	$ -	$ -	$ 181,993	$ 1,174,169	$ 422,415	$ 2,307,486	$ 4,086,063

Additions during the year
Acquisition costs:
Holding	-	35,198	-	6,036	-	44,825	5,475	91,534
Property acquisition	-	-	7,500	52,500	-	-	-	60,000
Acquired through plan of arrangement	476,397	476,398	-	-	-	-	-	952,795
	476,397	511,596	7,500	58,536	-	44,825	5,475	1,104,329

Exploration expenditures:
Camp, travel and meals	-	323	-	5,156	-	9,337	32	14,848
Community relations	-	-	-	-	-	-	(602)	(602)
Field supplies and maps	-	-	-	750	-	1,765	94	2,609
Geological consulting	3,771	6,611	2,785	15,778	-	300	-	29,245
Ground geophysics	-	-	-	-	-	-	(165)	(165)
Legal	-	-	377	2,639	-	-	-	3,016
Licence and permits	-	-	-	57,078	-	-	-	57,078
Office and administrative fees	2,446	553	-	-	-	-	-	2,999
Rent	-	748	-	7,389	-	1,442	1,192	10,771
Reporting, drafting, sampling and analysis	-	-	-	2,160	-	-	-	2,160
	6,217	8,235	3,162	90,950	-	12,844	551	121,959

Less:
Write-down of properties	-	-	(6,681)	(186,426)	-	-	(2,272,049)	(2,465,156)

Net additions / (subtractions)	482,614	519,831	3,981	(36,940)	-	57,669	(2,266,023)	(1,238,868)

Foreign currency translation	10,958	97,628	-	-	-	-	(23,063)	85,523
Balance at September 30, 2015	$ 493,572	$ 617,459	$ 3,981	$ 145,053	$ 1,174,169	$ 480,084	$ 18,400	$ 2,932,718

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS – continued

Peru

On April 29, 2015, the Company acquired the Yanac, Isy and La Estrella properties in Peru through the Plan of Arrangement with Estrella (Note 6).

Yanac – located in Chincha region of the Department of Ica, south-central Peru.

Isy – located in the Department of Ayucucho, Peru.

La Estrella – located 130 kilometers south of Huancayo in the Department of Huancavelica, Peru.

Yanac

On February 27, 2013, Cliffs Natural Resources Exploration Inc., a wholly owned subsidiary of Cliffs Natural Resources Inc. (NYSE: CLF) (“Cliffs”) and Estrella entered into a Limited Liability Company Membership Agreement in respect of the Yanac property. In December 2015, Cliffs’ interest in Yanac was acquired by 50 King Capital Exploration Inc. (“50 King”), a private company, which has hereby taken over all previous obligations of Cliffs.

50 King and Estrella each now hold a 50% interest in the property. Previously, Cliffs was required to spend a firm commitment of US$500,000 in year one on exploration or pay the same amount to Estrella, with an additional US$250,000 (not firm) to a total of US$750,000 to maintain Cliffs’ interest beyond year one. Cliffs met the US$750,000 commitment by December 31, 2013.

50 King can acquire an additional 20% interest in the Yanac property, to a total 70% interest, by spending a minimum of US$4,000,000 (including the above mentioned US$750,000) and completing 3,000 meters of drilling by February 27, 2017. If 50 King fails to acquire the additional 20%, 100% of the property reverts to Estrella, subject in certain circumstances to a potential NSR royalty in favor of 50 King. Upon earning 70%, 50 King can acquire an additional 10% interest in the Yanac property, to a total 80% by completing an NI 43-101 Compliant Pre-Feasibility Study or by defining a compliant Inferred Mineral Resource containing a minimum of 1,000,000 ounces of gold or gold equivalent, within four years of earning its 70% interest. If 50 King elects not to earn an additional 10% interest, 50 King will pay Estrella US$2,000,000 within 60 days and the parties will fund their proportional interest, subject to conventional dilution. If either party’s interest in the Yanac property is reduced to 10% or less, that interest will be converted to a 2% NSR royalty.

As of March 31, 2016, a total of US$1,818,290 had been spent on the Yanac property.

USA

On June 10, 2013, the Company purchased from Almaden two properties in Nevada, USA and five properties in Mexico by issuing 400,000 common shares (post 10:1 share consolidation) at a price of $0.55 per share to Almaden on July 25, 2013. Almaden also retains a 2% NSR royalty on future production on all these properties.

Black Jack Springs (“BJS”)

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS – continued

USA – continued

In addition, areas of influence have been outlined in Nevada, where Almaden has provided its proprietary data and concepts to the Company. In return, the Company will issue 20,000 shares (post 10:1 share consolidation) to Almaden for each new property acquired within the area of influence. The Company will issue a further 80,000 shares (post 10:1 share consolidation) 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 $116,207.

On January 27, 2015, the Company signed a binding agreement to acquire eight gold properties in Nevada, USA from Sandstorm Gold Ltd. (“Sandstorm”) by issuing 150,000 shares (post 10:1 share consolidation) to Sandstorm (Note 9(c)(i)) and granting a net smelter returns royalty ranging from 0.5% to 1.0%. The Company also granted Sandstorm a right of first refusal on any future metal streaming agreements on these properties.

Ashby

Bellview

Columbia

East Walker

Fri Gold

Horsethief

Hot Pot

Kobeh

In August 2015, the Company reduced the size of each of the Ashby, Bellview, Columbia, East Walker, Fri Gold and Horsethief properties as well as dropping the Hot Pot property and wrote off $76,900.

In March 2016, the Company reduced the size of the Bellview property and wrote off $3,133.

East Walker

The East Walker property is located in Lyon County, west of Hawthorne. A 2% NSR is payable to a previous owner of the property from production from some claims on the property.

As of March 31, 2016, the Company had spent $3,981 on advancing this property.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS – continued

Canada

In 2010, the Company acquired the White River property through staking. The White River property is located in the Yukon, northwest of Whitehorse.

On July 23, 2007, the Company purchased from Almaden certain properties in the Yukon and one property in Mexico (Erika) and Almaden has a 2% NSR royalty on future production from these mineral claims:

Goz Creek – located 180 kilometers north east of Mayo, Yukon.

MOR – located 35 kilometers east of Teslin, Yukon and is 1.5 kilometers north of the paved Alaska Highway.

Tim – located 72 kilometers west of Watson Lake, Yukon and 12 kilometers northeast of the Silvertip/Midway deposit.

On June 10, 2008 the Company signed another agreement with Almaden to acquire a 100% interest in the Prospector Mountain gold-silver-copper property, located in central Yukon. The Company issued 10,000 fully paid common shares (post 10:1 share consolidation) to Almaden and made a cash payment of $30,000 for a 100% interest in the property. Almaden will retain a 2% net smelter royalty (NSR) over any minerals produced from the property, however, half of the NSR may be purchased by the Company at any time after the production commences for fair value as determined by an independent valuator. The Company will also issue to Almaden 50,000 fully paid common shares (post 10:1 share consolidation) upon receipt of a positive bankable feasibility study for the property.

Mexico

On July 23, 2007, the Company purchased from Almaden Minerals Ltd. (“Almaden”) the Erika property, along with 4 other existing properties in the Yukon. During the year ended September 30, 2015, the Company dropped the Erika property and wrote off all capitalized amounts of $2,242,889 associated with it (Note 16).

Yago

Gallo de Oro (this is part of the Yago property)

San Pedro

Mezquites

Llano Grande

In August 2015, the Company reduced the size of the Mezquites property and dropped the Llano Grande property and wrote off $29,160.

In December 2015, the Company reduced the size of the Yago property. On February 16, 2016, the Company sold its three Mexican properties, Yago, Mezquites and San Pedro, to Almadex for a 1% Net Smelter Royalty which is capped at $1,000,000. The Company wrote off all capitalized amount associated with the Mexican properties totaling $498,484.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

INVESTMENT IN ASSOCIATE

On April 29, 2015, the Company owned a 36% interest in Pucarana S.A.C. (“Pucarana”), an exploration company in Peru, through the Plan of Arrangement with Estrella (Note 6).

On May 22, 2015, Pucarana signed an Assignment Agreement with Compania de Minas Buenaventura S.A.A. (“Buenaventura”) whereby Pucarana assigned to Buenaventura the rights to the Pucarana property. In consideration, Buenaventura granted a 3% NSR royalty to Pucarana that is then distributed as to 60% to Alamos Gold Inc. (1.8% NSR), 36% to Estrella (1.08% NSR) and 4% to Gallant Minerals Ltd (0.12% NSR).

