Coyote Copper Mines Inc. (formerly capital pool company First and Goal Capital Corp.) (TSXV: CCMM) (the “Corporation“) is pleased to announce that, further to its comprehensive news release dated March 26, 2026, it has completed the acquisition (the “Qualifying Transaction“) of all of the issued and outstanding securities of Copper Bullet Mines Inc. (“CBMI“) constituting its “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange“)). Prior to the completion of the Qualifying Transaction, the Corporation effected a consolidation (the “Consolidation“) of its outstanding common shares (the “Common Shares“) on the basis of one post-Consolidation Common Share for every 1.108 pre-Consolidation Common Shares and changed its name from “First and Goal Capital Corp.” to “Coyote Copper Mines Inc.” (the “Name Change“). All outstanding stock options of the Corporation outstanding prior to the Qualifying Transaction will remain outstanding, on a post-Consolidation basis, on substantially the same economic terms and in accordance with the policies of the Exchange.
The Qualifying Transaction was completed by way of a three-cornered amalgamation pursuant to which, among other things: (a) CBMI amalgamated (the “Amalgamation“) with 17344210 Canada Inc. (“Subco“), a wholly-owned subsidiary of the Corporation incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Canada Business Corporations Act; and (b) all of the common shares of CBMI (each, a “CBMI Share“) outstanding immediately prior to the Amalgamation were cancelled and, in consideration therefor, the holders thereof received post-Consolidation Common Shares of the Corporation (each, a “Resulting Issuer Share“) on the basis of one (1) CBMI Share for one (1) Resulting Issuer Share (the “Exchange Ratio“). In connection with the completion of the Qualifying Transaction, the Resulting Issuer Shares will be listed on the Exchange under the ticker symbol “CCMM”. It is anticipated that trading of the Resulting Issuer Shares under the new ticker symbol will commence on or about April 13, 2026.
Immediately following completion of the Qualifying Transaction, Paul G. Smith, Daiana Turco and Charles J. Gavsie resigned from their positions as officer and directors of the Corporation, as applicable, and the following individuals were appointed as the officers and directors of the Corporation:
- Daniel Weir, Chief Executive Officer, Corporate Secretary and Director
- Daryl Hodges, Chairman and Director
- Erika Dohring, Director
- Doug Harris, Director
- Keith Minty, Director
- Darryl Irwin, Director
- Arif Shivji, Chief Financial Officer
No fractional Resulting Issuer Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-Consolidation Common Shares was otherwise entitled to a fraction of a Resulting Issuer Share, the number of Resulting Issuer Shares issuable to such holder was rounded down to the nearest whole number. Following completion of the Qualifying Transaction, there are 96,368,674 Resulting Issuer Shares outstanding, of which 79,642,570 Resulting Issuer Shares, representing approximately 86% of the currently issued and outstanding Resulting Issuer Shares, are held by the former CBMI shareholders. In connection with completion of the Qualifying Transaction, an aggregate of 2,440,404 Resulting Issuer Shares were issued as finder’s fees to certain finders. An aggregate of 22,323,134 Resulting Issuer Shares are subject to value escrow or Seed Share Resale Restrictions pursuant to Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions.
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