First and Goal Capital files filing statement on QT

Executive Summary

• First and Goal Capital Corp. (F&G) and Copper Bullet Mines Inc. (CBMI) have entered into a definitive business combination agreement for a reverse takeover, resulting in a three-corner amalgamation into a new entity named Coyote Copper Mines Inc.
• The transaction has received conditional acceptance from the TSX Venture Exchange for Tier 2 mining issuer listing, with a scheduled closing date of approximately April 7, 2026.
• CBMI has completed two private placements since the letter of intent, raising combined gross proceeds of ~$3.78M, with net proceeds designated for the exploration, development, and working capital of its Arizona Copper Springs property.

Key Details

• Transaction Structure: F&G and CBMI signed a definitive agreement on Sept. 30, 2025, for a reverse takeover via three-corner amalgamation. CBMI shareholders will receive one post-consolidation F&G share for each CBMI share held.
• Share Consolidation: F&G will consolidate its common shares at a ratio of 1 post-consolidation share for every 1.108 pre-consolidation shares.
• Name Change: F&G will change its name to Coyote Copper Mines Inc. (CCMM) upon closing.
• Regulatory & Shareholder Approvals: The transaction is arm's-length and exempt from F&G shareholder approval under TSX-V Policy 2.4. Both companies held AGMs/Special meetings on Nov. 24/25, 2025, approving the transaction, name change, new omnibus incentive plan, and directors. TSX-V has granted conditional acceptance for Tier 2 mining issuer listing.
• Closing & Filing: Filing statement filed on SEDAR+ on March 26, 2026. Scheduled closing date is on or about April 7, 2026.
• Financing 1 (Oct. 1, 2025): CBMI completed an oversubscribed private placement of 10,554,343 units at $0.07/unit for gross proceeds of $738,804. Each unit consisted of one common share and one-half warrant. Warrants are exercisable at $0.15/share for 36 months, with an acceleration clause triggering a 30-day exercise window upon receipt of drill permits.
• Financing 2 (Jan. 26, 2026): CBMI completed a second private placement of 21,719,935 units at $0.14/unit for gross proceeds of $3,040,791. Each unit consisted of one share and one-half warrant. Warrants are exercisable at $0.20/share for 36 months, with identical acceleration terms.
• Insider Participation: F&G insiders Paul G. Smith (630,000 units) and Daiana Turco (532,000 units) participated in Financing 1, resulting in 0.8% and 0.7% ownership in CBMI respectively. This was exempt from formal valuation/minority approval under MI 61-101 as the fair market value to interested parties did not exceed 25% of CBMI's market cap.
• Finder Fees: Finders received an aggregate cash fee of $154,221.16 (7% of gross proceeds from introduced subscribers) plus 1,052,152 agent warrants exercisable at $0.14/unit for 36 months, subject to the same drill-permit acceleration clause.
• Use of Proceeds: Net proceeds from CBMI financings will fund exploration and development of the Arizona property and working capital.
• Capitalization & Warrant Conversion: Pre-transaction CBMI had 79,642,569 shares outstanding. Post-transaction fully diluted share capital is expected to be 96,368,674 shares. CBMI warrant holders may elect to replace their warrants with F&G warrants bearing substantially the same terms.
• Management & Board: Daniel Weir will serve as CEO, Corporate Secretary, and Director. Arif Shivji will serve as CFO. The board will consist of 3-10 directors (majority nominated by CBMI), including Daryl Hodges (Chairman), Erika Dohring, Doug Harris, Keith Minty, and Darryl Irwin. No single shareholder is expected to hold >10% post-transaction.
• Asset Profile: CBMI's Copper Springs property is located in Arizona's Copper Triangle, adjacent to major producing mines (Capstone, KGHM, Group Mexico, South 32, BHP, Rio Tinto, Freeport-McMoRan), with 96 historic drill holes, high-voltage power, and perennial water access.