02:02:01 EDT Fri 27 Mar 2026
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First and Goal Capital files filing statement on QT

2026-03-26 20:17 ET - News Release

Mr. Dan Weir reports

FIRST AND GOAL CAPITAL CORP. FILES FILING STATEMENT AND PROVIDES FURTHER DETAILS ON ITS QUALIFYING TRANSACTION WITH COPPER BULLET MINES INC.

First and Goal Capital Corp. (F&G) and Copper Bullet Mines Inc. (CBMI) signed a letter of intent (LOI) on July 28, 2025. F&G and CBMI entered into a definitive business combination agreement dated Sept. 30, 2025 (the DA), pursuant to which F&G and CBMI intend to complete a proposed business combination that will constitute a reverse takeover of F&G. 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.

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 will receive one postconsolidation 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 postconsolidation common share for every 1.108 preconsolidation 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 G. 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 TSX Venture Exchange Policy 2.4), approval of the transaction by F&G's shareholders will not be required pursuant to the policies of the TSX-V. CBMI held an annual general and special meeting of its shareholders on Nov. 25, 2025, and approved the transaction.

F&G held an annual general and special meeting of its shareholders on Nov. 24, 2025, and approved, among other things, a name change to Coyote Copper Mines (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 TSX-V.

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 postconsolidation basis, remain in effect on substantially the same terms and in accordance with the policies of the TSX-V.

About 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 TSX-V) listed on the TSX-V. 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 one 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 northeastern part of the Copper Triangle where the Copper Springs project is situated, has produced over 37 billion pounds (lb) of copper. The Copper Triangle is also home to two of the three copper smelters in the United States.

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.

Financing

Since the signing of the LOI on July 28, 2025, CBMI has completed two financings.

As announced in F&G's Oct. 1, 2025, news release, CBMI completed an oversubscribed financing by way of private placement 10,554,343 units at seven cents 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 15 Canadian cents per share for a period of 36 months from the issue date. Upon CBMI receiving its drill permits, CBMI may deliver a notice to the warrantholders notifying such warrantholders that the warrants must be exercised within 30 calendar days from the date of the acceleration notice, otherwise the warrants will expire at 4 p.m. Toronto time on the 30th calendar day after the date of acceleration notice.

Mr. Smith and Ms. Turcu, each a director of F&G, participated in the financing, resulting in each of them holding a minority equity interest in CBMI. Mr. Smith subscribed for 630,000 units and Ms. Turcu subscribed for 532,000 units. Mr. Smith owns 0.8 per cent and Ms. Turcu owns 0.7 per cent of CBMI as a result of the financing, and 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. 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 per cent of the CBMI market capitalization (as determined under MI 61-101).

In connection with the transaction, on Jan. 26, 2026, CBMI completed a second private placement of 21,719,935 units of CBMI for gross proceeds of 3,040,791 at 14 cents per CBMI unit, each CBMI unit consisting of one CBMI share and one-half of one share purchase warrant. Each CBMI warrant is exercisable at 20 cents for one CBMI share for a period of 36 months from the date of issue. Upon CBMI receiving its drill permits, CBMI may deliver a notice to the warrantholders notifying such warrantholders that the CBMI warrants must be exercised within 30 calendar days from the date of the acceleration notice, otherwise the CBMI warrants will expire at 4 p.m. Toronto time on the 30th calendar day after the date of acceleration notice.

The net proceeds from the CBMI financing will be used by the resulting issuer to finance exploration and development of the Arizona property, and for working capital purposes.

In connection with the CBMI financing, certain duly registered and eligible finders were paid an aggregate cash fee of $154,221.16, being an amount equal to 7 per cent 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. Each CBMI agent warrant will be exercisable at an exercise price of 14 cents 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 to the warrantholders notifying such warrantholders that the warrants must be exercised within 30 calendar days from the date of the acceleration notice, otherwise the warrants will expire at 4 p.m. Toronto time on the 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 Nov. 24, 2025, F&G will consolidate its common shares on the basis of one postconsolidation common share for every 1.108 preconsolidation 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; and (b) 21,719,935,080 CBMI warrants exercisable to acquire 21,719,935 CBMI shares at an exercise price of 15 cents and 20 cents. 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 attached capitalization table.

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 F&G consolidated share will be issued to the holders of CBMI shares in exchange for each 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 10 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 Mr. Weir will be appointed chief executive officer and secretary of the resulting issuer, and Arif Shivji will be appointed as chief financial officer of the resulting issuer.

Following completion of the transaction, it is anticipated that no one will exercise control or direction over more than 10 per cent 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

Mr. Weir 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. Mr. Weir spent the past eight 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. He resides in Toronto, Canada.

Daryl Hodges, chairman

Mr. Hodges (Lakehurst, Ont.) is current chairman and CEO of Electro, having over 35 years of exploration/mine development and capital markets/financing experience. Mr Hodges has also been 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 practice and participation in over $4-billion 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, and Raindrop zone, VMS (volcanogenic massive sulphide), 1990. Mr. Hodges spent his last five years focused on offshore M&A (merger and acquisition) in Russia (Norilsk), Fennoscandia (Keivitsa, Boliden) and Southeast 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. He resides just outside of Toronto, Canada.

Erika Dohring, director

Mrs. Dohring 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 (joint venture) 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. She resides in Mexico.

Doug Harris, director

Mr. Harris has over 25 years of audit, buy-side, sell-side and advisory experience participating in over $2-billion of transactions. He 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 Corp., to a number of mining companies. Mr. Harris obtained his MBA from the Rotman School of Management at the University of Toronto. He resides just outside of Toronto, Canada.

Keith Minty, director

Mr. Minty 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 BSc in mining engineering from Queen's University and he received his MBA from Athabasca University. He resides in Toronto, Canada.

Darryl Irwin, director

Mr. Irwin has spent over 20 years working at multiple Big Four accounting firms. He is currently a trusted business adviser to many Canadian-based companies. Mr. Irwin 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. He resides in Toronto, Canada.

Arif Shivji, CFO

Mr. Shivji is a registered CPA in British Columbia and Alberta, a U.S. CPA in Illinois, and a CFA charterholder. After his MBA from the Richard Ivey School Business, Mr. Shivji became manager of transaction services with PwC Advisory, where he performed buy-side due diligence on acquisitions in Canada, the United States and the United Kingdom. Mr. Shivji has been providing part time CFO services to private and public companies. In addition, he has set up two CPCs (capital pool companies) on the Toronto Stock Exchange and a junior mining IPO (initial public offering) on the Canadian Securities Exchange. Previously, Mr. Shivji was founder and CFO of Predator Midstream, which grew to 90 staff when it was sold to a large public company (Secure Energy). Since May, 2021, Mr. Shivji has been CFO of Copper Bullet, leveraging his 25 years of professional finance experience. He resides in Victoria, B.C., 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 news 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.

We seek Safe Harbor.

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