First Phosphate closes final tranche of placement

Executive Summary

• First Phosphate Corp. closed the final tranche of its non-brokered private placement, raising $115,000 via the issuance of 230,000 flow-through shares.
• The company has now raised a total of approximately $40.0 million across nine management-led non-brokered private placements since June 2022, with $19.8 million closed in the last five months.
• The financing includes significant insider participation from the Chairman and a Director, and the company outlined aggressive timelines for a feasibility study (end of 2026), mining permits (mid-2027), and operations (mid-2029).

Key Details

• Final Tranche Details:
  • Raised $115,000.
  • Issued 230,000 flow-through shares.
• Aggregate Financing (All Four Tranches):
  • Total Gross Proceeds: $11.5 million.
  • Flow-Through Shares: 13,297,400 shares issued for $6.65 million.
  • Hard-Dollar Units: 9,785,000 units issued for $4.89 million.
• Historical Capital Raise:
  • Total raised since June 2022: ~$40.0 million across nine financings.
  • Amount closed in the last five months: ~$19.8 million.
  • Key investors include AlphaNorth Asset Management and long-only private family offices.
• Finder’s Fees and Compensation:
  • Cash fees paid: $96,800.
  • Shares issued to finders: 18,400 common shares and 18,400 compensation warrants.
  • Advisory shares issued: 713,040 common shares at $0.50 per share.
  • Compensation warrants issued: 906,640 warrants, exercisable at $0.50 per share, expiring Dec. 31, 2025 (subject to accelerated expiry).
  • All securities subject to a four-month-and-one-day statutory hold period.
• Insider Participation (Related Party Transactions):
  • Larry Zeifman (Chairman) and Peter Nicholson (Director) each purchased 280,112 common shares.
  • Transactions exempt from formal valuation and minority shareholder approval under MI 61-101.
  • Exemption relied upon because fair market value of shares purchased by related parties does not exceed 25% of market capitalization.
  • No material change report filed >21 days prior to closing; company cites need to close offering quickly to improve financial position.
• Operational Timelines (CEO Statement):
  • Completed feasibility study: End of 2026.
  • Mining permits: Mid-2027.
  • Operating igneous phosphate mine with definitive offtake agreements: Mid-2029.
• Administrative/Other:
  • Entered into a 13-month advertising and e-marketing contract with NaFinance.com starting Sept. 22, 2025.
  • Contract value: $2,800 during the initial term.

Notable Quotes

• "Thanks to the trust placed in us, First Phosphate is now well capitalized and remains on track to deliver a completed feasibility study by the end of 2026, mining permits by mid 2027 and an operating igneous phosphate mine supported by existing definitive, bankable offtake agreements by mid 2029," says chief executive officer John Passalacqua. "Our timelines are aggressive and so they should be: an integrated North American lithium iron phosphate (LFP) battery supply chain is a matter of national security to both the United States and Canada."