423 East 10thStreet North Vancouver, B.C.
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CALIFFI CAPITAL CORP.
423 East 10thStreet
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. PROVIDES UPDATE REGARDING ITS PROPOSED
QUALIFYING TRANSACTION WITH FENIX GOLD INC.
FENIX GOLD INC. COMMENCES EXPLORATION PROGRAM AND ENGAGES SYNERGY
RESOURCE CAPITAL FOR FINANCING
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.
November 26, 2019 - Vancouver, British Columbia – Califfi Capital Corp. (“Califfi”) (TSXV-
CFI.P) announces an update to its April 11, 2019 news release, which announced its proposed acquisition
of all of the issued and outstanding shares of Fenix Gold Inc. ( “Fenix” or the “Company”) which would
constitute Califfi’s Qualifying Transaction pursuant to TSX Venture Exchange Policy 2.4 (“Capital Pool
Comopanies”). In that regard, Fenix is pleased to announce it has commenced its Phase 1 exploration
program at its Abriaqui Project, located near Buritica, Colombia. Fenix is also pleased to announce that it
has engaged Synergy Resource Capital Pty Ltd to complete the remaining available financing of its $3
million private placement (the “Financing”). The Financing is intended to be completed concurrently
with the closing of the Company’s rev erse take-over of Califfi as previously announced in Califfi’s news
release of April 11, 2019 and will effectively be Fenix’s going public transaction.
Introduction to Fenix Gold
Fenix Gold Inc. is a Canadian company focused on acquiring gold projects with world class exploration
potential in the most prolific gold producing regions of Colombia. The Company’s Abriaqui project is the
nearest gold exploration project to Continental G old’s Buritica Mine, currently containing 11 million oz
and scheduled for commercial production in 2020. Abriaqui is an advanced exploration project that
shares many geological similarities with the Buritica Mine. Both Abriaqui and Buritica sit in the sa me
geological setting along the Cauca trend, a Gold belt where over 80 million oz have been discovered since
2007. Fenix VP Exploration Stuart Moller P.Geo. led the initial discovery at Buritica for Continental
Gold. Fenix is in the process of completing a transaction to list its shares on the Exchange via reverse
takeover with Califfi.
Commencement of Exploration Program
Fenix has commenced an 18-month, $US 3.1 million Phase 1 Exploration program at the Abriaqui Project
in Antioquia state, Colombia. A geological staff has been hired and surface and underground mapping
and sampling are underway. Preparation for a property -wide program of ground geophysics has begun
with that program scheduled to be finished in January of 2020.
Three distinct types of gold mineralization have been discovered to date at Abriaqui : mesothermal veins,
replacement in sediments, and gold -rich potassic alteration which may represent the upper part of a
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porphyry style system. The high -grade veins, which have been mined in the district for over 100 years,
crop out over a minimum of 800 vertical meters with >20 g/t gold assays being common over the entire
vertical interval. The recently discovered porphyry and replacement style targets are the focus of th e
current mapping and geophysical programs. These are lower grade but potentially bulk minable styles of
mineralization which provide an exciting upside to the exploration potential.
The current exploration programs will lay the groundwork for and help d efine the 3500 -meter Phase 1
drill program which will test the vein potential. The first areas to be drilled have numerous closely
spaced, high grade veins with areas of interstitial lower grade material. Each inclined drill hole will
intersect multiple veins and intervening stockwork mineralization. An additional 2500 meters of follow -
up drilling will expand on Phase 1 vein successes and further the exploration on the porphyry and
replacement models.
Preparation for the drill program includes a two -phased permitting effort. The application for the federal
permit required to drill in the area has been submitted. Numerous other mines in the immediate area with
the same environmental status have received and currently hold permits for both exploration and mining.
Based on the preparation of the Submission, the Company anticipates the approval process to be standard.
Following receipt of the federal permit a water -use permit is required from the regional environmental
authority. Subsequent to results of the mapping, sampling and geophysical programs being incorporated
into the plan, drilling is expected to begin in the spring of 2020.