Prior to the Company’s investment in Pucarana, Estrella Gold Corporation had capitalized, as exploration and evaluation assets, $566,782 in exploration and evaluation expenditures incurred on its Pucarana property. This amount, with minor adjustments, has been carried forward as the cost of the Company’s 36% investment. The investment is accounted for using the equity method. To date, no dividends have been received from the associate. As at March 31, 2016, summarized financial information for the associate is as follows:

Current assets - $7,394

Non-current assets - $53,248

Current liabilities - $Nil

Non-current liabilities - $71,087

To date, there is no profit or loss from continuing operations.

SHARE CAPITAL

Authorized:

As at March 31, 2016, the authorized share capital is comprised of an unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series. All issued shares are fully paid.

Share consolidation

On April 29, 2015, the Company consolidated its share capital on the basis of one new share for every 10 old shares. All references to the number of shares and per share amounts have been retroactively restated to reflect the consolidation.

Issued:

During the year ended September 30, 2015, the Company:

Issued 150,000 common shares to Sandstorm at a price of $0.40 per share for a total consideration of $60,000 to pay for eight exploration and evaluation asset properties in Nevada, USA (Note 7 USA).

ii)

Completed the acquisition of all of the outstanding common shares of Estrella on April 29, 2015. As part of the consideration, the Company issued 4,665,032 common shares (post 10:1 share consolidation) with a fair value of $1,166,258 (Note 6).

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

SHARE CAPITAL – continued

c) Issued – continued

iii)

Completed a non-brokered private placement on April 29, 2015 by issuing 3,000,000 units (“Unit”) at a price of $0.25 per Unit for gross proceeds of $750,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $0.40. In connection with the financing, the Company paid $1,500 as a cash finder’s fee and issued 6,000 finder’s warrants, each of which is exercisable into one common share at a price of $0.25 for a period of 12 months. The value of the finder’s warrants was determined to be $955 and was calculated using the Black-Scholes option pricing model. Insiders participated in the offering for a total of 172,000 Units for gross proceeds of $43,000. Under the residual value approach, no value was assigned to the warrant component of the Units. The Company incurred additional share issue costs of $12,662 in connection with this financing.

During the six months ended March 31, 2016, the Company:

iv)

On March 2, 2016, the Company settled a debt owing to its largest shareholder, Pacific Opportunity Capital Ltd. (“Pacific”) in the amount of $300,000 for a 2 million common shares at a price of $0.15 per common share. Pacific has arranged for 500,000 of these debt settlement shares to be set aside in a Bonus Pool to be granted to the management based on the successful completion of certain milestones relating to the execution of the Company’s joint venture business model.

Completed a non-brokered private placement on March 8, 2016 by issuing 7,000,000 units (“Unit”) at a price of $0.10 per Unit for gross proceeds of $700,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 4 year period at a price of $0.15. In connection with the financing, the Company paid $22,375 as a cash finder’s fee and issued 223,750 finder’s warrants, each of which is exercisable into one Unit at a price of $0.10 for a period of 18 months. Each Unit consists of one common share and one non-transferable warrant exercisable for a 4 year period at a price of $0.15. The value of the finder’s warrants was determined to be $22,979 and was calculated using the Black-Scholes option pricing model. Under the residual value approach, no value was assigned to the warrant component of the Units. The Company incurred additional share issue costs of $29,629 in connection with this financing.

10.

STOCK OPTIONS AND WARRANTS

Stock option compensation plan

The Company grants stock options to directors, officers, employees and consultants pursuant to the Company’s Stock Option Plan (the “Plan”). The number of options that may be issued pursuant to the Plan are limited to 10% of the Company’s issued and outstanding common shares and to other restrictions with respect to any single participant (not greater than 5% of the issued common shares) or any one consultant (not greater than 2% of the issued common shares).

Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than one quarter of the options vesting in any 3 month period.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

10.

STOCK OPTIONS AND WARRANTS – continued

Stock option compensation plan – continued

Vesting provisions may also be applied to other option grants, at the discretion of the directors. Options issued pursuant to the Plan will have an exercise price as determined by the directors, and permitted by the TSX-V, at the time of the grant. Options have a maximum expiry date of 5 years from the grant date.

Stock option transactions and the number of stock options for the six months ended March 31, 2016 are summarized as follows:


Expiry date	Exercise price	September 30, 2015	Granted	Exercised	Expired/ cancelled	March 31, 2016
October 1, 2015	$0.25	6,000	-	-	(6,000)	-
May 7, 2017	$0.25	4,500	-	-	-	4,500
February 25, 2019	$0.25	22,500	-	-	-	22,500
April 29, 2020	$0.25	1,265,500	-	-	(1,000)	1,264,500
Options outstanding		1,298,500	-	-	(7,000)	1,291,500
Options exercisable		1,298,500	-	-	(7,000)	1,291,500
Weighted average exercise price		$0.25	$Nil	$Nil	$0.25	$0.25

Subsequently, the Company issued 100,000 stock options to its director at an exercise price of $0.25 for a period of five years, expiring on April 29, 2021.

As at March 31, 2016, the weighted average contractual remaining life of options is 4.05 years (September 30, 2015 – 4.53 years). The weighted average fair value of stock options granted during the six months ended March 31, 2016 was $Nil (2015 -$Nil).

Stock option transactions and the number of stock options for the year ended September 30, 2015 are summarized as follows:


Expiry date	Exercise price	September 30, 2014	Granted	Exercised	Expired/ cancelled	September 30, 2015
October 5, 2014	$3.00	10,000	-	-	(10,000)	-
June 23, 2015	$2.00	10,000	-	-	(10,000)	-
October 1, 2015	$5.90	86,500	-	-	(86,500)	-
May 4, 2016	$6.10	42,500	-	-	(42,500)	-
May 7, 2017	$2.60	63,500	-	-	(63,500)	-
February 25, 2019	$1.00	212,500	-	-	(212,500)	-
October 1, 2015	$0.25	-	6,000	-	-	6,000
May 7, 2017	$0.25	-	4,500	-	-	4,500
February 25, 2019	$0.25	-	22,500	-	-	22,500
April 29, 2020	$0.25	-	1,265,500	-	-	1,265,500
Options outstanding		425,000	1,298,500	-	(425,000)	1,298,500
Options exercisable		425,000	1,298,500	-	(425,000)	1,298,500
Weighted average exercise price		$2.80	$0.25	$Nil	$2.80	$0.25

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

10.

STOCK OPTIONS AND WARRANTS – continued

Stock option compensation plan – continued

The weighted average assumptions used to estimate the fair value of options for the six months ended March 31, 2016 and 2015 were as follows:


	March 31, 2016	March 31, 2015
Risk-free interest rate	n/a	n/a
Expected life	n/a	n/a
Expected volatility	n/a	n/a
Expected dividend yield	n/a	n/a

Warrants

On April 29, 2015, the Company’s warrants were consolidated on a 10 for 1 basis and the exercise prices were reflected as such (Note 9(b)).

The continuity of warrants for the six months ended March 31, 2016 is as follows:


Expiry date	Exercise price	September 30, 2015	Issued	Exercised	Expired	March 31, 2016
December 16, 2016	$1.50	483,666	-	-	-	483,666
March 17, 2017	$1.50	266,667	-	-	-	266,667
May 15, 2017	$1.00	1,200,000	-	-	-	1,200,000
September 11, 2017	$1.00	900,000	-	-	-	900,000
October 3, 2017	$0.40	687,000	-	-	-	687,000
October 9, 2017	$0.40	755,500	-	-	-	755,500
December 24, 2017	$1.00	300,000	-	-	-	300,000
April 29, 2018	$0.40	3,000,000	-	-	-	3,000,000
March 8, 2020	$0.15	-	7,000,000	-	-	7,000,000
Outstanding		7,592,833	7,000,000	-	-	14,592,833
Weighted average exercise price		$0.70	$0.15	$Nil	$Nil	$0.44

As at March 31, 2016, the weighted average contractual remaining life of warrants is 2.73 years (September 30, 2015 – 2.11 years).

The continuity of warrants for the year ended September 30, 2015 is as follows:


Expiry date	Exercise price	September 30, 2014	Issued per Plan of Arrangement	Issued	Exercised	Expired	September 30, 2015
December 16, 2016	$1.50	483,666	-	-	-	-	483,666
March 17, 2017	$1.50	266,667	-	-	-	-	266,667
May 15, 2017	$1.00	-	1,200,000	-	-	-	1,200,000
September 11, 2017	$1.00	900,000	-	-	-	-	900,000
October 3, 2017	$0.40	687,000	-	-	-	-	687,000
October 9, 2017	$0.40	-	755,500	-	-	-	755,500
December 24, 2017	$1.00	-	300,000	-	-	-	300,000
April 29, 2018	$0.40	-	-	3,000,000	-	-	3,000,000
Outstanding		2,337,333	2,255,500	3,000,000	-	-	7,592,833
Weighted average exercise price		$0.98	$0.80	$0.40	$Nil	$Nil	$0.70

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

10.

