Mr. Glenn Laing reports

PHOENIX GOLD RESOURCES CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Phoenix Gold Resources Corp. (formerly Zuri Capital Corp.) has completed its previously announced reverse takeover transaction with Phoenix Gold Resources Ltd., constituting the qualifying transaction of the company pursuant to the policies of the TSX Venture Exchange. As a consequence of the transaction, the company will carry on the business of Phoenix.

On Dec. 4, 2013, the exchange issued its conditional approval of the transaction. The company's common shares are expected to resume trading this Friday, April 25, 2014, on the exchange under the ticker symbol PXA, after the exchange's conditions for listing are satisfied and the exchange issues its final exchange bulletin confirming the completion of the transaction.

Immediately prior to and in connection with the closing of the transaction, Phoenix completed a preclosing private placement financing for gross proceeds of $1,554,400. The concurrent financing comprised a $509,900 brokered portion, brokered and arranged by Jordan Capital Markets Inc., and a $1,044,500 non-brokered portion. The terms of the concurrent financing are described in the company's filing statement dated March 21, 2014, which is filed on SEDAR and available for review on SEDAR under the company's profile.

Under the concurrent financing, Phoenix issued 15,544,000 units consisting of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share of Phoenix at an exercise price of 20 cents per until April 23, 2017. In connection with the concurrent financing, Jordan received a corporate finance fee of $40,000 (plus GST) in cash, 140,000 broker warrants, each entitling Jordan to acquire one common share of the company at a price of 10 cents per common share until April 23, 2015, and 280,000 agent options. Each agent option entitles the holder to acquire one unit of the company at a price of 10 cents per unit for a period of 36 months from the date of issuance. Each unit comprises one common share and one-half of one common share purchase warrant of the company, with each whole warrant entitling the holder to acquire one common share for 20 cents per common share for a period of 36 months from issuance. Subagents who participated in brokered portion of the concurrent financing received a total of 267,920 broker warrants entitling the holder to acquire one common share of the company at a price of 10 cents per common share until April 23, 2015.

In connection with the non-brokered portion of the concurrent financing, the company paid a total of $17,120 in finders' fees to certain finders and issued warrants to acquire a total of 647,200 common shares at a price of 10 cents per common share until April 23, 2015.

In connection with the completion of the transaction, a total of 4.25 million common shares of Phoenix were returned to treasury. Pursuant to the transaction, the company acquired all of the issued and outstanding common shares of Phoenix, including those issued pursuant to the concurrent financing, and issued 27,044,000 common shares to the shareholders of Phoenix. The transaction was carried out by way of a three-cornered amalgamation between Phoenix and a wholly owned British Columbia subsidiary of the company to form a new corporation named Phoenix Gold Resources (Holdings) Ltd. (Amalco). Prior to the amalgamation, the company changed its name to Phoenix Gold Resources. Under the amalgamation, the company acquired all of Phoenix's outstanding common shares from the shareholders of Phoenix in return for common shares of the company on a 1:1 basis and the convertible securities of Phoenix are convertible under their terms for securities of the company in lieu of Phoenix securities, also on a 1:1 basis. As a result of the transaction, Amalco has become a wholly owned subsidiary of the company.

After the completion of the transaction, the company has 31,044,000 common shares issued and outstanding (on an undiluted basis). The company also has the following convertible securities outstanding:

• Warrants to acquire 7,772,000 common shares;
• Options to acquire 400,000 common shares (which will terminate in accordance with the company's stock option plan);
• Agent options to acquire 280,000 common shares and broker warrants to acquire 1,055,120 common shares.

The principals of the company collectively hold 13.5 million common shares, of which 11.5 million are subject to a Tier 2 value security escrow agreement and two million remain subject to a Form 2F CPC escrow agreement dated May 2, 2011.

In connection with the completion of the transaction, the company's board of directors comprise Glenn Laing, William Matlack, Paul Jones and Andrew Lee. In addition, the company's executive management comprise Glenn Laing, president, chief executive officer and director, and Sean Choi, chief financial officer and corporate secretary.

Summaries of the biographies for all of the directors and executive management of the company are set out in the company's filing statement dated March 21, 2014 (available on SEDAR).

The company's filing statement dated March 21, 2014, describes the businesses of the company and Phoenix, and the terms of the transaction, including the concurrent financing, and is available on SEDAR.

We seek Safe Harbor.