First Phosphate launches ADR on OTCQX

Executive Summary

• First Phosphate Corp. launched a sponsored Level 1 American Depositary Receipt (ADR) program trading on the OTCQX market under the ticker symbol FPHOY, with a depositary ratio of 10 common shares per ADR.
• The company received an initial payment of $523,017.59 USD under a long-term phosphate concentrate offtake agreement with an existing partner.
• Significant corporate governance updates include the exercise of 600,000 options by Z Six Financial Corp., the termination of 1.2 million options held by CEO John Passalacqua’s entity in exchange for 781,395 RSUs, and the approval of 1,975,000 new RSUs for board and management.

Key Details

• ADR Program Structure:
  • Ticker: FPHOY (Cusip: 33611D301; ISIN: US33611D3017).
  • Market: OTCQX (United States).
  • Type: Sponsored Level 1 ADR.
  • Ratio: 10 First Phosphate common shares for each First Phosphate ADR.
  • Depositary Bank: Bank of New York Mellon (BNY).
  • Effectiveness Date: February 12, 2026.
  • Cost: No cost to participants for issuing ADRs during the first six months.
  • Impact: Complementary to existing listings; does not affect current OTCQX common shares (FRSPF); no new capital raised.
• Offtake Agreement Payment:
  • Amount: $523,017.59 USD.
  • Context: Initial payment received under an existing long-term phosphate concentrate offtake agreement announced on January 6, 2026.
• Options Exercise (Z Six Financial Corp.):
  • Entity: Controlled by Laurence W. Zeifman, Chairman of the Board.
  • Shares Exercised: 300,000 options at $0.25/exercise price (issued Sept 14, 2022) and 300,000 options at $0.35/exercise price (issued Dec 22, 2022).
• Option Termination and RSU Grant (CEO/ExpoWorld Ltd.):
  • Entity: ExpoWorld Ltd., controlled by John Passalacqua, CEO.
  • Terminated Options: 1.2 million options total (600,000 at $0.25 and 600,000 at $0.35).
  • RSU Grant: 781,395 Restricted Share Units (RSUs) issued as consideration.
  • Valuation Basis: In-the-money value of terminated options calculated based on the closing price of $0.25 (implied by the math: 781,395 RSUs * ~$0.67? No, the text says "calculated based on the closing price... on Feb 10, 2026"). The text states these RSUs facilitate cashless exercise.
• Open Market Purchase:
  • Buyer: John Passalacqua (via ExpoWorld).
  • Date: January 30, 2026.
  • Quantity: 119,500 shares.
• New RSU Grants (Board/Management):
  • Quantity: 1,975,000 RSUs.
  • Recipients: Eligible directors, officers, consultants, and employees.
  • Purpose: Compensation for services for the 12-month period commencing March 1, 2026.
  • Vesting Schedule: 50% vests on August 31, 2026; 50% vests on February 28, 2027.
  • Hold Period: Four months plus one day from the date of vesting.
  • Compensation Structure: Board and management will receive approximately 50% of total compensation in RSUs.

Notable Quotes

• None explicitly quoted in the text, though the text describes the strategic intent of the ADR program to "increase exposure to American and international investors wishing direct access to Quebec igneous phosphate and the downstream lithium iron phosphate (LFP) battery supply chain."