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. ANNOUNCES TERMINATION OF PROPOSED QUALIFYING

TRANSACTION WITH FENIX GOLD INC.

February 27, 2020 - Vancouver, British Columbia – Califfi Capital Corp. (“Califfi”) (TSXV-CFI.P)

announces that it has been advised by John Carlesso, the President of Fenix Gold Inc. (“Fenix”) that

Fenix was withdrawing from its proposed Qualifying Transaction with Califfi, as originally announced on

April 11, 2019 – despite numerous assurances made to Califfi by Mr. Carlesso and his counsel, as

recently as Friday, February 21, 2020 that all requisite information and documentation had been or was

being prepared in preparation for the required submission to the TSX Venture Exchange (the “Exchange”)

pursuant to its CPC policy.

As disclosed in Califfi’s April 11, 2019 news release, Fenix was to arrange for the completion of a

financing for gross proceeds of a minimum of C$2 million prior to an d/or concurrent with the closing of

Califfi’s acquisition of all of the issued and outstanding shares of Fenix. In the more than ten months

since Califfi’s original announcement, Mr. Carlesso on behalf of Fenix has been unable to secure this

financing, notwithstanding his February 19, 2020 assurance to Califfi that, with Califfi’s assistance, Fenix

and Califfi would collectively continue with their best efforts to secure the financing up to and including

PDAC. In a meeting with Mr. Carlesso on February 24, 2020, Califfi representatives offered to ra ise the

entire C$2 million so as to allow the proposed Qualifying Transaction to progress – nothwithstanding that

commitment, Mr. Carlesso orally advised those Califfi representatives that Fenix was aborting its

proposed transaction with Califfi and was in stead intending to merge with a CSE listed entity, the name

of which was not provided. By a subsequent email, Mr. Carlesso advise d Califfi that the April 5, 2019

letter of intent had been terminated as of May 15, 2019, as the “Definitive Agreement”, which was to

replace the original letter of intent, had not been entered into – this despite Califfi’s counsel having

forwarded a draft of said Definitive Agreement to Fenix’s counsel on May 15, 2019, to which Fenix’s

counsel acknowledged receipt and subsequently responded by forwarding its own draft of the Definitive

Agreement to Califfi and its counsel on February 12, 2020. Accordingly, neither Fenix nor its counsel

considered the letter of intent terminated – this was confirmed continually by Mr. Carlesso – a few

examples (of many) of his continuing to treat the letter of intent as still in effect are as follows:

 In August 2019, he invited Califfi’s President and CEO Alfredo De Lucrezia to accompany him

to Colombia to visit Fenix’s mineral properties and to introduce him to Fenix’s staff geologist as

well as to the local economy

 On September 19, 2019, a number of Califfi directors as well as a group of prospective investors

were asked by Mr. Carlesso to meet with, and did meet with, Fe nix’s geologist Stuart Moller and

Mr. Carlesso at a dinner meeting in Vancouver to discuss the status of Fenix’s project and the

potential for financing

 October 3, 2019 – email from Fenix’s counsel to the Exchange:

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“I act for the target (Fenix) in this matter. Attached is the letter we’d like your thoughts

on which outlines t he intended financial statement presentation of the target. I look

forward to working with you, and to hearing from you with respect to this letter.”

 November 19, 2019 – email from Fenix’s counsel to Califfi’s counsel:

“John had been in discussions with a possible agent to assist in raising funds for the

financing, and has signed an engagement letter with Synergy Resource Capital over the

weekend. The engagement letter is attached. John is working on an updating press

release (that we will send to you for comments), and will touch upon this EL in that PR.”

 November 19, 2019 – email from Mr. Carlesso to Califfi’s counsel:

“Re the financing Synerg y is targeting a minimum of USD 1 million in December with

the total objective being USD 2 million. The “shortfall” refers to any remaining balance

on the 2 million.”

 November 26, 2019 – Califfi, with the consent of Mr. Carlesso and Fenix’s counsel, disseminated

a news release providing an update regarding its p roposed Qualifying Transaction with Fenix,

also disclosing that Fenix had commenced its exploration program at the Abriaqui Project in

Colombia and that it had engaged Synergy Resource Capital for the financing. A key paragraph

in that news release, as prepared by Fenix and its counsel, is as follows:

“Fenix continues to work closely with Califfi and their respective advisors on document

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.”