STOCK OPTIONS AND WARRANTS – continued

Finder’s warrants

On April 29, 2015, the Company’s finder’s warrants were consolidated on a 10 for 1 basis and the exercise prices were reflected as such (Note 9(b)).

The continuity of finder’s warrants for the six months ended March 31, 2016 is as follows:


Expiry date		Exercise price	September 30, 2015	Issued	Exercised	Expired	March 31, 2016
October 3, 2015		$1.50	47,150	-	-	(47,150)	-
October 9, 2015		$1.50	56,500	-	-	(56,600)	-
April 29, 2016	*	$0.25	6,000	-	-	-	6,000
September 8, 2017	⁽¹⁾	$0.10	-	223,750	-	-	223,750
Outstanding			109,650	223,750	-	(103,650)	229,750
Weighted average exercise price			$1.43	$0.10	$Nil	$1.50	$0.10

*Subsequently, 6,000 finder’s warrants expired.

⁽¹⁾ The finder’s warrants are exercisable into units, with each unit consisting of one common share and one warrant exercisable for 4 years at $0.15.

As at March 31, 2016, the weighted average contractual remaining life of finder’s warrants is 1.41 years (September 30, 2015 – 0.05 years).

The continuity of finder’s warrants for the year ended September 30, 2015 is as follows:


Expiry date	Exercise price	September 30, 2014	Issued per Plan of Arrangement	Issued	Exercised	Expired	September 30, 2015
September 11, 2015	$0.50	26,880	-	-	-	(26,880)	-
October 3, 2015	$1.50	47,150	-	-	-	-	47,150
October 9, 2015	$1.50	-	56,500	-	-	-	56,500
April 29, 2016	$0.25	-	-	6,000	-	-	6,000
Outstanding		74,030	56,500	6,000	-	(26,880)	109,650
Weighted average exercise price		$1.10	$1.50	$0.25	$Nil	$0.50	$1.43

The weighted average assumptions used to estimate the fair value of finder’s warrants for the six months ended March 31, 2016 and 2015 were as follows:


	March 31, 2016	March 31, 2015
Risk-free interest rate	0.64%	n/a
Expected life	1.5 years	n/a
Expected volatility	150.28%	n/a
Expected dividend yield	n/a	n/a

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

11.

RELATED PARTY TRANSACTIONS

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

For the six months ended March 31, 2016

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term benefits

Termination

benefits

Share-based

payments

Total

Jason Weber

Chief Executive Officer,

Director ^(b)

$ 60,000

$ Nil

$ 60,000

For the six months ended March 31, 2015

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term benefits

Termination

benefits

Share-based

payments

Total

Marc G. Blythe,

Director ^(c)

$ 87,500

$ Nil

$ 87,500

Related party transactions and balances


		Six months ended		Balance due
	Services	March 31, 2016	March 31, 2015	As at March 31, 2016	As at September 30, 2015
Amounts due to:
Jason Weber ^(b)	Consulting fee and share-based payment	$ 60,000	$ -	$ 15,060	$ 10,500
Marc. G. Blythe ^(c)	Wages, consulting fee and share-based payment	$ -	$ 87,500	$ -	$ -
Pacific Opportunity Capital Ltd. ^(a)	Accounting, financing and shareholder communication services	$ 108,350	$ 94,850	$ 198,443	$ 314,676
TOTAL:				$ 213,503	$ 325,176

(a) The president of Pacific Opportunity Capital Ltd., a private company, is a director of the Company. Of this amount, $130,000 has been classified as non-current liability while the remaining $68,443 has been classified as current liability.

(b) Jason Weber was appointed as the Chief Executive Officer effective April 29, 2015.

(c) Marc Blythe resigned from being the Chief Executive Officer effective April 29, 2015. Mr. Blythe remains as a director of the Company.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

12.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The significant non-cash investing and financing transactions during the six months ended March 31, 2016 were as follows:

As at March 31, 2016, a total of $14,498 in exploration and evaluation assets and a total of $18,509 in share issue costs were included in accounts payable and accrued liabilities;

The Company recorded $300,000 in share capital related to the issue of common shares pursuant to the shares for debt settlement; and

The Company recorded $22,979 in share issue costs related to the issue of finder’s warrants pursuant to the private placement financing completed.

The significant non-cash investing and financing transactions during the six months ended March 31, 2016 were as follows:

The Company recorded $60,000 in share capital related to the issue of common shares pursuant to the acquisition of exploration and evaluation assets (Note 7 USA).

13.

SEGMENTED INFORMATION

The Company has one reportable operating segment, that being the acquisition and exploration of mineral properties. Geographical information is as follows:


	March 31, 2016		September 30, 2015
Non-current assets
Mexico	$	-	$	498,484
USA		145,901		149,034
Peru		1,595,876		1,686,124
Canada		1,175,413		1,175,691
	$	2,917,190	$	3,509,333

14.

FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, market risk and commodity price risk.

(a)

Currency risk

The Company’s property interests in Peru and USA make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company’s exploration program, some of its general and administrative expenses and financial instruments denoted in a foreign currency are exposed to currency risk. A 10% change in the Peruvian nuevo sol and US dollar over the Canadian dollar would change the results of operations by approximately $8,300.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

14. FINANCIAL INSTRUMENTS – continued

(b)

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to the liquidity of its cash. The Company limits exposure to credit risk by maintaining its cash with a large Canadian financial institution.

(c)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company has sufficient cash to settle its current liabilities, but further funding will be required to meet the Company’s short-term and long-term operating needs. The Company manages liquidity risk through the management of its capital structure.

Accounts payable and accrued liabilities are due within the current operating period.

(d)

Market risk

Market risks to which the Company is exposed include unfavorable movements in commodity prices, interest rates, and foreign exchange rates. As at March 31, 2016, the Company has no producing assets and holds the majority of its cash in secure, Canadian dollar-denominated deposits. Consequently, its exposure to these risks has been significantly reduced, but as the Company redeploys its cash, exposure to these risks may increase. The objective of the Company is to mitigate exposure to these risks while maximizing returns.

The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.

Interest rate risk

As at March 31, 2016, the Company’s exposure to movements in interest rates was limited to potential decreases in interest income from changes to the variable portion of interest rates for its cash. Market interest rates in Canada are at historically low levels, so management does not consider the risk of interest rate declines to be significant, but should such risks increase the Company may mitigate future exposure by entering into fixed-rate deposits. A 1% change in the interest rate, with other variables unchanged, would affect the Company by an annualized amount of interest equal to approximately $5,000.

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

14. FINANCIAL INSTRUMENTS – continued

(d)

Market risk – continued

ii)

Foreign exchange risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company may maintain cash and other financial instruments, or may incur revenues and expenditures in currencies other than the Canadian dollar. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, which may include but are not limited to US dollars and Peruvian nuevo sol, could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

(e)

Commodity price risk

The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of minerals such as gold, zinc, lead and copper. The Company’s input costs are also affected by the price of fuel. The Company closely monitors mineral and fuel prices to determine the appropriate course of action to be taken by the Company.

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.


As at March 31, 2016		Level 1		Level 2		Level 3		Total
Assets:
Cash	$	514,784	$	-	$	-	$	514,784

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited, presented in Canadian Dollars)

15.

MANAGEMENT OF CAPITAL RISK

The Company considers items included in shareholders’ equity as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations. The Company’s approach to managing capital remains unchanged from the year ended September 30, 2015.

16.

CONTINGENT LIABILITIES

As a result of the administrative practices with respect to mining taxation in Mexico, there can be significant uncertainty, in regards to when, or if, taxes are payable and the amount that may ultimately be payable. As at September 30, 2015, Mexican claim taxes totalling approximately $766,000 had been levied. Of this amount, $563,000 ($193,000 for 2014 and $370,000 for 2015) relates to properties that were held by Minera Tarsis, S.A. de C.V., which the Company has applied to wind up, and $203,000 ($63,000 for 2014 and $140,000 for 2015) relates to properties being acquired. On February 16, 2016, the Company sold all its Mexican properties, Yago, Mezquites and San Pedro, to Almadex, and reduced the claim taxes to $173,783. These taxes will never be paid in full and any amount that will, or might, be payable cannot realistically be determined at this time. Accordingly, these taxes have been disclosed as a contingent liability, and not recognized as a liability or provision.

17.

