Califfi Capital Corp. completes $1,700,000 Private Placements and announces the closing of its Qualifying Transaction

Suite 2201 – 8 Smithe Mews Vancouver, B.C.

V6B 0A5

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

Califfi Capital Corp. completes $1,700,000 Private Placements and announces the closing of its Qualifying Transaction

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March 25, 2021 - Vancouver, British Columbia: Califfi Capital Corp. (the “Corporation” or “Califfi”) (TSXV: CFI.P), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that, in connection with the previously announced private placements relating to its Qualifying Transaction (the “Transaction”) within the meaning of the policies of the Exchange described in Califfi’s filing statement (the “Filing Statement”) dated March 9, 2021, Califfi has issued 5,000,000 common shares at a price of $0.13 per share and 7,000,000 flow-through common shares at a price of $0.15 per share pursuant to non-brokered private placements, for aggregate subscription proceeds of $1,700,000 (the “Financing”). In conjunction with the closing of the Financing, Califfi paid cash finderss’ fees totaling $81,161.42 and issued 633,860 finder warrants to Leede Jones Gable Inc. and PI Financial Corp., with each finder warrant entitling the holder to purchase one common share of Califfi at a price of $0.15 until March 23, 2023. All of the securities issued pursuant to these private placements and any shares issued pursuant to the exercise of the finder warrants are subject to a hold period until July 24, 2021.

Califfi is also pleased to announce the closing of the Transaction and pursuant to the policies of the Exchange, Califfi will no longer be considered a capital pool company. The common shares of Califfi are expected to begin trading as a Tier 2 Mining Issuer on the Exchange under the symbol “CFI” on Monday, March 29, 2021. The Transaction was an arm’s length transaction and therefore was not subject to approval by Califfi’s shareholders.

On March 3, 2021, the Exchange issued its conditional acceptance of the Transaction. Califfi will resume trading on the Exchange after the Exchange’s conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction. Califfi’s directors have tentatively approved a change of name to reflect its entry into the mineral exploration business. Califfi will submit an application to the Exchange for approval of the name change in due course. Califfi will advise of the expected listing date once the Exchange issues its final exchange bulletin.

The Transaction consisted of a definitive agreement dated September 22, 2020, pursuant to which Califfi has acquired all of the issued and outstanding shares of Bonanza Mining Corporation, a private British Columbia mineral exploration company. The Transaction involved the issuance of a total of 17,071,202 Cliffi shares to the Bonanza shareholders. (Bonanza was incorporated on February 10, 2017, and following its incorporation it entered into option agreements in respect of each of the MC, Shag and Frog properties, each situated in British Columbia. The MC property has been the recipient of the majority of Bonanza’s exploration outlays.)

The Filing Statement, which describes the terms of the underlying option agreements with respect to Bonanza’s properties, also includes essentially all of the material portions of the National Instrument 43-101 technical report with respect to the MC property, has been filed with the Exchange and applicable securities commissions and is available on SEDAR under the Corporation’s profile at www.sedar.com.

\\garnet.lan\_Folders\yeadon\Documents\Doc\COMPANIES\califfi capital corp\nr\2021\march\25\califfimarch252021nrreclosing.docx In connection with the Transaction, Maurizio Grande and Gordon Kettleson have stepped down from the Corporation’s board of directors (the “Board”). Alfredo De Lucrezia and John Pallot remain on the Board and Christopher Graf, Andrew Burgess and Dayton Marks have been appointed to the Board. Christopher Graf has been appointed Vice-President, Exploration, Alfredo De Lucrezia remains as President and Chief Executive Officer, Larry Donaldson remains as Chief Financial Officer and Glenn Yeadon remains as Corporate Secretary. Messrs. Pallot, De Lucrezia and Marks will comprise the Corporation’s Audit Committee going forward.

For further details on the Corporation’s directors and officers, please see the Filing Statement, a copy of which is available at www.sedar.com.

Immediately prior to the closing of the Transaction and the Financing, there were 15,487,000 Califfi shares outstanding. Following the closing of the Financing, the completion of the Transaction and the exercise of 1,500,000 previously-granted incentive stock options by Califfi’s directors and officers at a price of $0.10 per share, there are currently 46,058,202 Califfi shares currently issued and outstanding. A total of 6,225,002 Califfi shares issued pursuant to the Transaction, 1,000,000 additional Califfi shares issued pursuant to the exercise of previously-granted incentive stock options at $0.10 per share and 10,000,000 Califfi “seed” shares issued at $0.05 per share are subject to the escrow requirements of the Exchange, with these shares to be released from escrow on the following schedule:

The Corporation has also granted incentive stock options to its directors and officers entitling them to purchase up to 4,350,000 shares of the resulting issuer at an exercise price of $0.15 for a period of five years, which options will vest on a quarterly basis over a period of 12 months.

For further information, please contact:

Califfi Capital Corp.

Suite 2201 – 8 Smithe Mews Vancouver, B.C. V6B 0A5 Attention: Alfredo De Lucrezia, President, CEO and Director Tel: (604) 619-0225 Email: [email protected]

Cautionary Statements

This press release contains "forward-looking information" within the meaning of applicable securities laws, including final approval of the TSX Venture Exchange. 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. The statements in this press release are made as of the date of this press release. The Corporation undertakes no obligation to update forward-looking information, except as required by securities law.

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

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The Corporation’s common shares have not been and will not be registered under the United States 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 requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.