Califfi Capital Corp. Announces Qualifying Transaction

423 East 10^th Street North Vancouver, B.C.

V7L 2E5

Trading Symbol: TSX-V: CFI.P Telephone: 604-619-0225 Fax: 604-980-6264 Email: [email protected]

Califfi Capital Corp. Announces Qualifying Transaction

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Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

April 11, 2019 - Vancouver, British Columbia: Califfi Capital Corp. (the “Corporation” or “Califfi”) (TSXV: CFI.P) is pleased to announce that it has entered into a letter of intent dated April 5, 2019 to acquire Fenix Gold Inc. (“Fenix”), a private Ontario mineral exploration company (the “Acquisition”). The letter of intent provides that it will be superceded and replaced with a more formal definitive agreement that will contain standard representations and warranties for agreements of a like nature. The letter of intent and the more formal definitive agreement are hereinafter referred to collectively as the “Agreement”.

Fenix holds certain mineral concessions, applications in the process of becoming mineral concessions and interests in joint venture earn-in agreements, all of which comprise the Abriaqui and Santo Domingo mineral exploration projects in Colombia.

Pursuant to the Agreement, Califfi will consolidate its currently issued and outstanding shares on a “one new for 2 old” basis, and acquire 100% of the issued and outstanding shares of Fenix from their holders for consideration consisting of 25 million post-consolidated shares of Califfi (the “Purchase Price”). The only 10% or greater shareholder of the Resulting Issuer will be 23342982 Ontario Inc., which is wholly-owned by John Carlesso, a resident of Ontario.

Califfi was incorporated on November 24, 2016 under the laws of British Columbia, is a reporting issuer in the provinces of British Columbia and Alberta, and is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange”). The transaction contemplated by the Agreement will constitute Califfi’s “Qualifying Transaction” as defined under Exchange Policy 2.4. The acquisition of Fenix will be carried out by parties dealing at arm’s length to one another and therefore will not be considered to be a “Non-Arm’s Length Qualifying Transaction”, as such term is defined under the policies of the Exchange. As result, a formal meeting of Califfi’s shareholders to approve the Acquisition should not be required, as said approval will likely be obtained by consent from the holders of in excess of 50% of Califfi’s current issued and outstanding share capital, although receipt of Exchange acceptance will be a condition of closing.

In connection with the Acquisition, Califfi intends to carry out certain concurrent transactions, including the Financing (as defined below). The concurrent closing of the Acquisition and the Financing (collectively, “the Closing”) is presently targeted to occur on or before July 31, 2019. On Closing, the resulting entity (the “Resulting Issuer”) shall change senior management and directors (details below), and will change its name to complement the business of the Resulting Issuer.

The Acquisition

Subject to Exchange acceptance, the completion of the Financing (as described below), and the satisfaction of other conditions contained or to be contained in the Agreement, Califfi will issue on Closing to the Fenix

\\tjy.local\DomainProfiles\Folders\glenn yeadon\Documents\Doc\COMPANIES\califfi capital corp\nr\2019\april\11\califfiapril112019nr.docx shareholders 25 million post-consolidated Califfi Shares (as defined below) at a deemed price of C$0.27 per share, in satisfaction of the Purchase Price.

The Abriaqui mineral exploration project

The Abriaqui Project consists of four mining claims. Two claims are 100% owned by Fenix, and the third and fourth claims are held pursuant to a JV with a local mining co-operative whereby Fenix has acquired 35% ownership and has the right to earn-in up to 90% interest in the claim (50% ownership upon completion of a USD $50,000 substraction report and production facility, and USD $100,000 payment; 90% ownership upon USD $900,000 exploration expenses and USD $100,000 payment).

The Santo Domingo mineral exploration project

The Santo Domingo Project consist of 3 mining claims. Two of these are 100% owned by Fenix. The third claim is held pursuant to a JV earn-in agreement with 4 local individuals, whereby Fenix has the right to earn-in up to a 90% interest based on USD $500,000 expenditures and a USD $100,000 payment.

The Financing

The terms of the Agreement include that Fenix shall arrange for the completion of a financing for gross proceeds of a minimum of C$2 million (the “Financing”) prior to and/or concurrent with the closing of the Acquisition. Further information with respect to the Financing will be disclosed in due course once available, by way of press releases.

Currently, the authorized share capital of Califfi consists of an unlimited number of common shares (the “Califfi Shares”) of which (a) 15,125,000 Califfi Shares are currently issued and outstanding; (b) 1,500,000 Califfi Shares are reserved for issuance under outstanding stock options uner Califfi’s stock option plan (the “Option Plan”, as described below) and 375,000 Califfi Shares are reserved for issuance under outstanding compensation options. Immediately prior to Closing, no more than 17,000,000 pre-consolidated Califfi Shares will be issued and outstanding as fully paid and non-assessable.

Upon Closing of the Acquisition and assuming completion of the minimum C$2 million under the Financing, it is expected that there will be approximately 41 million post-consolidated shares of the Resulting Issuer issued and outstanding, with approximately a further 13 million shares reserved for issuance under outstanding warrants and incentive stock options granted or available for future grant.