EVENT AFTER THE REPORTING PERIOD

On April 7, 2016, the Company completed a non-brokered private placement by issuing 3,100,000 units (“Unit”) at a price of $0.10 per Unit for gross proceeds of $310,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 4 year period at a price of $0.15. In connection with the financing, the Company issued 155,000 finder’s warrants, each of which is exercisable into one Unit at a price of $0.10 for a period of 18 months. Each Unit consists of one common share and one non-transferable warrant exercisable for a 4 year period at a price of $0.15.

EX-99.2 3 alianzaq22016mda.htm MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis

[alianzaq22016mda001.jpg]

ALIANZA MINERALS LTD.

(Formerly Tarsis Resources Ltd.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

March 31, 2016

INTRODUCTION

This is Management’s Discussion and Analysis (“MD&A”) for Alianza Minerals Ltd. (formerly Tarsis Resources Ltd.) (“Alianza” or the “Company”) and has been prepared based on information known to management as of May 24, 2016.

The MD&A is intended to complement and supplement the Company’s condensed consolidated interim financial statements, but it does not form part of those condensed consolidated interim financial statements. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended March 31, 2016 and the related notes and the audited consolidated financial statements for the years ended September 30, 2015 and related notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included in those financial statements and/or this MD&A are quoted in Canadian dollars unless otherwise specified.

FORWARD LOOKING STATEMENTS

Certain sections of this MD&A provide, or may appear to provide, a forward-looking orientation with respect to the Company’s activities and its future results. Consequently, certain statements contained in this MD&A constitute expressed or implied forward-looking statements. Terms including, but not limited to, “anticipate”, “estimate”, “believe” and “expect” may identify forward-looking statements. Forward-looking statements, while they are based on the current knowledge and assumptions of the Company’s management, are subject to risks and uncertainties that could cause or contribute to the actual results being materially different than those expressed or implied. Readers are cautioned not to place undue reliance on any forward-looking statement that may be in this MD&A.

Forward looking statements that have been made in this MD&A include:

Plans for exploration of the Company’s exploration and evaluation assets;

Impairment of long-lived assets;

Plans or activities to be performed by optionee companies on the Company’s exploration and evaluation assets;

The progress, potential and uncertainties of the Company’s exploration and evaluation assets in Nevada, Peru and Yukon Canada.

References to future commodity prices;

Budgets or estimates with respect to future activities;

Estimates of how long the Company expects its working capital to last;

Expectations regarding the ability to raise capital and to continue its exploration and development plans on its properties; and

Management expectations of future activities and results.

ADDITIONAL INFORMATION

Financial statements, MD&A’s and additional information relevant to the Company and the Company’s activities can be found on SEDAR at www.SEDAR.com and/or on the Company’s website at www.alianzaminerals.com.

SUMMARY AND OUTLOOK

On April 29, 2015, Alianza acquired all of the issued and outstanding common shares of Alianza Holdings Ltd. (formerly Estrella Gold Corporation, “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 each Estrella shareholder received one Alianza common share for each Estrella common share, on a pre-consolidation basis. Estrella is now a wholly-owned subsidiary of Alianza.

In connection with the Arrangement and immediately upon completion thereof, Alianza 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.”

Alianza is a prospect generator focused on the Americas, particularly the Cordilleran regions that characterize western North and South America. As a prospect generator, the goal of Alianza is to acquire mineral exploration and evaluation assets (Mineral Properties) on attractive terms, add value through early stage exploration and then vend or option some or all of a value-added Mineral Property to a third party explorer for further advancement.

The Company may receive cash or share consideration at the time of the option agreement or during the term of the option agreement. In addition, the Company normally retains an ownership interest in the Mineral Property and a royalty on potential future production.

The environment for junior resource companies has been challenging for many months and it is anticipated that recovery of the sector may take many more months. We evaluate our projects on a regular basis using criteria that include political environment, relative cost of exploration, seasonality and type of mineral. As a result of our review, we may from time to time add or drop the Mineral Properties.

The Company believes that with the Arrangement with Estrella, the Company has positioned itself well as a prospect generator due to the following:

Broad base of projects in Peru, Nevada and 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; and

Tight share structure backed by several strategic shareholder groups.

In conjunction with the Arrangement, Alianza raised $750,000 by way of a financing (“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.

On March 8, 2016, the Company completed a non-brokered private placement by issuing 7,000,000 units (“Unit”) at a price of $0.10 per Unit for gross proceeds of $700,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 4 year period at a price of $0.15. In connection with the financing, the Company paid $22,375 as a cash finder’s fee and issued 223,750 finder’s warrants, each of which is exercisable into one Unit at a price of $0.10 for a period of 18 months. Each Unit consists of one common share and one non-transferable warrant exercisable for a 4 year period at a price of $0.15. All securities have a 4-month hold period expiring on July 8, 2016.

On April 7, 2016, the Company completed the second tranche of a non-brokered private placement by issuing 3,100,000 units (“Unit”) at a price of $0.10 per Unit for gross proceeds of $310,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 4 year period at a price of $0.15. In connection with the financing, the Company issued 155,000 finder’s warrants, each of which is exercisable into one Unit at a price of $0.10 for a period of 18 months. Each Unit consists of one common share and one non-transferable warrant exercisable for a 4 year period at a price of $0.15. All securities have a 4-month hold period expiring on August 7, 2016.

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

For the 2016 fiscal year, the Company has continued to monitor its cash very closely and is focusing on key objectives to improve shareholder value. The Company intends to raise more funds either through exploration partnership agreements or with additional private placements in fiscal 2016.

Additional Mineral Property information, including 2016 activity, can be found in Section 3 and more detailed Mineral Property information can be found on the Company’s website at www.alianzaminerals.com.

Management’s overall expectations for the Company are positive, due in part to the following factors:

The Company and Alamos Gold Inc. (“Alamos”) signed an agreement with Compañía de Minas Buenaventura S.A.A. (“Buenaventura”) to assign Buenaventura the right to explore and develop the Pucarana gold property in Peru for a 3% net smelter royalty where the Company’s net interest is 1.08%.

The Company will work with 50 King Capital Exploration Inc. (“50 King”), a private company, to determine the best option is for the Yanac property in Peru.

The Company is focusing its exploration on gold, silver and copper due to management’s expectation of increasing gold, silver and copper prices; and

The Company is working towards negotiating additional ventures on its existing portfolio of properties; and

Management continues its efforts to build the project portfolio through grassroots generative initiatives as well as project acquisitions.

TABLE OF CONTENTS


*1. Background*		5

*2. Overview*		5
2(a)	Company Mission and Focus	5
2(b)	Qualified Person	5
2(c)	Description of Metal Markets	5
2(d)	Use of the terms “Mineral Resources” and “Mineral Reserves”	5

*3. Mineral Properties*		6
3(a)	Peru	6
i.	Yanac	6
ii.	Pucarana	6
iii.	Isy	7
iv.	La Estrella	7
v.	Others – Generative	7
3(b)	USA	7
i.	East Walker	8
ii.	Fri Gold	8
iii.	Horsethief	8
iv.	Bellview	9
v.	Columbia	9
vi.	Kobeh	9
vii.	Ashby	9
viii.	BP	10
3(c)	Canada	11
i.	White River	11
ii.	Others – Goz Creek, MOR, Tim and Prospector Mountain	11
3(d)	Mexico	12

*4. Risks and Uncertainties*		14

*5. Impairment of Long-lived Assets*		15

*6. Material Financial and Operations Information*		16
6(a)	Selected Annual Financial Information	16
6(b)	Summary of Quarterly Results	16
6(c)	Review of Operations and Financial Results	16
6(d)	Liquidity and Capital Resources	17
6(e)	Disclosure of Outstanding Share Data	17
6(f)	Off-Balance Sheet Arrangements	19
6(g)	Transactions with Related Parties	19
6(h)	Financial Instruments	19
6(i)	Management of Capital Risk	21

*7. Events after the Reporting Period*		22

*8. Policies and Controls*		22
8(a)	Significant Accounting Judgments and Estimates	22
8(b)	Exploration and Evaluation Assets	22

*9. Internal Control Over Financial Reporting*		23

*10. Information on the Officers and Board of Directors*		23

[alianzaq22016mda002.jpg]

1. Background

Alianza was incorporated in Alberta, Canada, on October 21, 2005 under the Business Corporations Act of Alberta, changed its name on June 17, 2009 to “Tarsis Resources Ltd.” and further changes its name to “Alianza Minerals Ltd.” on April 29, 2015.

The Company was listed and began trading on the TSX Venture Exchange (“TSX”) as a Capital Pool Company (“CPC”) under Exchange Policy 2.4 on March 1, 2006 under the symbol “TCC”. On July 23, 2007, the Company completed a Qualifying Transaction and moved from being a CPC to an operating exploration company. On April 29, 2015, the Company completed the Arrangement with Estrella and began trading under the symbol “ANZ”. Historical information on the formation of the Company and the Company’s Arrangement can be found on the Company’s website www.alianzaminerals.com or on SEDAR at www.sedar.com.

