Saguenay, Quebec - Newsfile Corp. - December 22, 2025 - First Phosphate Corp. (CSE: PHOS) (OTCQX: FRSPF) (FSE: KD0) ("
First Phosphate" or the "
Company")
is pleased to announce that, on December 19, 2025, it closed the fourth
and final tranche of its non-brokered private placement financing (the "
Offering"), as further described in the Company's news releases dated November 7, November 17, November 24, and December 15, 2025.
In aggregate, under the four tranches of the Offering, the Company has raised gross proceeds of $9,615,478
through the issuance of 8,009,333 Flow-Through Shares for gross
proceeds of $7,208,400, and through the issuance of 2,674,531 Hard
Dollar Units for gross proceeds of $2,407,078. Under this final tranche
of the financing, the Company raised a total of $2,977,904 through the
issuance of 2,053,889 Flow-Through Shares for gross proceeds of
$1,848,500 and 1,254,893 Hard Dollar Units, comprised of 1,254,893
Common Shares and 1,254,893 Warrants, for gross proceeds of $1,129,404.
Together with this Offering, the Company has raised to date a total
of approximately $49.7 million in 10 management-led non-brokered
private-placement financings since June 2022.
In connection with the current tranche of the Offering, the Company
issued 24,000 compensation common shares and 24,000 Compensation
Warrants, exercisable at a price of $1.25 per common share of the
Company, until April 30, 2026, subject to an Accelerated Expiry Date.
Further, the Company wishes to revise the disclosure in its press
release dated November 24, 2025 to confirm that it issued 52,444
compensation common shares and 52,444 Compensation Warrants in the third
tranche of the Offering. All securities issued under the Offering are
subject to a four-month and one day statutory hold period in accordance
with applicable securities laws. The Company intends to use the proceeds
from the Offering as disclosed in the Company's press release dated
November 7, 2025. Capitalized terms used in this news release and not
defined herein have the meanings given to them in the Company's news
release dated November 7, 2025.
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 any further
securities will be sold under Offering.
Related Party Transactions
In connection with the closing of the Offering, Peter Nicholson, a
director of the Company, indirectly purchased 443,260 Flow-Through
Shares.
As a related party of the Company received Flow-Through Shares in
connection with the Offering, the transaction is considered a related
party transaction for the purposes of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("MI
61-101"). The participation of the related party of the Company is
exempt from the formal valuation and minority shareholder approval
requirements provided under MI 61-101 in accordance with sections 5.5(a)
and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from
the formal valuation requirements of MI 61-101 available because the
fair market value of the Flow-Through Shares purchased by and issued to
the related party does not exceed 25% of the Company's market
capitalization, as determined in accordance with MI 61-101. The Company
did not file a material change report related to the transactions more
than 21 days before the expected closing of the transactions as required
by MI 61-101 but believes that this shorter period is reasonable and
necessary in the circumstances as the Company wishes to improve its
financial position and to close the Offering in short order for sound
business reasons.
About First Phosphate Corp.
First Phosphate (CSE: PHOS) (OTCQX: FRSPF) (FSE: KD0) is an exploration,
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
Forward-Looking Information and Cautionary Statements
This release includes certain statements that may be deemed
"forward-looking information". 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 particular, this press release contains forward-looking
information relating to, among other things, the completion of the
Offering, the anticipated closing date(s) of the Offering, the intended
use of proceeds of the Offering, approval of the CSE and the filing of
the Offering Document. Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance
and actual results or developments may differ materially from those
forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include
market prices, development and exploration successes, and continued
availability of capital and financing and general economic, market or
business conditions. These statements are based on a number of
assumptions including, among other things, assumptions regarding general
business and economic conditions; that the Company and other parties
will be able to satisfy stock exchange and other regulatory requirements
in a timely manner; that CSE approval will be granted in a timely
manner subject only to standard conditions and that all conditions
precedent to the completion of the Offering will be satisfied in a
timely manner. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments may
differ materially from those projected in the forward-looking
statements. Accordingly, readers should not place undue reliance on the
forward-looking information contained in this press release. The Company
does not assume any obligation to update or revise its forward-looking
statements, whether because of new information, future events or
otherwise, except as required by applicable law. All forward-looing
information contained in this release is qualified by these cautionary
statements.