Financing and Listing Process
Fenix has engaged Sydney, Australia based Synergy Resource Capital Pty Ltd (“Synergy”) to complete
its previously announced Financing. Synergy is an investment and corporate advisory firm focused on
identifying resource and technology opportunities, mainly in Australia and Latin America. Synergy has an
impressive client list and transactional experience both internationally and throughout the Americ as. The
firm works closely with clients, partners, and investors to acquire, invest in and develop assets, as well as
with companies seeking funding for expansion and growth, or divestment.
As previously announced by Califfi, Fenix is a seeking to raise a minimum of CDN $2 million by way of
a private placement as part of the Qualifying Transaction . Fenix intends to complete the Financing, for
maximum gross proceeds of CDN $ 3 millio n, by issuing units at a subscription price of CDN $0.27 per
unit, each uni t comprised of one common share and one share purchase warrant (with each warrant
entitling the holder to acquire one additional common share of Fenix at an exercise price of $0 .35 for a
period equal to the earlier of (i) 24 months from issuance , and (ii) such time as the Company’s shares
trade on a recognized stock exchange at or above $0.55 for 10 or move consecutive trading days ).
Customary finders fees will be paid to Synergy and other third parties who might assist in sourcing
subscribers for the Financing. The Financing is non-brokered.
Fenix continues to work closely with Califfi and their respective advisors on d ocument submissions and
responses to inquiries from the TSX Venture Exchange relating to the Qualifying Transaction with a view
to closing the reverse take-over as soon as possible.
Technical Information
Stuart Moller P.Geo., Director, VP Exploration and a Qualified Person for the purposes of NI 43-101, has
prepared the technical portion of this news release. Mr. Moller is a professional geologist with 40 years
of experience in mineral exploration including ten in Colombia.
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About Fenix Gold
Fenix Gold Inc. is a Canadian company focused on acquiring gold projects with world class exploration
potential in the most prolific gold producing regions of Colombia. The Company’s Abriaqui project is the
nearest gold exploration project to Continental Gold’s Buritica Mine (TSX:CNL. OTCQX:CGOOF),
currently containing 1 1 million oz and scheduled for commercial production in 2020. Abriaqui is an
advanced exploration project that shares many geological similarities with the Buritica Mine. Fenix VP
Exploration Stuart Moller P.Geo. led the initial discovery at Buritica for Continental Gold. Fenix is in the
process of completing a transaction to list its shares on the TSX Venture Exchange via reverse takeover
with Califfi Capital Corp.
About Califfi
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, is listed on the Exchange under the symbol CFI.P, and
is a “capital pool company” under the policies of the Exchange . Califfi’s only business is to pursue a
Qualifying Transaction.
All information in this news 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 con ditions 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 news release.
For further information about Fenix, please contact:
Fenix Gold Inc.
John Carlesso, President
Tel: 1-833-676-4653 or 1-833-OROGOLD
Email: [email protected]
For further information about Califfi, please contact:
Califfi Capital Corp.
Alfredo De Lucrezia
President, CEO, CFO and Director
Tel: (604) 619-0225
Email: [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.
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This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news re lease contains “forward -looking information” within the meaning of Canadian securities
legislation. Forward -looking information generally refers to information about an issuer’s business,
capital, or operations that is prospective in nature, and includes f uture-oriented financial information
about the issuer’s prospective financial performance or financial position.
The forward -looking information in this news release includes disclosure about the terms of the
Financing, the prospects for its completion, and Fenix’s exploration program.
Fenix made certain material assumptions, including but not limited to: prevailing market conditions;
general business, economic, competitive, political and social uncertainties; delay or failure to receive
board, shareholder or regulatory approvals; the terms of the Financing; and Fenix’s ability to execute
and achieve its business objectives. There can be no assurance that such statements will prove to be
accurate, as actual resu lts and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material
risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of
Fenix to complete the Financing on the terms disclosed in this news release, or at all; the unavailability
of exemptions from prospectus requirements for the issuance of Fenix securities; the risks associated with
the marketing and sale of the securities of Fenix; risks associated with foreign investments and currency
exchanges; reliance on key and qualified personnel; and reg ulatory and other risks associated with
mining industry in general. The foregoing list of material risk factors and assumptions is not exhaustive .
Neither Califfi nor Fenix assumes any obligation to update or revise the forward -looking information in
this news release, unless it is required to do so under Canadian securities legislation.
This news 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.