2. Overview

2(a) Company Mission and Focus

As a prospect generator, the Company’s goal is to identify, acquire and exploit properties with gold, silver and copper mineralization. With the completion of the Arrangement, the Company focuses on the Americas, particularly the Cordilleran regions that characterize western North and South America, with properties in Peru, Nevada USA and Yukon Canada.

The goal is to acquire and/or generate good mineral prospects, add value to those prospects through preliminary exploration efforts, and then either vend them to 3^rd parties or option them to partners who will fund further exploration in order to earn a partial interest in the prospects. An acquisition of a prospect can be the outright purchase of a property or it can be as a result of generative exploration efforts. Generative exploration consists largely of prospecting, target reconnaissance and the staking of claims that the Company’s geological team considers viable targets to meet the Company’s prospect generator exploration criteria.

The Company’s key indicators of success are: (1) Acquisition of properties with potential merit for exploration, option and partner agreements, (2) Exploration or definition of properties such that they are more attractive to potential exploration partners and (3) Exploration partner/option agreements.

2(b) Qualified Person

Jason Weber, BSc., P.Geo is the Qualified Persons as defined under National Instrument 43-101 responsible for the technical disclosure in this document. Mr. Weber is the President and Chief Executive Officer of Alianza.

Mr. Weber prepared the technical information contained in this MD&A.

2(c) Description of Metal Markets

Gold and silver prices have remained above their long term averages, albeit with high levels of volatility. Market interest in gold exploration is currently stronger than for base metals.

Market interest in exploration for copper, zinc and lead is increasing. The Company will continue to monitor its resources relative to its opportunities during the fiscal year.

2(d) Use of the terms “Mineral Resources” and “Mineral Reserves”

Any reference in this MD&A to Mineral Resources does not mean Mineral Reserve.

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

3. Mineral Properties

The Company has properties in Peru, Nevada USA and Yukon Canada. The following is a brief description of the Mineral Properties owned by the Company.

3(a) Peru

Yanac

Yanac property is located in Chincha region of the department of Ica, south-central Peru. It was acquired by the Company’s wholly-owned subsidiary Estrella through concession applications in April 2011 within the Strategic Exploration Alliance with Cliffs Natural Resources Exploration Inc., a wholly owned subsidiary of Cliffs Natural Resources Inc. (NYSE: CLF) (“Cliffs”). The Yanac Property contains 5,200 hectares of mineral lands which host a large zone of outcropping copper mineralization, extending 800 meters (N-S) by 400 meters (E-W).

On February 27, 2013, Cliffs and Estrella entered into a Limited Liability Company Membership Agreement in respect of the Yanac property where each party has a 50:50 interest after Cliffs spending US$750,000. In December 2015, Cliffs’ interest in Yanac was acquired by 50 King Capital Exploration Inc. (“50 King”), a private company, which has hereby taken over all previous obligations of Cliffs. As of March 31, 2016, a total of US$1,818,290 had been spent on the Yanac property.

50 King can acquire an additional 20% interest in the Yanac property, to a total 70% interest, by spending a minimum of US$4,000,000 (including the above mentioned US$750,000) and completing 3,000 meters of drilling by February 27, 2017. If 50 King fails to acquire the additional 20%, 100% of the property reverts to the Company, subject in certain circumstances to a potential NSR royalty in favor of 50 King. Upon earning 70%, 50 King can acquire an additional 10% interest in the Yanac property, to a total 80% by completing an NI 43-101 Compliant Pre-Feasibility Study or by defining a compliant Inferred Mineral Resource containing a minimum of 1,000,000 ounces of gold or gold equivalent, within four years of earning its 70% interest. If 50 King elects not to earn an additional 10% interest, 50 King will pay the Company US$2,000,000 within 60 days and the parties will fund their proportional interest, subject to conventional dilution. If either party’s interest in the Yanac property is reduced to 10% or less, that interest will be converted to a 2% NSR royalty.

ii.

Pucarana

The Pucarana Gold project contains 1,889 hectares of land located in the Orcopampa Silver-Gold District of Peru. The property is located between Buenaventura Mines’ Poracota Mine and Chipmo Mine, indicating that the district contains very significant potential for additional mineralization. Pucarana contains gold and silver mineralization hosted in quartz vein zones, and associated with favourable epithermal alteration zones.

The Pucarana property is held by Pucarana S.A.C. (“Pucarana”) where the Company owns 36% interest, Alamos Gold Inc. (“Alamos”) owns 60% and Gallant Minerals Ltd. owns 4%.

On May 22, 2015, Pucarana signed an Assignment Agreement with Compania de Minas Buenaventura S.A.A. (“Buenaventura”) whereby Pucarana assigned to Buenaventura the rights to the Pucarana property. In consideration, Buenaventura granted a 3% NSR royalty to Pucarana that is then distributed as to 60% to Alamos (1.8% NSR), 36% to the Company (1.08% NSR) and 4% to Gallant Minerals Ltd (0.12% NSR).

iii.

Isy

The property contains 3,100 hectares located in the Department of Ayucucho. The target was identified based on regional analysis of LANDSAT alteration anomalies, structural geology, and regional metallogenic studies and was acquired in 2010. The property contains Miocene volcanic rocks, containing extensive epithermal alteration. Estrella has completed initial reconnaissance mapping and sampling which has confirmed the presence of anomalous gold values in two locations, with associated highly anomalous epithermal-suite metals (Sb, As, Ag).

iv.

La Estrella

La Estrella contains 1,200 hectares located 130 km south of Huancayo in the Department of Huancavelica.

The Company is actively looking for ways to advance this property in Peru, along with Isy, to joint-venture ready status or option them out.

Others – Generative

On October 28, 2015, the Company announced that the first phase of a generative exploration program in southern Peru has been completed. This work included data compilation and targeting to be followed by the next phase of field reconnaissance and target acquisition.

On February 11, 2016, the Company announced that it undertook an extensive geological targeting exercise (The Southern Peru Generative Study) to identify new grassroots gold and base metal exploration targets. In excess of 30 targets were generated and are being prioritized for acquisition in the second phase of the program, with a focus on potentially large and high grade targets. This will provide Alianza with a strong portfolio of additional projects in southern Peru to advance and present to strategic partners.

3(b) USA

On January 27, 2015, the Company announced that it signed a binding agreement to acquire eight gold properties in Nevada, USA from Sandstorm Gold Ltd. (“Sandstorm”) by issuing 150,000 shares (post 10:1 share consolidation) to Sandstorm and granting a net smelter returns royalty ranging from 0.5% to 1.0% while the underlying owners retain NSRs ranging from Nil to 3%. The Company also granted Sandstorm a right of first refusal on any future metal streaming agreements on these properties.

Ashby

Bellview

Columbia

East Walker

Fri Gold

Horsethief

Hot Pot

Kobeh

In August 2015, the Company reduced the size of each of the Ashby, Bellview, Columbia, East Walker, Fri Gold and Horsethief properties and dropped the Hot Pot property. In March 2016, the Company reduced the size of the Bellview property.

An extensive data set provided to the Company documents the evaluation, geological work, permitting and drilling that has been carried out on these properties by previous owners such as Bridgeport Gold Inc. and Fronteer Development Group Inc. The following section describes each property and summarizes exploration results to date:

East Walker

The East Walker property is located in Lyon County, west of Hawthorne. The geology is prospective for high-sulphidation epithermal gold mineralization. Outcrop mapping expanded the area of clay-silica alteration, which remains open to the north and south, to at least 900 by 600 metres in size. Geochemical results and visual observations indicate significant leaching, but two areas were chip sampled approximately 70 metres apart, returning 20 metres averaging 1.38 g/t Au and 23.1 metres averaging 0.49g/t Au. The system appears to consist of steeply east-west oriented structures. Limited prior drilling (shallow, vertical holes dating back to the mid 1980’s) has not tested 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.

A 2% NSR is payable to Nevada Eagle Resources LLC (“NER”) from production from some claims on the property and a 1% NSR is payable to Sandstorm from all the claims on the property.

ii.

Fri Gold

The Fri Gold property is located in Nye County, northwest of Tonapah. Historical exploration has been focused on low-sulphidation epithermal veins. Recent work indicates that near-vertical northwest oriented structures associated with gold mineralization can be traced for approximately 1,000 metres. Prior operators did not likely test these structures, however one vertical drillhole collared in the vicinity of the vein structure is reported to have returned approximately 1 g/t gold over 10.5 metres.

Recent work also confirmed the presence of gold mineralization at surface and geochemical signatures combined with visual observations indicate that the portion of the system exposed likely still lies above the potential boiling zone and prime areas for gold deposition may be preserved.

