Toronto, Ontario--(Newsfile Corp. - March 26, 2026) - First and Goal Capital Corp. (TSXV: FGCC.P) ("F&G" or the "Company") and Copper Bullet Mines Inc., a corporation existing under the laws of Canada ("CBMI") signed a Letter of Intent ("LOI") on July 28, 2025. F&G and CBMI entered into a definitive business combination agreement dated September 30, 2025 (the "DA"), pursuant to which F&G and CBMI intend to complete a proposed business combination which will constitute a reverse take-over of F&G (the "Transaction"). It is intended that the Transaction will constitute F&G's "Qualifying Transaction", as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV").
Pursuant to the Transaction, CBMI and a wholly owned subsidiary of F&G will amalgamate to form a new amalgamated company, and upon such amalgamation, holders of common shares of CBMI ("CBMI Shares") will receive one post-consolidation F&G common share for each CBMI Share held. As a condition of the Transaction and subject to shareholder approval, F&G will consolidate its common shares on the basis of one post-consolidation common share for every 1.108 pre-consolidation common shares. On or immediately prior to the completion of the Transaction, it is anticipated that F&G will change its name to Coyote Copper Mines Inc. or such other name as may be determined by CBMI.
The parties to the Transaction are at arm's length and, as to the knowledge of the Company, no insider, promoter or control person of the Company has any material equity ownership or interest in CBMI prior to giving effect to the Transaction. Paul Smith and Daiana Turco, each insiders of F&G, hold minority interest in CBMI. As the Transaction is not a "Non-Arm's Length Qualifying Transaction" (as such term is defined in TSXV Policy 2.4), approval of the Transaction by F&G's shareholders will not be required pursuant to the policies of the TSXV. CBMI held an annual general and special meeting of its shareholders on November 25, 2025 and approved the Transaction.
F&G held an annual general and special meeting of its shareholders on November 24, 2025, and approved, among other things, a name change to Coyote Copper Mines Inc. ("CCMM" or the "Resulting Issuer"), a new omnibus incentive plan, and the directors of the Resulting Issuer upon closing of the Transaction.
The Company has received conditional acceptance for the Transaction and listing of Resulting Issuer as Tier 2 Mining issuer, subject to the Resulting Issuer fulfilling all the requirements of TSXV.
The Company has filed the Filing Statement dated March 26, 2026 in connection with the Transaction on SEDAR+, and the scheduled closing date for the Transaction is expected to occur on or about April 7, 2026.
In connection with the Transaction, all outstanding stock options and agent warrants of F&G will, on a post-consolidation basis, remain in effect on substantially the same terms and in accordance with the policies of the TSXV.
FIRST AND GOAL CAPITAL CORP.
F&G was incorporated under the Business Corporations Act (Ontario) on incorporated on June 3, 2021 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. F&G has no commercial operations and no assets other than cash.
About Copper Bullet Mines Inc.
Since its incorporation on April 10, 2021, the team at CBMI, has acquired through staking and option a significant land package in the heart of Arizona's Copper Triangle. CBMI's Copper Springs property has more than 96 historic drill holes.
The project is adjacent to Arizona State highway 60, located 1 hour east of Phoenix. High voltage power lines cross the project and water is available from perennial springs. The Copper Springs Project is surrounded by producing mines, including Capstone's Pinto Valley, KGHM's Carlotta mine, Group Mexico's Ray Mine, and various other mines and projects owned by South 32, BHP, Rio Tinto and Freeport-McMoRan.
The Globe Miami area, the northeast part of the Copper Triangle where the Copper Springs project is situated has produced over 37 billion lbs of copper. The Copper Triangle is also home to 2 of the 3 copper smelters in the USA.
From exploration through discovery, development, capital raising, and successful execution of commercial mining and milling operations, CBMI's team includes a full-range of experienced industry professionals. Additional information about CBMI may be found on its website: www.CoyoteCopper.com.
Financing
Since the signing of the LOI on July 28, 2025, CBMI has completed two financings.
As announced in F&G's October 1, 2025 press release, CBMI completed an oversubscribed financing by way of private placement 10,554,343 units at $0.07 per unit for gross proceeds of $738,804.
