First and Goal Capital Corp. Enters into Binding Letter of Intent for Qualifying Transaction on Arizona Copper Project

First and Goal Capital Corp. Enters into Binding Letter of Intent for Qualifying Transaction on Arizona Copper Project

TORONTO, July 30, 2025 /CNW/ - First and Goal Capital Corp. (TSXV: FGCC.P) ("F&G" or the "Company") and Copper Bullet Mines Inc. ("CBMI") are pleased to announce that they have entered into a binding letter of intent dated July 28, 2025 (the "LOI"), pursuant to which F&G and CBMI intend to complete a business combination or other similarly structured transaction which will constitute a reverse take-over of F&G (the "Transaction"). It is intended that the Transaction will be an arm's length "Qualifying Transaction" for F&G, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV").

Upon consummation of the definitive agreement (the "Definitive Agreement"), a comprehensive news release will be issued setting out the terms of the Transaction and the proposed Financings (as hereinafter defined) of CBMI in connection with the Transaction.

FINANCINGS

Under the terms of the LOI, CBMI will complete a bridge financing by way of private placement for gross proceeds of $500,000 through the issuance of securities of CBMI (the "Bridge Financing").  The Bridge Financing is anticipated to close in part or in full on or about August 15, 2025. Pursuant to the LOI, CBMI will also complete a private placement financing for additional proceeds of $1,000,000 through the issuance of securities of CBMI (the "Concurrent Financing" and together with the Bridge Financing, the "Financings"), or such other amount as required by the TSXV in accordance with the policies of the TSXV. The Concurrent Financing is anticipated to be completed prior to or concurrent with closing of the Transaction. On closing of the Transaction, assuming completion of the foregoing Financings, the Equity Value (also the Enterprise Value) of the resulting entity is expected to be between CAD $10.5M and $11.5M.

Trading in the shares of F&G has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by, and permission to resume trading has been obtained from, the TSXV.

ABOUT COPPER BULLET MINES INC.

CBMI is advancing a prolific copper project in the Arizona Copper Triangle.

Since its incorporation on April 10, 2021, CBMI has acquired, through staking and option, a significant land package in the heart of Arizona's Copper Triangle. CBMI's Copper Springs Property (the "Property") has more than 96 historic drills holes and a non-43-101 compliant mineral resource of 47 million tonnes grading 0.4% copper (NI 43-101 Technical Report Copper Springs Property, Gila County, Arizona, by M. Feinstein, 2022), equating to over 400 million lbs of copper contained*. This historic resource is one of many exploration targets across the Property and represents approximately 10% of the Historic Supergene Oxide Blanket (HSOB) footprint, which was defined by wide spaced drilling in the 1960s.  The historical resource estimate is comparable to a modern inferred mineral resource, however quality assurance and quality control protocols do not meet current industry standards.  The QP finds the historic resource to be reliable and relevant based upon: field observations, multiple post-resource exploration campaigns, review of the 2009 core, and thorough data compilation and analysis.  Please refer to Copper Bullet's NI 43-101 technical report that can be found on its website: www.copperbulletmines.com

Please also refer to the historical reports found on Copper Bullet's website:

* Please note, any reference to historical estimates and resources should not be relied upon. These historical estimates are not current and a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") has not done sufficient work to classify the historical estimate and CBMI is not treating the historical estimate as a current resource estimate.

Copper Bullet's 2022 NI 43-101 technical report outlines a phased exploration program of surface sampling, geophysics, and drilling, which is designed to modernize the non-compliant historic resources, as well as potentially upgrading and expanding the mineralized area. 

The Property is adjacent to Arizona State highway 60, located 1 hour east of Phoenix. High voltage power lines cross the Property and water is available from perennial springs. The Property 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, Arizona area, where the Property is situated, has produced over 37 billion lbs of copper. A recent report published by the Arizona Geological Study suggests unmined resources to be over 94 billion lbs of copper (Geology and History of the Globe-Miami Region, Gila and Pinal County, Arizona. Briggs, 2022). The Copper Triangle is also home to 2 of the 3 copper smelters in the USA.

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: www.copperbulletmines.com.

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 TSXV) listed on the TSXV. F&G has no commercial operations and no assets other than cash.

QUALIFIED PERSON

Michael N. Feinstein, PhD, CPG, 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 press release.

Dr. Feinstein is a Consultant to Copper Bullet Mines, he is the author of Copper Bullet's NI 43-101 technical report dated January 20, 2022.

Cautionary Note Regarding Forward Looking Information

This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: all applicable shareholders, and regulatory approvals for the Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: the availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Paul G. Smith, the CEO of First and Goal Capital Corp. and Dan Weir, the CEO of Copper Bullet Mines Inc. are responsible for this announcement.

Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All information provided in this press release relating to CBMI, including any information about its property and the surrounding area and information on its website, has been provided by management of CBMI and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a Definitive Agreement with CBMI in connection with the Transaction, and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE First & Goal Capital Corp.