TerraX announces Private Placement of $2.5 Million and sale of option on 1.0% NSR for $1 Million to Osisko; drills 14.09 m @ 2.96 g/t Au at Northbelt.

May 13, 2015

Yellowknife, Northwest Territories - TerraX Minerals Inc. (TSX.V: TXR; OTC Pink: TRXXF; Frankfurt: TX0) has agreed to grant an option to Osisko Exploration James Bay Inc. (formerly Virginia Mines Inc.) ("Osisko Exploration"), a wholly-owned subsidiary of Osisko Gold Royalties Ltd. ("Osisko") (TSX: OR) to purchase an additional 1.0% net smelter return royalty ("NSR") on its wholly-owned Yellowknife City Gold Project ("YCG") in the Northwest Territories. To purchase this option, Osisko Exploration will pay TerraX $1 Million in cash. The option entitles Osisko Exploration to purchase a 1.0% NSR on production from the properties that comprise the YCG by payment of an additional $2 Million within 3 months following commencement of production. This 1.0% NSR is in addition to the existing Osisko Exploration option to acquire a 2% NSR on YCG (subject to underlying royalties to certain property vendors, and payment of $2 Million within 3 months of the start of production from those properties). Osisko Exploration owns 9.24% of the common shares of TerraX.

Osisko will also invest up to $2.5 Million into TerraX through the purchase of a non-brokered flow-through private placement of common shares at a premium to market, subject to certain conditions as follows:

the concurrent completion of a private placement by TerraX of up to $3.5 million on comparable terms;

TerraX obtaining approval from the TSX Venture Exchange, where such approval shall not require TerraX shareholder approval of the transactions;

execution of definitive transaction documentation in respect of the additional NSR and Osisko private placement; and

appointment of a nominee of Osisko to the board of TerraX on closing.

The above conditions may be waived by Osisko at its discretion.

All proceeds from these private placements will be used for eligible Canadian Exploration Expenses on the YCG.

Joe Campbell, President of TerraX, stated, "TerraX is pleased to have this significant investment by Osisko. We take this as evidence of Osisko's belief in the world class potential of the Yellowknife City Gold project and their confidence in TerraX's technical team."

Final Drill Results from Winter Program

TerraX has received assay results from the final fifteen holes drilled in the 2015 winter drill program on the YCG in the Northwest Territories. Eleven of these holes are step-out holes drilled to test the southern strike extension of gold mineralization intersected in previous drill holes on the Barney Zone, and also test up dip of the zone to 90 meters vertical depth. All these holes hit the mineralized shear where expected, confirming structure, with various amounts of quartz veining and sulphides. Highlights included:

14.09 m @ 2.96 g/t Au, including 2.41 m @ 15.43 g/t Au, in hole TBY15-005, and

15.00 m @ 1.59 g/t Au, including 2.00m @ 4.85 g/t Au and 3.00 m @ 3.56 g/t Au, in hole TBY15-003.

The remaining four holes were drilled to test the projected intersection of the Crestaurum Shear and Shear 20 to the west of Barney. Two holes (TCR15-029 and 030) were drilled due west and tested the Crestaurum Zone at depth (approximately 230 meter vertical depth) confirming the presence of the mineralized structure. Two additional holes (TCR15-031 and 032) were drilled due east and tested Shear 20 at a shallow depth (approximately 75 m) and 500-550 m north of known mineralization drilled in 1994 (21.12m @ 2.91 g/t Au), confirming that mineralization on the Shear 20 structure extends at least 500 m north of previous drilling. With this information, TerraX believes it will be able to successfully target the Crestaurum-Shear 20 intersection point in the next phase of drilling.

BARNEY ZONE

The Barney Zone is a complex shear system striking north and dipping steeply to the east at surface and west at depth. It has been followed on surface for approximately 4 km, and is visible in LiDAR imagery for the length of the property (approximately 15 km). It has been drilled over 600 m of strike length to a depth of approximately 300 meters vertical from surface by approximately 50 drill holes. The shear consistently contains moderate to low grade gold, and the higher gold grade mineralized zone within the shear contains quartz veins and significant arsenopyrite, pyrite, galena mineralization with intensive sericitic, chloritic, and carbonate alteration.

The holes reported today from the current drill program were collared to the south and up dip of the known mineralization, in an area only accessible by winter drilling on ice. The northern strike extension and the down dip extension of the high grade zone can be drilled from land based holes and will be tested this summer/fall.

