First Phosphate launches ADR on OTCQX

Mr. Bennett Kurtz reports FIRST PHOSPHATE ANNOUNCES AMERICAN DEPOSITARY RECEIPT PROGRAM UNDER TICKER SYMBOL FPHOY First Phosphate Corp. has launched its sponsored Level 1 American depositary receipt (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. The First Phosphate ADR is now available for trading in the United States on the OTCQX market under the symbol FPHOY (Cusip: 33611D301; ISIN: US33611D3017). The First Phosphate ADR is the first Canadian Level 1 company-sponsored ADR to trade on OTC Markets. The ADR ratio is set to 10 First Phosphate common shares for each First Phosphate ADR. Participants may issue ADRs at no cost during the first six months after the effectiveness date of the program (Feb. 12, 2026) through the Bank of New York Mellon (BNY) which has been appointed as depositary bank for the First Phosphate ADR program. The new First Phosphate ADR is complementary to all other company listings on all other stock exchanges and does not affect the company's current OTCQX listed common shares under symbol FRSPF. BNY facilitates the issuance and cancellation of First Phosphate ADRs in accordance with instructions received from market participants. The First Phosphate ADR program operates in accordance with a deposit agreement, filed with the United States Securities and Exchange Commission (SEC) and available through the SEC website. The First Phosphate common shares underlying the First Phosphate ADRs are held in custody by BNY. The establishment of the First Phosphate ADR program is not a new offering of securities and, therefore, no additional shares are being issued nor is any capital being raised in connection with the launch of the First Phosphate ADR program. Moreover, nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities. An ADR is a separate security denominated in United States dollars that allows U.S. investors to invest in shares of non-U.S. companies without the need for cross-border or cross-currency transactions. Initial payment received under long-term offtake agreement The company has now received the initial payment of $523,017.59 (U.S.) in respect of the existing, long-term phosphate concentrate offtake agreement with its existing offtake partner as announced on Jan. 6, 2026. Options exercise and RSU (restricted share unit) grants Z Six Financial Corp., an entity controlled by Laurence W. Zeifman, chairman of the board of First Phosphate, has exercised 300,000 options originally issued on Sept. 14, 2022, and exercisable at 25 cents and 300,000 options originally issued on Dec. 22, 2022, and exercisable at 35 cents per option. Pursuant to an exemption granted by the Canadian Securities Exchange to Policy 6.5, the company has issued 781,395 restricted share units to ExpoWorld Ltd., an entity controlled by John Passalacqua, chief executive officer of First Phosphate, as consideration for the termination of 1.2 million options held by ExpoWorld including 600,000 options originally issued on Sept. 14, 2022, and exercisable at 25 cents per option, and 600,000 options originally issued on Dec. 22, 2022, and exercisable at 35 cents per option. These vested RSUs represent the in-the-money value of the options being terminated (calculated based on the closing price of First Phosphate shares on Feb. 10, 2026) and serve to facilitate the cashless exercise of options while minimizing the impact that the transaction would have on the open market. The company also informs that Mr. Passalacqua, through ExpoWorld, made an open market purchase of 119,500 shares in the open market on Jan. 30, 2026. As a show of commitment to the business and alignment with shareholders, the board and management will receive approximately 50 per cent of their total compensation in the form of RSUs. As such, the board has approved the grant of 1,975,000 RSUs to eligible directors, officers, consultants and employees of the company for services to be provided for the 12-month period commencing March 1, 2026. One-half of these new RSUs will vest on Aug. 31, 2026, and Feb. 28, 2027, respectively. All of the common shares issuable on vesting of the RSUs will be subject to a hold period of four months plus one day from the date of vesting. The RSUs will be granted in accordance with and subject to the company's omnibus equity incentive plan. About First Phosphate Corp. First Phosphate is a mineral exploration, development and cleantech company dedicated to examining and ultimately 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 centres, robotics, mobility and national security. We seek Safe Harbor.