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YGT.V ·

TerraX Announces Exercise in Full of Over-Allotment Option in Connection with Recently Completed C$5 Million Financing

Financings

51177517.1

January 10, 2020

TSXV: TXR

Frankfurt: TX0

OTC Pink: TRXXF

PRESS RELEASE

Not for distribution to U.S. news wire services or dissemination in the United States.

TerraX Announces Exercise in Full of Over-Allotment Option in Connection with

Recently Completed C$5 Million Financing

Vancouver, B.C. – TerraX Minerals Inc. (TSX-V: TXR; Frankfurt: TX0; OTC Pink: TRXXF)

(“TerraX” or the “Company”) is pleased to announce that BMO Capital Markets (the

“Underwriter”) has exercised in full its over-allotment option (the “Over-Allotment Option”) to

purchase an additional 2,000,000 common shares in the capital of the Company (the “Common

Shares”), in connection with the Company’s recently completed bought deal offering of C$5

million which closed on December 27, 2019 (the “Offering”). On closing of the Over-Allotment

Option, the Company will have issued 22,000,000 Common Shares for gross proceeds of

C$5,500,000 pursuant to the Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as

amended, and may not be offered or sold in the United States absent registration or an

applicable exemption from the registration requirements. This news release shall not constitute

an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in

any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Over-Allotment Option is expected to close on or about January 17, 2020. As previously

announced, the net proceeds of the Offering will be used to advance exploration at the

Company’s wholly-owned Yellowknife City Gold project, for working capital, and for general

corporate purposes.

On behalf of the Board of Directors,

"DAVID SUDA”

David Suda

President and CEO

For more information, please contact:

Samuel Vella

Manager of Corporate Communications

Phone: 604-689-1749 / Toll-Free: 1-855-737-2684

[email protected]

51177517.1

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

This news release contains forward-looking information, which involves known and unknown risks,

uncertainties and other factors that may cause actual events to differ materially from current expectation.

Important factors - including the availability of funds, the results of financing efforts, the completion of due

diligence and the results of exploration activities - that could cause actual results to differ materially from

the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR

(see www.sedar.com). Forward-looking statements in this news release include, but are not limited to,

statements regarding the expected timing of closing of the Over-Allotment Option and the use of

proceeds from the Offering. Readers are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date of this press release. The company disclaims any intention or

obligation, except to the extent required by law, to update or revise any forward-looking statements,

whether as a result of new information, events or otherwise.