A 2% NSR is payable to NER and a 1% NSR is payable to Sandstorm on production from the property.

iii.

Horsethief

The Horsethief property is located in Lincoln County, northeast of Pioche. 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 2015 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 favourable pathfinder geochemistry indicating that the targets are prospective for Carlin-style mineralization in permissive stratigraphy projected to exist at depth.

A 2% NSR is payable to NER on production from some claims on the property and a 1% NSR is payable to Sandstorm from all the claims on the property.

iv.

Bellview

The Bellview property is located in White Pine County, near the Bald Mountain Gold Mine which is owned and operated by Barrick Gold Corp. (“Barrick”), along the Carlin – Alligator Ridge Trend. Bellview 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-NI43-101 compliant gold resource and later work by Fronteer Development Group Inc. (“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 metres above the Secret Canyon Shale and Eldorado Dolomite contact, a stratigraphic position recognized regionally for its potential to host mineralization.

Upon production from the property, some of the claims on the property have a 2% NSR to Fronteer with a 1% NSR to Sandstorm, while the remaining claims have a 1% NSR to Sandstorm.

Columbia

The Columbia property is located in Humboldt County, approximately 160 kilometers northwest of Winnemucca. Gold has been identified in quartz veins associated with arsenopyrite and chlorite/sericite altered wallrock. The main Columbia vein appears continuous over more than one kilometer and appears to intersect a circular feature inferred by a previous operator to be a subsided caldera.

Limited sampling in the current program confirmed the presence of high grade gold mineralization with a narrow (10 cm) vein sample returning 13.65 g/t gold. Management is considering a prospecting, mapping and soil geochemical survey program to further delineate areas prospective for high grade gold mineralization.

A 2% NSR is payable to NER and a 1% NSR is payable to Sandstorm on production from the property.

vi.

Kobeh

The Kobeh property consists of 37 claims (335 hectares) located in Eureka County, near Eureka. The property lies on the Battle Mountain – Eureka Trend. The exploration target on this property is Carlin style gold mineralization. The property geology consists of shallow pediment cover over Mississippian Webb and Ordovician Vinini Formation rocks similar to those on the adjacent and better known Afghan property.

A sizeable database exists for the Kobeh project and due to its excellent location within this gold district, the Company will continue to review the database to identify targets with productive members of the stratigraphy.

A 3% NSR is payable to NER and two individuals and a 0.5% NSR is payable to Sandstorm on production from the property.

vii.

Ashby

The Ashby property is located in Mineral County, near Hawthorne. The claims cover 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.

A 2% NSR is payable to NER and a 1% NSR is payable to Sandstorm on production from the property.

viii.

Black Jack Springs (“BJS”)

In August 2015, the Company reduced the size of the BP property and dropped the BJS property.

On September 18, 2013, the Company announced exploration results from the BP property. The BP property is being explored for Carlin-style gold mineralization within the southern Carlin Trend between the Rain and Bald Mountain deposits.

Prospecting and outcrop sampling carried out by the Company has identified gold-bearing jasperoid breccia samples with grades ranging from below detection to 247 ppb gold. The most significant of these samples occur 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.

Geochemistry

A variety of jasperoid is present at BP and some styles are altered but unmineralized. Jasperoid with anomalous gold values feature elevated Carlin-style pathfinder elements which include arsenic, thallium, mercury and antimony. The most significant gold-bearing samples are shown below accompanied by anomalous key Carlin-style pathfinder elements.


Sample	Gold (ppb)	Arsenic (ppm)	Thallium (ppm)	Mercury (ppm)	Antimony (ppm)
L993072	247	125	14.6	2.6	87
L995588	191	224	0.9	3.6	60
L995589	162	256	1.0	4.5	66
L995353	77	1,490	18.2	26.7	339

During 2013, the Company collected 144 rock samples from the property in addition to 232 infill and grid expansion soil samples. Anomalous gold-in-soil values range from 5 ppb to a maximum of 34.9 ppb and are coincident with the gold-bearing jasperoid samples listed in the table above.

Stratigraphy/Structure

Detailed geological mapping by the Company and a cursory inspection by a local Great Basin specialist identified a sequence of upper Silurian to early Mississippian clastic and carbonate rocks of which at least four sub-units are believed to host gold mineralization elsewhere within the southern Carlin Trend.

Structural mapping has identified a network of high-angle normal faults that are associated with highly silicified carbonate and/or jasperoid. Intense jasperoid development occurs at the intersection of NNW, E and NE striking high-angle fault zones.

A simplified structural interpretation of the BP property consists of a series of large horst and graben fault blocks that have down-dropped younger siliciclastic units against older carbonate stratigraphy. All stratigraphy is believed to be upright.

A broad open syncline occurs within a large fault block located in the northeast part of the property and some of the higher gold-bearing jasperoid development occurs within the hinge zone of the syncline.

The Company is actively looking for ways to advance all the Nevada properties to joint-venture ready status or option them out.

3(c) Canada

White River

During the 2010 fiscal year, the Company acquired and named the White River Property through the staking. Currently, White River consists of 335 claims covering approximately 7,000 hectares. The property is located at the western end of the Nisling Range, within the Tintina Gold Province. It is situated 11 kilometers north of Koidern, a minor settlement on the paved, all weather Alaska Highway. The Alaska Highway can be seen from the property.

During 2013 there was a court decision in the Yukon Territory supporting the White River First Nation’s (“WRFN”) assertion that the Yukon Government did not properly consult the WRFN on issuing a drilling permit on the Project. The Company will continue to work with the Yukon Government and the WFRN in a limited manner.

The Company believes it has behaved appropriately, responsibly and in accordance with all legal and regulatory requirements in its dealings with both First Nations regarding the White River property. On July 5, 2013, Justice Vale of the Supreme Court of Yukon supported the WRFN which indicates to the Company that there is work to be done between the Yukon Government and the WRFN with respect to defining a mutually acceptable consultation process.

ii.

Others – Goz Creek, MOR, Tim and Prospector Mountain

On July 23, 2007, the Company purchased from Almaden certain properties in Yukon and one property in Mexico (Erika) and Almaden has a 2% NSR royalty on future production from these mineral claims:

Goz Creek – located 180 kilometers north east of Mayo, Yukon.

MOR – located 35 kilometers east of Teslin, Yukon and is 1.5 kilometers north of the paved Alaska Highway.

Tim – located 72 kilometers west of Watson Lake, Yukon and 12 kilometers northeast of the Silvertip/Midway deposit.

On June 10, 2008 the Company signed another agreement with Almaden to acquire a 100% interest in the Prospector Mountain gold-silver-copper property, located in central Yukon. The Company issued 10,000 fully paid common shares (post 10: 1 share consolidation) to Almaden and made a cash payment of $30,000 for a 100% interest in the property. Almaden will retain a 2% net smelter royalty (NSR) over any minerals produced from the property, however, half of the NSR may be purchased by the Company at any time after the production commences for fair value as determined by an independent valuator. The Company will also issue to Almaden 50,000 fully paid common shares (post 10:1 share consolidation) upon receipt of a positive bankable feasibility study for the property.

All five Yukon projects represent excellent exploration opportunities, with one example being the MOR Property, a VMS target in southern Yukon. Alianza is targeting mineralization similar to BMC Minerals’ recent Krakatoa discovery at its Kudz Ze Kayah project. Drilling at MOR in 2007 and 2008 intersected massive and semi-massive sulphides in as many as three horizons, including a 7.80 metre intersection in MOR07-02 averaging 1.18% copper, 1.26 g/t gold, 52.2 g/t silver and 1.52% zinc. A total of 11 holes have intersected mineralization of varying thickness and grade over 600 metres of strike length. Additional geochemical and geophysical targets remain to be tested for their VMS potential. This project and the rest of the Yukon portfolio are available for option.

3(d) Mexico

On July 23, 2007, the Company purchased from Almaden Minerals Ltd. (“Almaden”) the Erika property, along with 4 properties in the Yukon. As of September 30, 2015, the Company dropped the Erika property.

On June 10, 2013, the Company purchased from Almaden five properties in Mexico and two properties in Nevada USA by issuing 400,000 common shares (post 10:1 share consolidation) at a price of $0.55 per share to Almaden on July 25, 2013. Almaden also retains a 2% Net Smelter Return (“NSR”) royalty on future production on all these properties.

Yago

Gallo de Oro (this is part of the Yago property)

San Pedro

Mezquites

Llano Grande

In August 2015, the Company reduced the size of the Mezquites property and dropped the Llano Grande property.

In December 2015, the Company reduced the size of the Yago property. On February 5, 2016, the Company sold all its remaining Mexican properties, Yago, Mezquites and San Pedro, to Almadex Minerals Limited (“Almadex”). In return, the Company will receive a 1% NSR which is capped at $1,000,000.

