Califfi Capital Corp. Announces Definitive Agreement for Qualifying Transaction
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CALIFFI CAPITAL CORP.
423 East 10th 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 Definitive Agreement for Qualifying Transaction
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.
October 13, 2020 - Vancouver, British Columbia: Califfi Capital Corp. (the “Corporation” or “ Califfi”) (TSXV: CFI.P)
is pleased to announce that, further to its news release dated June 18, 2020 (the “Initial NR”), it has entered into a
definitive agreement (the “Definitive Agreement”) with Bonanza Mining Corporation (“Bonanza”) and the
Bonanza shareholders, pursuant to which Califfi will acquire all of the issued and outstanding shares of Bonanza to
complete Califfi’s qualifying transacti on (the “ Qualifying Transaction”) in accordance with the policies of the TSX
Venture Exchange (the “Exchange”). The Definitive Agreement replaces the letter of intent between Califfi and
Bonanza with respect to the Qualifying Transaction which was announced in the Initial NR.
Califfi was incorporated on November 24, 2016 under the laws of British Columbia. It is a reporting issuer in the
Provinces of British Columbia and Alberta and is a “capital pool company” under the policies of the Exchange.
Bonanza is duly incorporated under the laws of British Columbia. In connection with the Qualifying Transaction,
the Bonanza shareholders will exchange their Bonanza shares for consideration consisting of two (2) Califfi shares
for each one (1) Bonanza share issued and outstanding as at the closing. The consideration for the transfer of the
Bonanza shares to Califfi shall be the issuance of a total of 17,071,202 Califfi shares to the Bonanza shareholders
at a deemed price of $0.15 per share. Upon completion of t he Qualifying Transaction, it is intended that Califfi
(the “Resulting Issuer”) will change its name to “Bonanza Mining Corporation” or to such other name as is
acceptable to management and to the Exchange. The Resulting Issuer will continue Bonanza’s business of mineral
exploration.
The completion of the Qualifying Transaction is subject to the receipt of all necessary regulatory approvals,
including the acceptance of the Exchange as well as the satisfaction of conditions to closing as set out in the
Definitive Agreement, including:
(i) the completion of the Private Placement (as defined below);
(ii) the representations, warranties and covenants of each of Califfi and Bonanza, as set out in
the Definitive Agreement, being true and correct in all material respects at the closing of
the Qualifying Transaction;
(iii) the absence of any material adverse effect on Califfi or Bonanza;
(iv) the resignations from certain of the current directors and officers of Califfi;
(v) Califfi having a cash balance of not less than $600,000;
(vi) Bonanza’s satisfaction of the maintenance of Califfi’s listing on the Exchange.
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The Qualifying Transaction will constitute an arm’s -length transaction, and as such, will not require Califfi
shareholder approval. There can be no assurance that the Qualifying Transaction will be completed on the terms
proposed in the Definitive Agreement or at all.
Private Placement
The terms of the Defi nitive Agreement include that Califfi and Bonanza shall arrange for the completion of a
financing for gross proceeds of $2,010,000 concurrent with the closing of the Qualifying Transaction, to consist of
the sale by Califfi of the following securities:
(a) 7,500,000 flow-through shares at a price of $0.20 per share; and
(b) 3,000,000 ordinary common shares at a price of $0.17 per share.
Investment Dealer Exemption
The Private Placement will be made available to certain subscribers pursuant to BC Inst rument 45 -536 –
Exemption from Pr ospectus Requirement for Certain Distributions Through an Investment Dealer and in similar
instruments in other jurisdictions in Canada (the “Investment Dealer Exemption”) . In accordance with the
requirements of the Investment Dealer Exemption, Califfi confirms that there is no material fact or material
change about Califfi that has not been generally disclosed.
The Private Placement will be subject to all necessary regul atory approvals including acceptance from the
Exchange. All securities issued in connection with the Private Placement will be subject to a four month and one
day hold period from the closing date under applicable Canadian securities laws, in addition to such other
restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.
The Resulting Issuer intends to use the proceeds from the Private Placement , as well as Califffi’s and Bonanza’s
cash on hand as of the Closing, as follows:
(a) Estimated general and administrative expenses over the 12 months
following the Closing
$300,000
(b) Phase 1 exploration on Bonanza’s MC Property
$330,730
(c) Repayment of a Bonanza shareholder loan and reserve for cash
payments to certain property optionors
$232,800
(d) Reserve for the follow-up Phase 2 drilling program on Bonanza’s MC
property
$520,400
(e) Unallocated working capital
$1,523,070
Total: $2,907,000
Additional Information
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any
jurisdiction. Califfi’s common shares are currently suspended from trading and will remain suspended u ntil
further notice. In conneciton with the Qualifying Transaction and pursuant to Exchange requirements, Califfi will
file a Filing Statement on SEDAR (www.sedar.com), which will contain details regarding the Qualifying Transaction,
Bonanza, the Private Placement and the Resulting Issuer. Further details regarding the Qualifying Transaction are
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disclosed in the Initial NR. Califfi and Bonanza will provide further de tails in respect of the Qualifying Transaction
in due course once available, by way of news releases.
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 respec t 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. Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the ad equacy or
accuracy of this news release.
For further information, please contact:
Califfi Capital Corp.
423 East 10th Street
North Vancouver, B.C. V7L 2E5
Attention: Alfredo De Lucrezia, President,
CEO and Director
Tel: (604) 619-0225
Email: [email protected]
Bonanza Mining Corporation
100 Deermoss Crescent SE
Calgary, Alberta T2J 6P4
Attention: Andrew Burgess, CFO and Director
Tel: (403) 383-8254
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 Definitive Agreement, the Private Placement
and the use of proceeds of the Private Placement. 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 Definitive Agreement, the Private Placement and associated transactions, that the ultimate
terms of the Qualifying Transaction, the Definitive Agreement, the Private Placement and associated
transactions will differ from those that are currently contemplated, and that the Qualifying Transaction, the
Definitive Agreement, the Private Placement 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 news release are made as of the date of this news release. Califfi undertakes no obligation to
comment on analyses, expectations or statements made by third -parties in respect of Califfi, Bonanza, their
securities, or their respective financial or operating results.
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 b e 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 ap plicable state securities
laws or an exemption from such registration is available.