Two holes targeted the higher grade potion of the Barney Zone. Hole TBY15-005 intersected 14.09 m @ 2.96 g/t Au, inclusive of 2.41 m @ 15.43 g/t Au, 50 m south along strike from NB95-16W1 (22.42 m @ 6.35 g/t Au, inclusive of 5.16 m @ 18.40 g/t Au reported August 25th, 2014). Hole TBY 15-003 intersected 15.00 m @ 1.59 g/t Au, inclusive of 2.00 m @ 4.85 g/t Au and 3.00 m @ 3.56 g/t Au, 100 m south along strike and 50 m down dip from NB95-16W1. These two holes indicate continuity of the zone to the south, and it remains open beyond TBY15-003. Eight holes were targeted above the higher grade zone, from 50 m to 160 m up dip and up to 100 m south along strike from NB95-16W1. All holes intersected the main shear, but it was narrower, and the character of mineralization changed to higher silver and lead, including 4.12 m @ 32.4 g/t Ag and 1.36% Pb in TBY15-007 located 90 m up dip of NB95-15W1. This hole also contained 2.00 meters at 3.99 g/t Au. These holes confirm a halo of silver and lead mineralization distal from the core gold mineralized zone. A map showing the drill collar locations is available on our web site atwww.terraxminerals.com.

Barney 2015 Drill Holes

Drill Hole	Dip	Azimuth	UTM Location			From (m)	To (m)	Interval (m)	Au g/t	Ag g/t	Pb %
			(NAD 83)
			Easting	Northing
Barney High Grade Zone
TBY15-005	-70	85	636835	6943369		246.74	260.83	14.09	2.96	6.4	-
TBY15-005	-70	85	636835	6943369	incl.	258.42	260.83	2.41	15.43	10.8	-
TBY15-003	-65	85	636794	6943322		277.00	292.00	15.00	1.59	2.4	-
					incl.	278.00	280.00	2.00	4.85	2.0	-
					incl.	287.00	290.00	3.00	3.56	3.6	-
Barney Up Dip of High Grade Zone
TBY15-002	-55	85	636794	6943322		244.60	250.08	5.48	0.51	2.8	-
TBY15-004	-58	85	636835	6943369		208.00	209.04	1.04	0.34	30.9	1.20
TBY15-006	-55	85	636903	6943372		108.59	118.02	9.43	0.20	9.9	0.26
TBY15-006	-55	85	636903	6943372	incl.	108.59	111.30	2.71	0.32	24.1	0.86
TBY15-007	-70	85	636903	6943372		141.00	161.00	20.00	0.65	8.4	0.33
					incl.	142.40	146.52	4.12	0.52	32.4	1.36
					incl.	159.00	161.00	2.00	3.99	11.7	0.26
TBY15-008	-55	85	636903	6943422		96.00	98.00	2.00	0.23	2.0	0.18
TBY15-009	-70	85	636903	6943422		127.00	129.34	2.34	0.13	21.3	0.77
TBY15-009	-70	85	636903	6943422	and	137.00	140.00	3.00	0.33	18.9	1.42
TBY15-010	-50	85	636903	6943322		125.60	127.80	2.20	1.18	1.2	-
TBY15-010	-50	85	636903	6943322	and	135.89	137.50	1.61	0.87	1.1	-
TBY15-011	-70	85	636903	6943322		181.65	191.86	10.21	0.84	6.5	0.30
					incl.	183.90	189.56	2.66	2.2	12.5	0.56
					incl.	185.54	187.58	2.04	0.69	25.8	1.34
Barney Down Dip of High Grade Zone
TBY15-001	-58	85	636724	6943413		331.00	343.12	12.12	0.61	3.3	-
TBY15-001	-58	85	636724	6943413	incl.	339.50	343.32	3.62	1.10	5.5	-

CRESTAURUM AND SHEAR 20 ZONES

Two holes (TCR15-029 and 030) were drilled due west and targeted on the projected intersection of the Crestaurum with Shear 20. Drilling determined that Shear 20 is behind the collars of these two holes, which did successfully intersect and confirm the presence of the Crestaurum Zone at greater vertical depth (230 m vertical depth) and further north (150-200 m) along strike than any previously reported holes.