Exploration and Evaluation Assets for the period ended March 31, 2016


	Peru		USA		Canada	Mexico

	Yanac	Others	East Walker	Others		Yago	Others	Total

Balance at September 30, 2015	$ 493,572	$ 617,459	$ 3,981	$ 145,053	$ 1,174,169	$ 480,084	$ 18,400	$ 2,932,718

Additions during the period
Exploration expenditures:
Camp, travel and meals	78	426	-	-	-	-	-	504
Geological consulting	7,013	5,642	-	-	-	-	-	12,655
Ground geophysics	-	-	-	-	-	-	-	-
Legal	-	-	-	-	-	-	-	-
Licence and permits	-	-	-	-	-	-	-	-
Office and administrative fees	-	9	-	-	-	-	-	9
	7,091	6,077	-	-	-	-	-	13,168

Less:
Write-down of properties	-	-	-	(3,133)	-	(480,084)	(18,400)	(501,617)

Net additions / (subtractions)	7,091	6,077	-	(3,133)	-	(480,084)	(18,400)	(488,449)

Foreign currency translation	(10,147)	(89,685)	-	-	-	-	-	(99,832)

Balance at March 31, 2016	$ 490,516	$ 533,851	$ 3,981	$ 141,920	$ 1,174,169	$ -	$ -	$ 2,344,437

4. Risks and Uncertainties

The Company is engaged in the exploration for mineral deposits. These activities involve significant risks which even with careful evaluation, experience and knowledge may not, in some cases, be eliminated. The Company’s success depends on a number of factors, many of which are beyond its control. The primary risk factors affecting the Company include inherent risks in the mining industry, metal price fluctuations and operating in foreign countries and currencies.

Inherent risks within the mining industry

The commercial viability of any mineral deposit depends on many factors, not all of which are within the control of management. Some of the factors that will affect the financial viability of a given mineral deposit include its size, grade and proximity to infrastructure. Government regulation, taxes, royalties, land tenure and use, environmental protection and reclamation and closure obligations could also have a profound impact on the economic viability of a mineral deposit.

Mining activities also involve risks such as unexpected or unusual geological operating conditions, floods, fires, earthquakes, other natural or environmental occurrences and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or for other reasons. The Company does not currently maintain insurance against political or environmental risks. Should any uninsured liabilities arise, they could result in increased costs, reductions in profitability, and a decline in the value of the Company’s securities.

There is no assurance at this time that the Company’s current mineral properties will be economically viable for development and production.

Prices for gold and other commodities

Metals prices are subject to volatile price fluctuations and have a direct impact on the commercial viability of the Company’s exploration properties. Price volatility results from a variety of factors, including global consumption and demand for metals, international economic and political trends, fluctuations in the US dollar and other currencies, interest rates, and inflation. The Company has not hedged any of its potential future gold or other metal sales. The Company closely monitors gold prices as well as other metal prices to determine the appropriate course of action to be taken by the Company.

Foreign currency risks

The Company uses the Canadian dollar as its measurement and reporting currency, and therefore fluctuations in exchange rates between the Canadian dollar and other currencies may affect the results of operations and financial position of the Company. The Company does not currently have any foreign currency or commercial risk hedges in place.

The Company raises the majority of its equity financings in Canadian dollars while foreign operations are predominately conducted in Peruvian soles and US dollars. Fluctuations in the exchange rates between the Canadian dollar, US dollar and Peruvian soles may impact the Company’s financial condition.

Risks Associated with Foreign Operations

The Company’s investments in foreign countries such as Peru and USA carry certain risks associated with different political, business, social and economic environments. The Company is currently evaluating gold and other commodities in Peru and USA, but will undertake new investments only when it is satisfied that the risks and uncertainties of operating in different cultural, economic and political environments are manageable and reasonable relative to the expected benefits.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance and regulatory characteristics of property rights in certain foreign countries. Access to mineral properties also involves certain inherent risks due to the change in local ranchers and land owners.

Future government, political, legal or regulatory changes in the foreign jurisdictions in which the Company currently operates or plans to operate could affect many aspects of the Company’s business, including title to properties and assets, environmental protection requirements, labor relations, taxation, currency convertibility, repatriation of profits or capital, the ability to import necessary materials or services, or the ability to export produced materials.

The exploration of mineral resources in Peru and USA is subject to a comprehensive review, approval and permitting process that involves various federal, state and local agencies. There can be no assurance given that the required approvals and permits for a mining project, if technically and economically warranted, on the Company’s claims can be obtained in a timely or cost-effective manner. The Peru, Mexican or US government may enact a law requiring royalties on minerals produced from federal lands, including unpatented claims.

Competition

The Company competes with larger and better-financed companies for exploration personnel, contractors and equipment. Increased exploration activity has increased demand for equipment and services. There can be no assurance that the Company can obtain required equipment and services in a timely or cost-effective manner.

Financing

All of the Company’s short- to medium-term operating and exploration cash flow have been derived from external financing. Should changes in equity-market conditions prevent the Company from obtaining additional external financing in the future, the Company will review its exploration-property holdings and programs to prioritize project expenditures based on funding availability.

5. Impairment of Long-lived Assets

The Company completed an impairment analysis as at March 31, 2016, which considered the indicators of impairment in accordance with IAS 36, “Impairment of Assets”. Management concluded that no further impairment charges were required other than those already taken because:

there have been no significant changes in the legal factors or climate that affects the value of the properties;

all property rights remain in good standing;

there have been no significant changes in the projections for the properties;

exploration results are generally positive;

the Company intends to continue its exploration and development plans on its properties or seek optionees/partners for future exploration of its properties.

6. Material Financial and Operations Information

6(a) Selected Annual Financial Information

The following selected annual financial information has been derived from the last three audited financial statements of the Company, which have been prepared in accordance with IFRS. All dollar amounts are expressed in Canadian dollars.


	*Year Ended September 30, 2015*	*Year Ended September 30, 2014*	*Year Ended September 30, 2013*
General and administrative expenses	$ 898,730	$ 645,576	$ 578,669
Write-off of exploration and evaluation assets / Impairment allowance	2,465,156	3,439,175	704,581
Loss for the year	2,830,806	4,118,039	1,316,658
Basic and diluted loss per share	0.30	0.84	0.33
Total assets	3,548,340	4,327,326	7,248,052
Total long-term financial liabilities	314,676	532,000	497,000
Cash dividend declared – per share	N/A	N/A	N/A

6(b) Summary of Quarterly Results

The following is a summary of the Company’s financial results for the last eight quarters:


	Three months ended
	March 31, 2016		December 31, 2015		September 30, 2015		June 30, 2015
Total Revenues	$	-	$	-	$	-	$	-
Loss before other items	$	188,347	$	154,847	$	177,709	$	438,360
Net loss	$	603,032	$	239,787	$	1,659,717	$	861,859
Loss per share	$	0.04	$	0.02	$	0.12	$	0.08


	Three months ended
	March 31, 2015		December 31, 2014		September 30, 2014		June 30, 2014
Total Revenues	$	-	$	-	$	-	$	-
Loss before other items	$	184,835	$	97,826	$	113,520	$	113,388
Net loss	$	211,729	$	97,501	$	3,587,566	$	113,173
Loss per share	$	0.03	$	0.02	$	0.68	$	0.02

6(c) Review of Operations and Financial Results

For the three months ended March 31, 2016 compared with the three months ended March 31, 2015:

The Company recorded a net loss for the three months ended March 31, 2016 of $603,032 (loss per share - $0.04) compared to a loss of $211,729 (loss per share - $0.03) for the three months ended March 31, 2015.

Excluding the non-cash depreciation of $868 (2015 - $243), the expenses increased to $187,479 (2015 – $184,592). The change in the expenses was mainly due to decrease in: (a) accounting and legal fees of $77,685 (2015 - $100,239); and slightly increases in: (b) investor relations and shareholder information of $22,551 (2015 - $11,024) and (c) office expenses of $14,102 (2015 - $3,809) which were related to the acquisition of Estrella by the Company.

The other major item for the three-months ended March 31, 2016, compared with March 31, 2015, was:

Write-down of exploration and evaluation assets of $414,608 (2015 - $Nil);

For the six months ended March 31, 2016 compared with the six months ended March 31, 2015:

The Company recorded a net loss for the six months ended March 31, 2016 of $842,819 (loss per share - $0.06) compared to a loss of $309,230 (loss per share - $0.05) for the six months ended March 31, 2015.

