First and Goal signs definitive deal for Copper Bullet

Executive Summary

• First and Goal Capital Corp. (F&G) entered into a definitive business combination agreement with Copper Bullet Mines Inc. (CBMI) to complete a reverse‑takeover that will serve as F&G’s qualifying transaction on the TSX‑V.
• Upon amalgamation, CBMI shareholders will receive one post‑consolidation F&G share per CBMI share; F&G will subsequently consolidate its shares 1.108 : 1 and rename the combined entity (proposed name “Coyote Copper Mines Inc.”).
• CBMI disclosed recent high‑grade copper sampling results from its Gibson, West Gibson, and Santa Ana Canyon areas and announced an oversubscribed private‑placement financing of ~$738k plus a planned additional placement of at least $750 k at $0.14 per unit (each unit = 1 common share + ½ warrant).

Key Details

• Transaction Structure
• Definitive Business Combination Agreement dated Sept. 30, 2025.
• Reverse takeover: CBMI will merge with a wholly‑owned subsidiary of F&G; the amalgamated company will be listed on the TSX‑V.
• Share exchange: 1 post‑consolidation F&G share for each CBMI common share held.
• Post‑closing share consolidation: 1.108 pre‑consolidation F&G shares → 1 post‑consolidation share.

• Anticipated name change to “Coyote Copper Mines Inc.” (or other name determined by CBMI).

• Shareholder Approvals

• Shareholders will be asked to approve the consolidation, name change, and related matters at an annual/special meeting expected in Nov. 2025.

• No arm‑length concerns; no insider or promoter of F&G holds material equity in CBMI prior to the transaction.

• Option & Warrant Treatment

• All outstanding F&G stock options and agent warrants will remain in effect on a post‑consolidation basis with substantially unchanged terms, per TSX‑V policies.

• Technical Update – Sampling Results (August 2025)

• West Gibson zone: 4 grab samples from historic ore piles; Cu grades 10–22 % and Ag 10.6–69.3 ppm.
• Gibson area (10 samples): Cu 0.091–22.41 % (average 6.87 %); Ag up to 69.3 ppm (average 15.6 ppm).
• Santa Ana Canyon: 30 chip samples over 41.05 m measured width; Cu 0.0881–1.379 % (average 0.3564 %); Mo 0.0006–0.1233 % (avg 0.0085 %); Ag avg 0.75 ppm.

• Sampling conducted under Mineoro QA/QC protocols; analysis by four‑acid digestion and ICP‑MS at American Assayers Laboratories.

• Financing Details

• Completed oversubscribed private placement: gross proceeds ≈ $738,000 via issuance of CBMI common shares and warrants. Participants included Paul G. Smith and Daiana Turcu (directors of F&G).
• Planned additional private placement: minimum gross proceeds $750,000 at $0.14 per unit; each unit = 1 common share + ½ warrant.

• Warrant terms: full warrant exercisable at $0.20 per share for 36 months; may be accelerated upon receipt of drill permits with a 30‑day exercise window after acceleration notice.

• Qualified Person

• Dr. Michael N. Feinstein, PhD, CPG – qualified person under NI 43‑101 – reviewed and approved all scientific and technical disclosures in the release.

Notable Quotes

(No direct quotes were provided in the release.)