Each unit consisted of one common share and one-half a warrant of CBMI. Each full warrant will entitle the holder to purchase one common share of CBMI at an exercise price of C$0.15 per share for a period of 36 months from the issue date. Upon CBMI receiving its drill permits, CBMI may deliver a notice (the "Acceleration Notice") to the warrant holders notifying such warrant holders that the warrants must be exercised within thirty (30) calendar days from the date of the Acceleration Notice, otherwise the Warrants will expire at 4:00 p.m. (Toronto time) on the thirtieth (30th) calendar day after the date of Acceleration Notice.
Paul G. Smith and Daiana Turcu, each a director of F&G, participated in the financing, resulting in each of them holding a minority equity interest in CBMI. Paul Smith subscribed for 630,000 units and Daiana Turcu subscribed for 532,000 units. Paul Smith owns 0.8% and Daiana Turcu owns 0.7% of CBMI as a result of the financing and that prior to the LOI they did not own any security in CBMI. Participation by F&G and other insiders in the Private Placement is considered a "related party transaction" pursuant to Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). CBMI is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' participation in the Private Placement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of any securities issued under the Private Placement (and the consideration paid to the CBMI therefor) to interested parties (as defined under MI 61-101) did not exceed 25% of the CBMI market capitalization (as determined under MI 61-101).
In connection with the Transaction, on January 26, 2026, CBMI completed a second private placement (the "CBMI Financing") of 21,719,935 units of CBMI (the"CBMI Units") for gross proceeds of 3,040,791.00 at $0.14 per CBMI Unit. Each CBMI Unit consisting of one CBMI Share and one-half of one share purchase warrant (each whole warrant, a "CBMI Warrant"). Each CBMI Warrant is exercisable at $0.20 for one CBMI Share for a period of thirty-six months from the date of issue. Upon CBMI receiving its drill permits, CBMI may deliver a notice (the "Acceleration Notice") to the warrant holders notifying such warrant holders that the CBMI Warrants must be exercised within thirty (30) calendar days from the date of the Acceleration Notice, otherwise the CBMI Warrants will expire at 4:00 p.m. (Toronto time) on the thirtieth (30th) calendar day after the date of Acceleration Notice.
The net proceeds from the CBMI Financing will be used by the Resulting Issuer to fund exploration and development of the Arizona Property and for working capital purposes.
In connection with the CBMI Financing, certain duly registered and eligible finders (the "Finders") were paid an aggregate cash fee of $154,221.16, being an amount equal to 7% of the aggregate gross proceeds raised from subscribers introduced by such Finders. As additional consideration, the Finders also received an aggregate of 1,052,152 CBMI Agent Warrants, being an amount equal to % of the number of CBMI Units issued to subscribers introduced by them. Each CBMI Agent Warrant will be exercisable at an exercise price of $0.14 to acquire one CBMI Unit at any time during the 36 months following the date of issue. Upon CBMI receiving its drill permits, CBMI may deliver a notice (the "Acceleration Notice") to the warrant holders notifying such warrant holders that the warrants must be exercised within thirty (30) calendar days from the date of the Acceleration Notice, otherwise the Warrants will expire at 4:00 p.m. (Toronto time) on the thirtieth (30th) calendar day after the date of Acceleration Notice.
The Proposed Transaction
Consolidation
As a condition of the Transaction and as approved by F&G shareholders on November 24, 2025, F&G will consolidate its common shares on the basis of one post-consolidation common share for every 1.108 pre-consolidation common shares.
Capitalization of CBMI
CBMI is incorporated under the Canada Business Corporations Act and, as of the date hereof, has (a) 79,642,569 CBMI Shares issued and outstanding, (b) 21,719,935,080 CBMI Warrants exercisable to acquire 21,719,935 CBMI Shares at an exercise price of $0.15 and $0.20. The holders of CBMI Warrants may, at the option of the holders thereof, elect to replace their CBMI Warrants with warrants to acquire F&G Shares, but otherwise bearing the same terms as the CBMI Warrants which they replace.
