FenixOro Gold Corp.
FenixOro Gold Corp Announces Closing of Transaction with American Battery Metals

Toronto, Ontario–(Newsfile Corp. – May 21, 2020) –  FenixOro Gold Corp. (CSE: FENX) (formerly, American Battery Metals Corp.) (“FenixOro” or the “Company” or “we” or “us” or “our“) is pleased to announce that we have been approved for listing on the Canadian Securities Exchange (the “CSE“) following the closing of our acquisition, through amalgamation with our wholly-owned subsidiary, (the “Transaction“) of Fenix Gold Inc. (“Fenix“). The Transaction was previously announced and described in our news release dated March 6, 2020. The Company expects to commence trading with the name FenixOro Gold Corp. and under the symbol “FENX” on the CSE on May 21, 2019 (the “Listing Date“).

Fenix Gold Inc. was previously a private Canadian company focused on acquiring gold projects with world class exploration potential in the most prolific gold producing regions of Colombia. Fenix’s flagship property, the Abriaqui project, is the nearest high-grade gold exploration project to Continental Gold’s Buritica project, located 15 km to the west. FenixOro VP Exploration Stuart Moller led the discovery team at Buritica from 2007 – 2011 which included drilling the first 270 holes and a significant high-grade gold discovery. The project is in Antioquia State at the northern end of the Mid-Cauca gold belt, a geological trend which has seen multiple large gold discoveries in the past 10 years including Buritica and Anglo Gold’s Nuevo Chaquiro and La Colosa. (See About FenixOro Gold Corp paragraph below for more Technical details).

Under terms of the agreement, the Company issued 29,000,000 common shares to the shareholders of Fenix in exchange for all of the issued and outstanding shares of Fenix, representing 1.041414 (the “Exchange Ratio“) shares of the Company for each one (1) share of Fenix. The Company also issued 2,000,000 common shares pursuant to a finder’s fee agreement. In addition, the Company issued 4,006,095 common share purchase warrants in exchange for all of the issued and outstanding share purchase warrants of Fenix. The directors and officers of the Company have entered into escrow agreements (the “NP Escrow Agreement“) with the Company in accordance with National Policy 46-201, Escrow for Initial Public Offerings. Certain other shareholders have entered into a voluntary escrow agreement (the “Voluntary Escrow Agreement” and together with the NP Escrow Agreement, the “Escrow Agreements“) with the Company and the escrow agent. A total aggregate of 23,981,061 shares (the “Escrowed Shares“), have been placed into escrow pursuant to the Escrow Agreements. Fifty percent of the Escrowed Shares held pursuant to the Voluntary Escrow Agreement will be released in four months following the Listing Date, and ten percent of the Escrowed Shares will be released every thirty days thereafter.

The Company also announces the appointment of Mr. John Carlesso as Chief Executive Officer, following the resignation of Jeremy Poirier. Mr. Carlesso has over 25 years of international business experience in the financing, development, and stewardship of companies in the mining, technology and special situations sectors. Mr. Carlesso has been a founder and director of both public and private companies and has had a particular focus on mining in Latin America for the past 18 years. Mr. Carlesso was Vice President of Corporate Development for Desert Sun Mining, which was acquired by Yamana Gold in 2006 for $750 million, and was Co-Founder and Executive Chairman of Explorator Resources, acquired by Sociedad Punta del Cobre in 2011. Mr. Carlesso is a graduate of Western University with a B.A. in Economics

About FenixOro Gold Corp.

FenixOro Gold Corp is a Canadian company focused on acquiring gold projects with world class exploration potential in the most prolific gold producing regions of Colombia. FenixOro’s flagship property, the Abriaqui project, is located 15 km west of Continental Gold’s Buritica project in Antioquia State at the northern end of the Mid-Cauca gold belt, a geological trend which has seen multiple large gold discoveries in the past 10 years including Buritica and Anglo Gold’s Nuevo Chaquiro and La Colosa. As documented in “NI 43-101 Technical Report on the Abriaqui project Antioquia State, Colombia” (December 5, 2019), the geological characteristics of Abriaqui and Buritica are very similar. The report also documents the high gold grade at Abriaqui with samples taken from 20 of the veins assaying greater than 20 g/t gold. Abriaqui has not yet been drilled but surface and underground geological mapping and sampling as well as a preliminary magnetometry survey have been completed. The property is drill-ready pending finalization of the government permitting process.

Fenix’s VP of Exploration, Stuart Moller, led the discovery team at Buritica for Continental Gold in 2007-2011. The Buritica Mine currently contains measured plus indicated resources of 5.32 million ounces of gold (16.02 Mt grading 10.32 g/t) plus a 6.02 million ounce inferred resource (21.87 Mt grading 8.56 g/t) for a total of 11.34 million ounces of gold resources. Buritica is scheduled to commence production in 2020 with annual average production of 250,000 ounces at an all-in sustaining cost of approximately US$600 per ounce. Resources, cost and production data are taken from Continental Gold’s “NI 43-101 Buritica Mineral Resource 2019-01, Antioquia, Colombia, 18 March, 2019”). Continental Gold was recently the subject of a takeover by Zijin Mining in an all-cash transaction valued at C$1.4 billion.

Corporate Office:
FenixOro Gold Corp
350 Bay St. Suite 700
Toronto, ON
Telephone: 1-833-ORO-GOLD
Website: www.fenixoro.com
Email: info@fenixoro.com

Technical Information

The comparison between Abriaqui and the nearby Buritica project is meant only to indicate the similarities between the two in terms of geological setting. FenixOro does not imply that exploration results and/or economic characteristics of a potential future mine at Abriaqui will be similar to those seen at Buritica. The sampling done at Abriaqui is in the form of rock chip and channel samples on surface and in shallow underground workings on vein exposures. The samples were prepared and analyzed at ALS laboratories in Medellin and Lima respectively. Samples were taken, prepared, shipped and analyzed following, industry standard QA/QC protocols and were submitted with certified reference standards.

Stuart A Moller, P. Geol. (British Colombia) Vice President of Exploration of FenixOro and a Qualified Person for the purposes of National Instrument 43-101, has reviewed and approved the technical information contained within this press release. Mr, Moller is a geologist with over 40 years of experience in world-wide mineral exploration including 10 years in Colombia.

Cautionary Statement on Forward-Looking Information

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of FenixOro’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “will”, “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to information concerning the Transaction including the Listing Date, Abriaqui and the Escrowed Securities. Although FenixOro believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. In particular, there is no guarantee that that the Company will successfully list its securities on the CSE on the Listing Date or at all, that Abriaqui will be drilled or produce viable quantities of minerals, that the Company will pursue Abriaqui or that any mineral deposits will be found.. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this press release, and FenixOro does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Neither the Canadian Securities Exchange nor its Market Regulator (as defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.

Not for dissemination in the United States or for distribution to U.S. newswire services

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News Source: Newsfile