First Phosphate Announces $15 Million Private Placement Pursuant to LIFE Offering

Executive Summary

• First Phosphate Corp. entered into a “best‑efforts” private placement agreement with Integrity Capital Group Inc. to sell up to 25 million units at C$0.60 per unit, targeting gross proceeds of up to $15 million.
• Each unit consists of one common share and one common share purchase warrant (exercisable at C$0.90 for 36 months).
• Net proceeds are earmarked for the feasibility study and permitting of the Bégin‑Lamarche Property, downstream infrastructure development, acquisitions, and general corporate purposes.

Key Details

• Offering Size: Up to 25,000,000 units (each = 1 common share + 1 warrant).
• Pricing: C$0.60 per unit; total gross proceeds up to $15 million CAD.
• Warrant Terms: One‑share purchase warrant per unit, exercisable at C$0.90 per share for a period of 36 months from the closing date.
• Lead Agent/Bookrunner: Integrity Capital Group Inc. (referred to as “Integrity”).
• Closing Date: Expected on or about October 10, 2025, subject to change.
• Use of Proceeds:
• Completion of feasibility study and permitting for the flagship Bégin‑Lamarche Property.
• Development of downstream infrastructure.
• Potential acquisitions.
• General corporate purposes.
• Commission & Broker Warrants:
• Integrity to receive cash commission equal to 8 % of gross proceeds (reduced to 2 % on certain President’s List purchases).
• Integrity also receives broker warrants equal to 8 % of units sold (also reduced to 2 % on certain President’s List purchases); each broker warrant allows purchase of one common share at $0.90 for 36 months post‑closing, subject to a hold period of four months and one day.
• Regulatory Framework: Offering relies on National Instrument 45‑106 (listed issuer financing exemption) and may be offered in the U.S. and offshore jurisdictions where lawful; securities are not registered under the U.S. Securities Act.
• Listing Intent: Company will seek to list the warrant shares on the Canadian Securities Exchange, though no assurance of success is provided.

Notable Quotes

(No direct quotes were included in the release.)