Fully Diluted Share Capital
Upon completion of the Transaction, the issued and outstanding securities of the Resulting Issuer are expected to consist of 96,368,674 Resulting Issuer Shares at the amounts set out in the below capitalization table:
| Securities | Number | Approximate %-Fully Diluted |
| Common shares | ||
| Post-Consolidation F&G Shares prior to close of Transaction | 14,285,700 | 12.14% |
| Issuable to former CBMI Shareholders prior to CBMI Financing | 57,922,834 | 49.22% |
| Issuable to former CBMI shareholders resulting from CBMI Financing (prior to September 30, 2025) | 591,276 | 18.46%(5) |
| Issuable to former CBMI shareholders resulting from CBMI Financing (after September 30, 2025) | 21,128,460 | 17.72% |
| Issuable to former CBMI shareholders resulting from compensation shares | Nil | - |
| Issuable in connection with the Finder's Fee Agreement | 2,440,404 | 2.07% |
| Total Common Shares | 96,368,674 | 81.89% |
| Convertible Securities | ||
| Resulting Issuer Shares issuable upon exercise of Resulting Issuer Options | 1,428,475(1) | 1.21% |
| Resulting Issuer Shares issuable upon exercise of Resulting Issuer Replacement Warrants | 18,378,928(2) | 15.62% |
| Resulting Issuer Shares issuable upon exercise of Resulting Issuer Replacement Broker Warrants | 459,386(3) | 0.39% |
| Resulting Issuer Shares issuable upon exercise of CBMI Broker/Agents Warrants | 1,052,152(4) | 0.89% |
| Total Convertible Securities | 21,318,938 | 18.11% |
| Total | 117,687,612 | 100% |
Notes:
(1) Resulting Issuer Options ranging from an exercise price of $0.055 to $0.11 with expiry dates of between October 22, 2031 and January 11, 2032.
(2) Resulting Issuer Replacement Warrants ranging from an exercise price of $0.15 to $0.20 with expiry dates of between December 13, 2027 and January 26, 2029.
(3) Resulting Issuer Replacement Broker Warrants with an exercise price of $0.11 with an expiry date of the earlier of: (i) the date that is five (5) years from the date the F&G common shares were listed on the TSXV (or January 11, 2027); and (i) one (1) year from the date of completion of the Transaction.
(4) Resulting Issuer Replacement Agent Warrants with an exercise price of $0.14 with an expiry date of 3 years from the date of completion of the Transaction.
(5) CBMI issued a total of 21,719,736 Units between September 30, 2025, and January 26, 2026, as part of the CBMI Financing.
Terms of the Transaction
F&G will acquire all of the issued and outstanding CBMI Shares by way of a three-corner amalgamation. The Resulting Issuer will carry on the business of CBMI.
Pursuant to the Transaction, one (1) F&G Consolidated Shares will be issued to the holders of CBMI Shares in exchange for each one (1) CBMI Share issued and outstanding as at the effective date of the Transaction.
CBMI will issue 2,440,404 shares payable to two arm's length finders in connection with the Transaction.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall consist of a minimum of three and a maximum of ten directors, a majority of whom shall be nominated by CBMI. The nominees of CBMI are expected to consist of, at a minimum, Daniel Weir, Darryl Irwin, Erika Dohring, Doug Harris, Keith Minty and Daryl Hodges. The parties expect Daniel Weir will be appointed CEO and Secretary of the Resulting Issuer and Arif Shivji will be appointed as CFO of the Resulting Issuer.
Following completion of the Transaction, it is anticipated that no one will exercise control or direction over more than 10% of the issued and outstanding shares of the Resulting Issuer.
The following sets outs the names and backgrounds of all persons who are expected to be considered insiders of the Resulting Issuer.
Daniel Weir, CEO, Corporate Secretary and Director
Daniel has worked for over 20 years at some of the top financial firms in Canada. He worked as an Institutional Equity Trader, Sales and Investment banking as well as a broker. He was the Head of Institutional Equity Sales at a boutique firm focused on financing Mining companies. Having raised billions of dollars, both publicly and privately, Mr. Weir has expertise at evaluating and financing mining deals. He has sat on boards of potash, graphite and copper-zinc mining companies. Dan spent the past 8 years working in Africa, developing a graphite project. Mr. Weir has overseen exploration projects, and the designing and engineering of processing plants. Mr. Weir graduated from the University of Toronto. Dan resides in Toronto, Canada.
Daryl Hodges, Chairman
Mr. Hodges (Lakehurst, Ontario) is current Chairman & CEO of Electro, having over 35 years of exploration / mine development, and capital markets / financing experience. Mr Hodges is also President of privately owned Ladykirk Capital Advisors Inc. since 2014. Mr. Hodges was former Chairman and CEO of Jennings Capital, responsible for building the mining practise and participation in over $4bn in transactions. And spent 19 years as an exploration/development geologist in central and eastern Canada and was instrumental in numerous discoveries including, Sisson Brook 1978, Hoyle Pond Chopp Zone 1981, Hammond Reef 1987, Raindrop Zone VMS 1990. Hodges spent his last five years focused on offshore M&A in Russia (Norilsk), Fennoscandia (Keivitsa, Boliden), SE Asia (China and Philippines) before entering the capital markets in 1996. Mr. Hodges graduated from University of Waterloo with HBSc and MSc degrees in Earth Science. Darryl resides just outside of Toronto, Canada.