Changes to Board and Management

On Closing, it is anticipated that Mr. John Carlesso will be appointed as President, CEO and a director of the Resulting Issuer, David Mitchell and Stuart Moller will serve as directors, Alfredo De Lucrezia, Califfi’s current President, CEO and a director, will remain a director, with one additional director as chosen by Fenix also to be appointed. Bios for Messrs. Carlesso, Mitchell, Moller and De Lucrezia are presented below:

• John Carlesso has extensive experience in Latin America in the development and sale of both private and public companies, including 10+ years in Colombia. He was formerly VP Corporate Development at Desert Sun Mining (acquired by Yamana Gold).
• David Mitchell founded, in 2004, and is currently the CEO of Stillbridge Ventures Inc., a corporate consulting and advisory firm to small and emerging businesses. Mr. Mitchell has over 30 years of experience in the Canadian finance industry, having been employed by a number of intermediate and boutique size investment firms in roles ranging from a floor trader to being a director and officer. Mr. Mitchell is very active in the Capital Pool Company (“CPC”) program overseen by the TSX Venture

Exchange through: having managed underwritings of CPCs, taken on director roles in CPCs, and also having founded two series of CPCs – with the most recent being the Whiteknight Acquisition series (all the Whiteknight Acquisition series of CPCs completed Qualifying Transactions and are listed on the Exchange. Mr. Mitchell has been a director of Exchange-listed companies in the fields of mining, healthcare, technology and alternate finance. He is currently CEO and director of Commerce Acquisitions ( TSX-V: CAQ.P) which has announced its qualifying transaction.

• Stuart Moller is former VP Exploration of Continental Gold and led the discovery of the 12+ million ounce Buritica deposit, currently undergoing mine construction. He was VP Exploration at Pan American Silver and Country and Project Manager at Barrick Gold.
• Alfredo De Lucrezia is the former owner and president of a commercial and luxury residential painting company. Mr. De Lucrezia ran the company from May 1998 to January 2019. Mr. De Lucrezia was the president, CEO, CFO and a director of former CPC Manera Capital Corp. (now GT Gold Corp.) from September 2013 until it completed its Qualifying Transaction on November 10, 2016. He also manages Delrizia Investments, has managed real estate portfolios for several private companies, and has been a director and/or an officer of a number of reporting issuers over the past 25 years, where he structured companies transitioning from the private sector to becoming publicly listed.

Incentive Stock Option Plan

Pursuant to Califfi’s Option Plan, the Resulting Issuer will be able to grant options exercisable for common shares to directors, senior officers and employees of the Resulting Issuer and any subsidiaries and consultants retained by the Resulting Issuer and any subsidiaries. The purpose of the Option Plan is to provide incentive compensation to attract, retain and motivate directors, senior officers, employees and consultants and to align their interests with the interests of the Resulting Issuer’s shareholders by providing them with the opportunity to acquire increased equity ownership in the Resulting Issuer. The Option Plan will be administered by the Board of Directors of the Resulting Issuer.

The maximum number of common shares reserved for issuance pursuant to the Option Plan, together with any common shares reserved for issuance pursuant to any other security-based compensation arrangements (as defined by the rules of the Exchange), will be 10% of the issued and outstanding common shares of the Resulting Issuer from time to time. As a result, any increase in the number of issued and outstanding common shares will result in an increase in the number of common shares available for issuance under the Option Plan. In addition, the Option Plan will be considered an “evergreen” plan, and any common shares covered by options which have been exercised will be available for subsequent grants under the Option Plan.

Sponsorship of Qualifying Transaction

Sponsorship of a capital pool company’s Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies. Califfi and Fenix are currently reviewing the Exchange requirements for sponsorship and intend to comply with the policies of the Exchange after discussions with the Exchange regarding sponsorship.

Additional Information

In accordance with the policies of the Exchange, Califfi’s common shares are currently halted from trading and will remain halted until further notice.

Califfi and Fenix will provide further details in respect of the Acquisition and the Financing in due course once available, by way of press releases.

All information in this press release related to Fenix has been provided by management of Fenix and has not been independently verified by management of Califfi.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:

Califfi Capital Corp. Fenix Gold Inc.

Alfredo De Lucrezia 77 King Street West, Suite 1700 President, CEO, CFO and Director Toronto, Ontario M5K 1G8 Tel: (604) 619-0225 John Carlesso, President Email: [email protected] Email: [email protected]

This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Agreement, the Financing, the Acquisition, and the use of proceeds of the Financing. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Agreement, the Acquisition, the Financing and associated transactions, that the ultimate terms of the Qualifying Transaction, the Agreement, the Acquisition, the Financing and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Agreement, the Acquisition, the Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. Califfi undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Califfi, Fenix, their securities, or their respective financial or operating results.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities disclosed herein have not been and will not be registered under the United States Securities Act 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U. S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.