FortyTwo holds the MAX Mine facility which includes an underground molybdenum mine, crushing, milling and concentrating facilities, tailings storage facilities, mineral claims, mining leases, licenses and other holdings located near Trout Lake in the Revelstoke Mining Division of the Province of British Columbia.

The MAX Mine facility is located 16 km by road from Taranis’ Thor Ag-Au-Pb-Zn-Cu Project and is a molybdenum mine that operated from 2007 until November 2011 when depressed metal prices led to suspension of operations. The mine is currently under care and maintenance.

The Agreement and the transactions contemplated therein are subject to acceptance by the TSX Venture Exchange.

Overview of the Agreement

The essential terms of the Agreement are as follows:

(a) Taranis will made the following cash payments to Roca:

(i) C$150,000 as a non-refundable deposit, allowing Taranis three months to undertake due diligence and initiate financing;

(ii) C$25,000 payable on September 1, 2015 if the closing of the exercise of the Option has not occurred by August 31, 2015;

(iii) C$50,000 payable on October 1, 2015 if the closing of the exercise of the Option has not occurred by September 30, 2015; and

(iv) C$75,000 payable on November 1, 2015 if the closing of the exercise of the Option has not occurred by October 31, 2015.

(b) In order to exercise the Option, Taranis will be required to make an additional cash payment of C$1,200,000 and issue 3,000,000 warrants to Roca, each of which will entitle Roca to purchase one common share of Taranis at a price of C$0.10 for a period of 2 years from the date of issuance.

(c) During the term of the Option, Taranis and Roca will work together to make effective use of FortyTwo’s milling facility, its existing tax loss pools and the resource at Taranis’ Thor property.

(d) In the event of the exercise of the Option, Taranis will work to settle FortyTwo’s outstanding indebtedness with its various creditors, a number of which have outstanding liens on FortyTwo’s assets.

(e) Roca will be responsible for FortyTwo’s ongoing care and maintenance of the MAX site, including mine management, regulatory and permit compliance during the term of the Option.

In addition to the MAX Mine, FortyTwo also holds tax loss pools accumulated to date of approximately $50 million and the MAX Project, which consists of 59 mineral claims totaling approximately 5,489 hectares and certain under-surface rights located in the Revelstoke Mining Division of the Province of British Columbia.

The MAX molybdenum deposit is subject to a 2.5% NSR in favour of a third party, 60% of which (1.5%) may be repurchased at the price of C$1M for each 30% of the NSR (or 0.75%).

Thor Ag-Au-Pb-Zn-Cu Project

In 2006, Taranis purchased 27 Crown Grants north of Trout Lake from the T. Eaton Estate that effectively cover 2 km of prospective precious and base metal mineralization. The claims (1,800 Hectares) are owned 100% by Taranis and encompass five former producing mines.

In 2007-2008 Taranis completed surface drilling (152 drill holes, 35 surface trenches and extensive underground sampling) in preparation for undertaking a maiden Resource Estimate on the project.

Taranis engaged Roscoe Postle Associates (RPA) in 2013 to complete a Resource Estimate on the project using only the 2007/2008 exploration data. Approximately 75% of the existing Resource is estimated to be open-pittable, a significant factor in reducing the capital expendit

ures necessary to moving Thor towards production.