First and Goal Capital Corp. Files Filing Statement and Provides Further Details on Its Qualifying Transaction with Copper Bullet Mines Inc.
Executive Summary
- First and Goal Capital Corp. (F&G) and Copper Bullet Mines Inc. (CBMI) announced the definitive agreement to complete a reverse take‑over, creating Coyote Copper Mines Inc. (CCMM).
- The transaction includes a share consolidation of F&G (1 post‑consolidation share for every 1.108 pre‑consolidation shares) and an exchange ratio of one CCMM share for each CBMI share.
- CBMI has raised $3.78 M in two private placements; the net proceeds will fund exploration of its Arizona Copper Springs property and working capital for the combined entity.
Key Details
- Transaction Structure
- Amalgamation of CBMI with a wholly‑owned subsidiary of F&G; resulting issuer to be named Coyote Copper Mines Inc.
- Post‑closing share exchange: each CBMI share converts into one post‑consolidation CCMM common share.
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F&G share consolidation: 1 post‑consolidation share for every 1.108 pre‑consolidation shares.
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Closing Timeline
- Conditional acceptance received; SEDAR filing dated March 26 2026.
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Expected closing on or about April 7 2026, subject to TSXV approval and any required shareholder approvals.
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Financing Summary
- First Private Placement (Oct 1 2025): 10,554,343 units @ $0.07/unit → gross proceeds $738,804. Each unit = 1 common share + ½ warrant (exercise $0.15, 36‑month term).
- Second Private Placement (Jan 26 2026): 21,719,935 units @ $0.14/unit → gross proceeds $3,040,791. Each unit = 1 CBMI share + ½ warrant (exercise $0.20, 36‑month term).
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Finder fees: cash $154,221.16 (7% of gross proceeds) plus 1,052,152 agent warrants exercisable at $0.14 per unit.
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Use of Proceeds
- Fund exploration and development of the Copper Springs property in Arizona.
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Provide working capital for the combined company.
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Capitalization Post‑Transaction (approx.)
- Total outstanding shares: 96,368,674 (≈81.9% fully diluted).
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Convertible securities (options & replacement warrants) represent an additional ~18.1%.
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Management & Board
- Anticipated board size: 3–10 directors, majority nominated by CBMI.
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Daniel Weir to serve as CEO and Secretary; Arif Shivji to be CFO of the resulting issuer.
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Insider Participation
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F&G insiders Paul Smith (0.8% ownership) and Daiana Turco (0.7%) participated in the first private placement, constituting a related‑party transaction under MI 61‑101.
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Regulatory & Shareholder Approvals
- CBMI shareholders approved the transaction at their AGM on Nov 25 2025.
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F&G shareholders approved name change and other matters at their AGM on Nov 24 2025; no additional shareholder approval required under TSXV Policy 2.4.
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Qualified Person
- Michael Feinstein, QP under NI 43‑101, reviewed technical disclosures.
Notable Quotes
- Dan Weir, CEO, Copper Bullet Mines Inc.: “The combination creates a fully funded, exploration‑ready platform in the world‑class Copper Triangle, positioning us for rapid development and value creation.”
- Paul Smith, CEO, First and Goal Capital Corp.: “We are pleased to see our capital pool company transition into an operating mining entity with strong assets and experienced management.”