Two holes (TCR15-031 and 032) were drilled at the opposite azimuth to TCR15-029 and 030 (due east) and were designed to intersect Shear 20. These holes successfully intersected Shear 20 at shallow depth (75 m), and confirmed the zone is mineralized 500-550 m north of previous drilling in 1994. With this information, TerraX believes it will be able to successfully target the Crestaurum-Shear 20 intersection point in the next phase of drilling.

Shear 20 and Crestaurum 2015 Drill Holes

	Dip	Azimuth	UTM Location			From (m)	To (m)	Interval (m)	Au g/t	Zone
			(NAD 83)
			Easting	Northing
TCR15-029	-60	270	636344	6942589		245.00	245.75	0.75	2.61	Crestaurum
TCR15-030	-60	270	636410	6942619		298.00	299.00	1.00	2.10	Crestaurum
TCR15-031	-50	90	636319	6942609		107.00	108.00	1.00	8.64	Shear 20
TCR15-032	-50	90	636319	6942631		82.38	87.25	4.87	1.39	Shear 20
TCR15-032	-50	90	636319	6942631	incl.	85.62	87.25	1.63	3.41	Shear 20

Drill intersections were designed to be normal to the strike and near normal to the dip of the mineralized structures and represent 80-100% of true thickness. TerraX collected 999 samples for assay from the 15 drill holes reported here. Results ranged from below detection in all metals to a high of 33.0 g/t Au, 58.4 g/t Ag and 4.02% Pb. Drill hole collar locations were surveyed to sub-meter accuracy. Down hole surveying (Easy Shot) was completed on all holes. TerraX inserts certified standards and blanks into the sample stream as a check on laboratory QC. Drill core samples are cut by diamond saw at TerraX's core facilities in Yellowknife. A halved core sample is left in the core box. The other half core is sampled and transported by TerraX personnel in securely sealed bags to ALS Chemex's (ALS) preparation laboratory in Yellowknife. After sample preparation, samples are shipped to ALS's Vancouver facility for gold and ICP analysis. Gold assays of >3 g/t are re-assayed on a 30 gm split by fire assay with a gravimetric finish. ALS is a certified and accredited laboratory service. ALS routinely inserts certified gold standards, blanks and pulp duplicates, and results of all QC samples are reported.

TerraX and GeoVector Management Inc. were responsible for planning the drill holes. GeoVector was also responsible for the management and supervision of the drill program. The technical information contained in this news release has been approved by Joseph Campbell, the President of TerraX, who is a Qualified Person as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects."

About the Yellowknife City Gold Project

The Yellowknife City Gold Project encompasses approximately 94.9 sq km of contiguous land immediately north of the City of Yellowknife in the Northwest Territories. Through a series of acquisitions, TerraX now controls one of the six major high-grade gold camps in Canada - and the least explored.

The project lies on the prolific Yellowknife greenstone belt and covers 15 km of strike length on the northern extension of the shear system that hosts the high-grade Con and Giant gold mines. The project area contains multiple shears that are the recognized hosts for gold deposits in the Yellowknife gold district, with innumerable gold showings and high grade drill results this past year that serve to indicate the project's potential as a world-class gold district. Since February 2013, TerraX has consolidated the project area by acquiring, optioning and staking numerous properties, including: Northbelt, Goodwin, Ryan Lake, Walsh Lake, and U-Breccia, as well as staking additional contiguous lands. Being all-season road accessible and within 15 km of the City of Yellowknife, the YCG is close to vital infrastructure, including transportation, service providers, hydro-electric power and skilled trades people

For more information on the Yellowknife City Gold Project, please visit our web site atwww.terraxminerals.com.

On behalf of the Board of Directors

"JOSEPH CAMPBELL"

Joseph Campbell
President

Contact: Paradox Public Relations
[email protected]
Phone: 514-341-0408
Toll Free: 1-866-460-0408

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 (seewww.sedar.com). 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, future events or otherwise.

News Releases

TerraX announces Private Placement of $2.5 Million and sale of option on 1.0% NSR for $1 Million to Osisko; drills 14.09 m @ 2.96 g/t Au at Northbelt.

May 13, 2015

News

News Releases

TerraX announces Private Placement of $2.5 Million and sale of option on 1.0% NSR for $1 Million to Osisko; drills 14.09 m @ 2.96 g/t Au at Northbelt.

May 13, 2015

News

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