Bonanza Mining Corporation — Capital/Financing Update 2021

Mar 11, 2021

CALIFFI CAPITAL CORP. 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: CaliffiCapitalCorp@shaw.ca

Califfi Capital Corp. receives Conditional Acceptance for Qualifying Transaction and Concurrent Financing and Announces the Filing on SEDAR of its CPC Filing Statement

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.

March 10, 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 it has received conditional acceptance from the Exchange for its arm’s-length Qualifying Transaction (as defined under Exchange Policy 2.4 – Capital Pool Companies ), as well as conditional acceptance from the Exchange for a concurrent non-brokered private placement and that, further to its press releases dated June 18, 2020, October 15, 2020 and January 5, 2021, it has filed a Filing Statement in connection with its Qualifying Transaction (the “Filing Statement”).

The Qualifying Transaction will be effected pursuant to an acquisition agreement (the “Acquisition Agreement”) dated September 22, 2020, pursuant to which Califfi has agreed to acquire all of the issued and outstanding shares of Bonanza Mining Corporation (“Bonanza”), a private British Columbia mineral exploration company. Califfi’s Qualifying Transaction will involve the issuance of 17,071,202 common shares of Califfi 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.

As at September 30, 2020, the most recent date in respect of which Bonanza’s financial statements are included in the Filing Statement, Bonanza’s shareholder’s equity was $590,373, consisting of $661,727 of share capital and a deficit of $71,354. Total assets were $774,009 and current liabilities were $176,636 as at September 30, 2020. Net expenditures incurred on exploration and evaluation assets as at September 30, 2020 were $567,848 in aggregate, consisting of $461,652 with respect to the MC property and $106,196 with respect to the Shag and Frog properties.

Contemporaneously with the closing of the Qualifying Transaction, Califfi will carry out a concurrent financing (the “Califfi Financing”, as defined below.)

The Califfi Financing will consist of the issuance of 5,000,000 ordinary common shares at a price of $0.13 per share, to raise gross proceeds of $650,000, and 7,000,000 flow-through common shares at a price of $0.15 per share, to raise gross proceeds of $1,050,000.

Assuming all conditions to closing are satisfied, Califfi expects to close the Qualifying Transaction and the Califfi Financing on or about March 23, 2021. Concurrently with these closings, the current directors and officers of Califfi, with the exception of Alfredo De Lucrezia and John Pallot (currently each a Director), Larry Donaldson (currently the Chief Financial Officer) and Glenn Yeadon (currently the Corporate Secretary) will resign in favour of nominees of Bonanza. Bonanza’s nominees for director, in addition to Alfredo De Lucrezia and John Pallot, are \192.168.150.80\sedsub\califfi\nr\2021\march10\califfimarch102021nrV2.docx

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Christopher Graf of Wardner, B.C., Andrew Burgess of Calgary, Alberta and Dayton Marks of Toronto, Ontario. Christopher Graf will be appointed Vice-President Exploration, Alfredo de Lucrezia will remain President and Chief Executive Officer, Larry Donaldson will remain Chief Financial Officer and Glenn Yeadon will remain Corporate Secretary.

Sponsorship of the Qualifying Transaction has been waived by the Exchange.

The completion of the Qualifying Transaction and the Califfi Financing are subject to a number of conditions, including the completion of all outstanding filing requirements under Exchange Policy 2.4, confirmation that Califfi will have at least 200 public shareholders upon closing, a legal opinion or Officer’s Certificate confirming that all closing conditions other than final Exchange acceptance have been satisfied and the payment of the balance of any Exchange’s listing fees. Califfi’s shares will remain suspended until the completion of the Qualifying Transaction and the Califfi Financing. Upon said completions, Califfi is expected to meet all of the minimum listing requirements of the Exchange for a Tier 2 Mining Issuer. The Filing Statement is available under Califfi’s profile on SEDARr at www.sedar.com.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.

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 adequacy or accuracy of this news release.

For further information, please contact:

Califfi Capital Corp. Bonanza Mining Corporation Suite 2201 – 8 Smithe Mews 100 Deermoss Crescent SE Vancouver, B.C. V6B 0A5 Calgary, Alberta T2J 6P4 Attention: Alfredo De Lucrezia, President, Attention: Andrew Burgess, CFO and Director CEO and Director Tel: (403) 383-8254 Tel: (604) 619-0225 Email: anburg@shaw.ca Email: CaliffiCapitalCorp@shaw.ca

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 Acquisition Agreement and the Califfi 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 Califfi Financing and associated transactions, that the ultimate terms of the Qualifying Transaction, the Acquisition Agreement, the Califfi Financing and associated transactions will differ from those that are currently contemplated, and that the Qualifying Transaction, the Acquisition Agreement, the Califfi 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 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 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

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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.

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