Erika Dohring, Director
Erika has extensive knowledge and expertise in epithermal gold and silver deposits, as well as base metals systems including porphyry copper and VMS. She grew into a career as an exploration geologist with exposure to capital markets and economic evaluation, and most recently as an entrepreneur. As manager of corporate development and JV programs of Riverside Resources, she successfully launched and led multiple early-stage gold and silver exploration programs and was part of the team that spun out the public company Capitan Silver Corp. Most recently, Mrs. Dohring has launched two private Mexican ventures. Mrs. Dohring graduated from Institut Beauvais in France with a Master's Degree in Geology and Mining Engineering. Erika resides in Mexico.
Doug Harris, Director
Doug has over 25 years of audit, buy side, sell side and advisory experience participating in over $2 billion of transactions. Doug has served as a director of several public companies, chairing audit and independent committees, and provides advisory and CFO services through his company Harris Capital Corporation to a number of mining companies. Mr. Harris obtained his MBA from the Rotman School of Management at the University of Toronto. Doug resides just outside of Toronto, Canada.
Keith Minty, Director
Keith has 30 years of professional experience in mineral resource exploration and development of precious and base metals and industrial minerals in Canada and internationally. He has been directly involved in increasing mineral resource project's value through resource development, constructing, operating and managing gold and platinum group metal projects. Mr. Minty has been associated with resource exploration and development companies such as Hunter Dickinson, Viceroy Resources, North American Palladium, and Aurvista Gold. He is currently an active member of the board of directors of companies. Mr. Minty obtained a B.Sc. in Mining Engineering from Queen's University, he received his MBA from Athabasca University. Keith resides in Toronto, Canada.
Darryl Irwin, Director
Mr. Irwin has spent over 20 years working at multiple Big4 accounting firms. He is currently a trusted business advisor to many Canadian-based companies. Darryl has provided business and tax advice on strategies to minimize income tax, structuring of acquisitions and reorganizations, loss utilization planning, shareholder/owner remuneration planning, assistance with tax audits, appeals, advance tax rulings and various other tax compliance matters. Mr. Irwin dedicates most of his time to servicing the emerging company sector. He has significant experience in value-added tax planning for companies and their shareholders, with a focus on tax structuring for liquidity events, including both divestitures and capital raises. Darryl resides in Toronto, Canada.
Arif Shivji, CFO
Arif Shivji is a registered CPA in BC & Alberta, US CPA in Illinois, and a CFA charterholder. After his MBA from the Richard Ivey School Business, Shivji became Manager of Transaction Services with PwC Advisory where he performed buy-side due diligence on acquisitions in Canada, US, and UK. Mr. Shivji has been providing part time CFO services to private & public companies. In addition, he has set up two CPCs on the TSX and a junior mining IPO on the CSE exchange. Previously, Shivji was founder & CFO of Predator Midstream that grew to 90 staff when it was sold to a large public company (Secure Energy). Since May 2021, Shivji has been CFO of Copper Bullet leveraging his 25 years of professional finance experience. Arif resides in Victoria, BC, Canada.
Qualified Person
Michael Feinstein, is the "Qualified Person" under National Instrument 43-101-Standards of Disclosure for Mineral Projects, and he has reviewed and approved the scientific and technical disclosure contained in this press release.
Further Information
All information contained in this news release with respect to F&G and CBMI was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 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 (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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 proposed transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE 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.
Cautionary Statements Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected terms of the Transaction, the number of securities of F&G that may be issued in connection with the Transaction, the ownership ratio of the Resulting Issuer post-closing, the Concurrent Financing, shareholder approval, CBMI's strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. F&G and CBMI assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
For more information, please contact:
Dan Weir
CEO, Copper Bullet Mines Inc. (Coyote Copper Mines Inc.)
DanWeir@CoyoteCopper.com
Tel: +1-416-720-0754
Paul Smith
CEO, First and Goal Capital Corp.
pgs@arclaure.ca
Tel: +1-416-786-7690
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290161
Source: First and Goal Capital Corp.
