Saguenay, Quebec - (Newsfile Corp. - November 7, 2025) - First
Phosphate Corp. (CSE: PHOS) (OTCQX: FRSPF) (FSE: KD0) ("First Phosphate"
or the "Company") is pleased to announce a non-brokered private
placement to a strategic investor for gross proceeds of a minimum of
$2,000,000 million (the "
Offering").
The Offering is anticipated to consist of any combination of:
-
Flow-through shares of the Company ("Flow-Through Shares") at a price of $0.90 per share ("Flow-Through Offering"); and
-
Hard dollar units of the Company ("Hard Dollar Unit") at a price of $0.90 per Hard Dollar Unit (the "Hard Dollar Unit Offering"), with each Hard Dollar Unit comprised of: (i) one common share in the capital of the Company ("Common Share"), and (ii) one Common Share purchase warrant ("Warrant")
with each Warrant exercisable for one Common Share at a price of $1.25
per Common Share until April 30, 2026, subject to an Accelerated Expiry
Date (as defined below).
The gross proceeds from the Flow-Through Offering will be used to incur
"Canadian exploration expenses" that are "flow-through mining
expenditures" (as such terms are defined in the Income Tax Act (Canada))
related to the Company's projects in Québec. The net proceeds received
from the Hard Dollar Unit Offering will be used for exploration and
development activities, working capital and for general corporate
purposes. The Offering is expected to close on or about November 21,
2025, or such other date or dates as may be determined by the Company.
All securities issued under the Offering will be subject to a four-month
and one day statutory hold period in accordance with applicable
securities laws.
In connection with the Offering, eligible finders will be paid: (i) a
fee consisting of up to 8% of the gross proceeds raised from subscribers
introduced by them, and (ii) such number of compensation warrants ("
Compensation Warrants")
as is equivalent of up to 8% of the number of Hard Dollar Units or
Flow-Through Shares issued to subscribers introduced by them. Each
Compensation Warrant shall entitle the holder thereof to acquire one
Common Share at a price of $0.90 per share until April 30, 2026,
provided that if the volume weighted average trading price of the Common
Shares on the Canadian Securities Exchange for any 5 consecutive
trading days equals or exceeds $2.00, the Company may, upon issuing a
press release, accelerate the expiry date of the Compensation Warrants
to the date that is 30 days following the date of such press release ("
Accelerated Expiry Date").
The Company reserves the right to pay cash finders' fees on the
Flow-Through Offering in Common Shares rather than cash issued at the
Flow-Through Offering issue price.
This news release does not constitute an offer to sell or a solicitation
of an offer to sell any of 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. Completion of the Offering is subject
to certain conditions including, but not limited to, the receipt of all
necessary approvals. There can be no assurance that the Offering will be
completed, whether in whole or in part.
About First Phosphate Corp.
First Phosphate (CSE: PHOS) (OTCQB: FRSPF) (FSE: KD0) is a mineral
development and cleantech company dedicated to building and onshoring a
vertically integrated mine-to-market lithium iron phosphate (LFP)
battery supply chain for North America. Target markets include energy
storage, data centers, robotics, mobility and national security.
First Phosphate's flagship Bégin-Lamarche Property in
Saguenay-Lac-Saint-Jean, Quebec, Canada is a North American rare igneous
phosphate resource yielding high-purity phosphate with minimal
impurities.
Media & Investor Contact:
Bennett Kurtz
Chief Financial Officer
bennett@firstphosphate.com
Tel: +1 (416) 200-0657
Investor Relations:
investor@firstphosphate.com
Media Relations:
media@firstphosphate.com
Website:
www.FirstPhosphate.com
Follow First Phosphate:
X:
https://x.com/FirstPhosphate
LinkedIn:
https://www.linkedin.com/company/first-phosphate