 January 17, 2020 – email from Fenix’s counsel to Califfi’s counsel:

“I know you haven’t heard from us in a while, and we’ll provide a fulsome update on all

deliverables early next week. I know John’s been working to wrap up the audit and looks

like they are (finally) nearly there, We’ll provide a full update shortly.”

 January 21, 2020 – email from Fenix’s counsel to Califfi and its counsel:

“I was on a productive call with the accountants earlier today, and by way of general,

more detailed update, I am happy to report the following:

1. Year end financial audits targeted to be completed within approximately1 week.

2. Definitive Agreement comments will flow this week.

3. 43-101 is signed off by TSXV.

4. Fenix Q3 financials and Pro Formas to be completed within 2 weeks (need help

from you John if we can say this)

5. Financing efforts continue, with discussions with interested groups on going, and

I understand John is in regular contact with Al on this point.”

 Approximately two weeks ago – Califfi directors offered to provide Fenix with at least $ 500,000

by way of Fenix’s equity financing which, with Califfi’s cash on hand, would only require Fenix

to raise approximately $800,000 in order to have sufficient funds to advance the project in

Colombia

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 February 19, 2020 – email from Mr. Carlesso to Califfi, Califfi’s counsel and Fenix’s counsel:

“Al, just to summarize our conversations from yesterday:

● With respect to financing we will collectively continue with best efforts on the 27

cent unit financing up to and including PDAC

● The minimum financing requirement in the agreement will be amended to reflect

the amount that has been raised

● We will then adjust the Phase 1 exploration budget to fit within the funds raised

● We will have a call to discuss the finer details and remaining outstanding

deliverable items on the transaction

Is there a time tomorrow that is convenient for all?

Thanks,

John”

Califfi also reports that, in a meeting in Vancouver approximately three weeks ago attended by Mr. De

Lucrezia, Maurizio Grande, Califfi’s Vice-President and Director and one of Califfi’s major shareholders,

Mr. De Lucrezia specifically inquired of Mr. Carlesso whether he was shopping his Colombia property to

other parties. Mr. Carlesso responded that he had had other offers but that he had turned them all down,

and indicated that he would never back-door Califfi like that, saying “I am not that kind of guy.”

Califfi also reports, for the benefit of its shareholders and for the market generally, notwithstanding that

on February 24, 2020 Mr. Carlesso advised that Fenix would be merging with another entity as opposed

to Califfi, he specifically invited each of Mr. De Lucrezia and Mr. Grande to personally become involved

in the proposed merged entity, offering some of his own shares as well as a promise of incentive stock

options as an inducement to them to stay involved in the project – each declined said invitation in disgust.

Califfi also reports that it has been ready, willing and able to complete the proposed Qualifying

Transaction on the terms originally announced, notwithstanding the repeated delays and excuses provided

by Mr. Carlesso for his inability to raise the funds required and for the l ack of any form of timely

generation of the information and documentation required for the submission to the Exchange. Califfi

also reports that it has devoted significant funds as well as significant management time and effort in

attempting to move the p roposed Qualifying Transaction forward, and will be reviewing Mr. Carlesso’s

and Fenix’s conduct with counsel.

Califfi’s shares are currently classified as “suspended” by the Exchange as a result of it not having

completed a Qualifying Transaction pursuan t to applicable Exchange policy within two years of the date

of its listing. Califfi now intends to seek a meeting with the Exchange to determine the future status of its

listing on the Exchange while it undertakes an investigation in respect of another acquisition that would

constitute a Qualifying Transaction.

Given the history of Califfi’s relationship with Mr. Carlesso and Fenix as outlined above, Califfi

President and CEO Alfredo De Lucrezia commented:

“Califfi expects that parties engaged in a proposed transaction will uphold their part of the agreement with

integrity and honesty. It is disappointing that Mr. Carlesso withdrew Fenix from the proposed transaction,

despite indicating Fenix was prepared to honour it. Fenix’s decision to withdraw from our agreement is

not reflective of Califfi’s values, or the manner in which Califfi deals with prospective business partners.

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Despite these recent developments, Califfi is confident it will engage in a qualifying transaction with a

prospective party that accords with our abilities and principles.”

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 (and currently suspended for

the reason outlined above) 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.

For further information about Califfi, please contact:

Califfi Capital Corp.

Alfredo De Lucrezia

President, CEO and Director

Tel: (604) 619-0225

Email: [email protected]

NEITHER THE TSX VENTURE EX CHANGE 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.