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

TerraX Minerals Inc. (TSX-V: TXR; Frankfurt: TX0; OTC Pink: TRXXF) ("TerraX" or the "Company") is pleased to announce that it has entered into an agreement with BMO Capital Markets ("BMO"), as sole underwriter, under which BMO has agreed to buy on a bought deal basis 20 million common shares (the "Common Shares"), at a price of C$0.25 per Common Share for gross proceeds of C$5 million (the "Offering"). The Company has granted BMO an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 10% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about December 27, 2019 and is subject to TerraX receiving all necessary regulatory approvals.

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.

The Common Shares will be offered by way of a short form prospectus in each of the provinces of Canada, excluding Quebec and may also be offered by way of private placement in the United States.

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.

About TerraX

Through a series of acquisitions, TerraX owns a 100% interest in the Yellowknife City Gold ("YCG") Project, encompassing 783 sq km of contiguous land within 12 kilometers of the city of Yellowknife. The Project is located in the prolific Yellowknife greenstone belt, covering 70 kilometers of strike length along the main mineralized break in proximity to the former high-grade Con and Giant gold mines which have produced over 14 million ounces of gold. The YCG Project is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric power and skilled tradespeople.

For more information on the YCG project, please visit our web site at www.terraxminerals.com.

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]

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 anticipated closing date of, the use of proceeds from, and the obtaining of the necessary regulatory approvals for 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 th e extent required by law, to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

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