Excluding the non-cash depreciation of $1,907 (2015 - $485), the expenses increased to $341,287 (2015 – $282,176). The change in the expenses was mainly due to increases in: (a) investor relations and shareholder information of $30,832 (2015 - $16,363); (b) office expenses of $28,607 (2015 - $8,662); (c) property investigation expenses of $14,630 (2015 - $Nil); and (d) wages, benefits and consulting fees $112,660 (2015 - $90,774) which were related to the acquisition of Estrella by the Company.

The other major item for the six-months ended March 31, 2016, compared with March 31, 2015, was:

Write-down of exploration and evaluation assets of $501,617 (2015 - $Nil).

The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.

6(d) Liquidity and Capital Resources

As at March 31, 2016, the Company had working capital of $320,449 (September 30, 2015 – working capital deficit of $87,298). As at March 31, 2016, cash totaled $514,784, an increase of $497,784 from $17,000 as at September 30, 2015. The increase is due to (a) net proceeds from the financing activities of $658,505; while being offset by (b) the exploration and evaluation assets expenditures of $121,804 and (c) operating activities of $35,807.

Management estimates that the current cash position, and future cash flows from warrants and options, financings, receivables, and any option agreements the Company may achieve, will be sufficient for the Company to carry out its anticipated exploration and operating plans through fiscal 2016.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives.

6(e) Disclosure of Outstanding Share Data

Common Shares

Authorized: unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series.


	Issued and Outstanding
	March 31, 2016	May 26, 2016
Common shares	22,779,078	25,879,078

Stock option transactions and the number of stock options for the six months ended March 31, 2016 are summarized as follows:


Expiry date	Exercise price	September 30, 2015	Granted	Exercised	Expired/ cancelled	March 31, 2016
October 1, 2015	$0.25	6,000	-	-	(6,000)	-
May 7, 2017	$0.25	4,500	-	-	-	4,500
February 25, 2019	$0.25	22,500	-	-	-	22,500
April 29, 2020	$0.25	1,265,500	-	-	(1,000)	1,264,500
Options outstanding		1,298,500	-	-	(7,000)	1,291,500
Options exercisable		1,298,500	-	-	(7,000)	1,291,500
Weighted average exercise price		$0.25	$Nil	$Nil	$0.25	$0.25

Subsequently, the Company issued 100,000 stock options to its director at an exercise price of $0.25 for a period of five years, expiring on April 29, 2021.

The continuity of warrants for the six months ended March 31, 2016 is as follows:


Expiry date	Exercise price	September 30, 2015	Issued	Exercised	Expired	March 31, 2016
December 16, 2016	$1.50	483,666	-	-	-	483,666
March 17, 2017	$1.50	266,667	-	-	-	266,667
May 15, 2017	$1.00	1,200,000	-	-	-	1,200,000
September 11, 2017	$1.00	900,000	-	-	-	900,000
October 3, 2017	$0.40	687,000	-	-	-	687,000
October 9, 2017	$0.40	755,500	-	-	-	755,500
December 24, 2017	$1.00	300,000	-	-	-	300,000
April 29, 2018	$0.40	3,000,000	-	-	-	3,000,000
March 8, 2020	$0.15	-	7,000,000	-	-	7,000,000
Outstanding		7,592,833	7,000,000	-	-	14,592,833
Weighted average exercise price		$0.70	$0.15	$Nil	$Nil	$0.44

The continuity of finder’s warrants for the six months ended March 31, 2016 is as follows:


Expiry date		Exercise price	September 30, 2015	Issued	Exercised	Expired	March 31, 2016
October 3, 2015		$1.50	47,150	-	-	(47,150)	-
October 9, 2015		$1.50	56,500	-	-	(56,600)	-
April 29, 2016	*	$0.25	6,000	-	-	-	6,000
September 8, 2017	⁽¹⁾	$0.10	-	223,750	-	-	223,750
Outstanding			109,650	223,750	-	(103,650)	229,750
Weighted average exercise price			$1.43	$0.10	$Nil	$1.50	$0.10

* Subsequently, 6,000 finder’s warrants expired.

⁽¹⁾ The finder’s warrants are exercisable into units, with each unit consisting of one common share and one warrant exercisable for 4 years at $0.15.

The remaining outstanding stock options, warrants and finder’s warrants, if all exercised, would increase the Company’s cash by $7,260,062. However, the strike prices of the options, warrants and finder’s warrants are greater than the current share price, and this may influence whether options, warrants and finder’s warrants that expire in the near future will be exercised.

As at the date of this MD&A, there were 25,879,078 common shares issued and outstanding and 45,720,911 common shares outstanding on a diluted basis.

6(f) Off-Balance Sheet Arrangements

None at this time.

6(g) Transactions with Related Parties

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

For the six months ended March 31, 2016

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term benefits

Termination

benefits

Share-based

payments

Total

Jason Weber

Chief Executive Officer,

Director ^(b)

$ 60,000

$ Nil

$ 60,000

For the six months ended March 31, 2015

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term benefits

Termination

benefits

Share-based

payments

Total

Marc G. Blythe,

Director ^(c)

$ 87,500

$ Nil

$ 87,500

Related party transactions and balances


		Six months ended		Balance due
	Services	March 31, 2016	March 31, 2015	As at March 31, 2016	As at September 30, 2015
Amounts due to:
Jason Weber ^(b)	Consulting fee and share-based payment	$ 60,000	$ -	$ 15,060	$ 10,500
Marc. G. Blythe ^(c)	Wages, consulting fee and share-based payment	$ -	$ 87,500	$ -	$ -
Pacific Opportunity Capital Ltd. ^(a)	Accounting, financing and shareholder communication services	$ 108,350	$ 94,850	$ 198,443	$ 314,676
TOTAL:				$ 213,503	$ 325,176

(b) Jason Weber was appointed as the Chief Executive Officer effective April 29, 2015.

(c) Marc Blythe resigned from being the Chief Executive Officer effective April 29, 2015. Mr. Blythe remains as a director of the Company.

6(h) Financial Instruments

The Company’s financial instruments consists of cash, receivables, deferred financing costs, accounts payable and accrued liabilities and due to related parties which are all in the normal course of business. Available for sale securities are recognized at fair value due to their ability for prompt liquidation or short term maturity.

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, market risk and commodity price risk.

(a)

Currency risk

(b)

Credit risk

(c)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company does not have sufficient cash to settle its current liabilities, and further funding will be required to meet the Company’s short-term and long-term operating needs. The Company manages liquidity risk through the management of its capital structure.

Accounts payable and accrued liabilities are due within the current operating period.

(d)

Market risk

The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of these commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.

Interest rate risk

ii)

Foreign exchange risk

(e)

Commodity price risk

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.


		Level 1		Level 2		Level 3		Total
Assets:
Cash	$	514,784	$	-	$	-	$	514,784

6(i) Management of Capital Risk

The Company considers its capital to be its shareholders’ equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the acquisition and exploration of mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

In order to maximize ongoing development efforts, the Company does not pay dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations.

There were no changes to the Company’s approach to capital management during the period and the Company is not subject to any externally imposed capital requirements.

7. Events after the Reporting Period

None other than disclosed already in other sections.

8. Policies and Controls

8(a) Significant Accounting Judgments and Estimates

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

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

Critical judgments

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

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

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

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

8(b) Exploration and Evaluation Assets

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

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

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

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

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

9. Internal Control Over Financial Reporting

Changes in Internal Control over Financial Reporting (“ICFR”)

No changes occurred in the current period of the Company’s ICFR that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

10. Information on the Officers and Board of Directors

Directors:

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

Jason Weber, BSc, P.Geo

Marc G. Blythe, MBA, P.Eng.

John R. Wilson, BSc, MS, CPG

Craig T. Lindsay, CFA

Adrian Fleming, BSc, P.Geo

Geoff Chater, BSc, Geology

Audit Committee members:

Marc G. Blythe, Craig T. Lindsay and Adrian Fleming

Management:

Jason Weber, BSc, P. Geo – Chief Executive Officer, President

Winnie Wong, CPA, CA – Chief Financial Officer and Corporate Secretary

EX-99.3 4 ceocertification.htm CEO CERTIFICATION Certification

This is an unofficial consolidation of Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Jason Weber, Chief Executive Officer, Alianza Minerals Ltd., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Alianza Minerals Ltd., (the “issuer”) for the interim period ended March 31, 2016.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 24, 2016

“Jason Weber”

_______________________

Jason Weber

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.4 5 cfocertification.htm CFO CERTIFICATION Certification

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Winnie Wong, Chief Financial Officer, Alianza Minerals Ltd., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Alianza Minerals Ltd. (the “issuer”) for the interim period ended March 31, 2016.

Date: May 24, 2016

“Winnie Wong”

_______________________

Winnie Wong

Chief Financial Officer

NOTE TO READER

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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