First Phosphate Corp has closed the third tranche of its non-brokered private placement financing, as further described in the company’s news releases dated August 5, August 25 and September 15, 2025.
In aggregate, under the three tranches of the offering, the company raised gross proceeds of $11.4 million through the issuance of 13,067,400 flow-through shares for gross proceeds of $6.5 million and through the issuance of 9,785,000 hard-dollar units for gross proceeds of $4.89 million.
Under the third tranche of the offering, the company raised a total of $4.7 million through the issuance of 3,168,400 flow-through shares for gross proceeds of $1.58 million and 6,220,000 hard dollar units, comprised of 6,220,000 common shares and 3,110,000 warrants, for gross proceeds of $3.1 million.
Together with this offering, the company has raised a total of approximately $39.9 million to date in nine management-led non-brokered private placement financings since June 2022, of which approximately $19.6 million has been closed over the last five months.
“Thanks to the trust placed in us, First Phosphate is now well-capitalised 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,” said CEO John Passalacqua. “Our timelines are aggressive, and so they should be: an integrated North American lithium iron phosphate battery supply chain is a matter of national security to both the United States and Canada.”
The company paid $35,600 in cash and issued 151,520 common shares and 222,720 compensation warrants to finders in connection with the third tranche.
In total, in connection with the offering, the company paid $96,800 in cash finder’s fees, issued 694,640 common shares and advisory shares at a price of $0.50 per common share, and issued 888,240 compensation warrants, exercisable at a price of $0.50 per common share of the company, until December 31, 2025, subject to an accelerated expiry date.
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 August 5, 2025. Capitalised terms used in this news release and not defined herein have the meanings given to them in the company’s news release dated August 5, 2025.
The company may close a final tranche of the Offering at its discretion on or before September 23, 2025. The company also announced that it has entered into an advertising and e-marketing contract with NaFinance.com to provide marketing services, including internet and social media engagement.
The initial term of the agreement is for 13 months, commencing on September 22, 2025, and may be renewed with mutual written agreement. During the initial term, the contractor will receive a payment of $2,800. The contractor is based at 22 Larksmere Court, Markham, Ontario L3R 3R1, and can be reached at (416) 756-9328.
In connection with the offering, a company controlled by Larry Zeifman, chairman of the board of the company, and a company controlled by Peter Nicholson, director of the company, each purchased 280,112 common shares.
As related parties of the company purchased Common Shares, the transactions are considered related party transactions for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The participation of the related parties 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, as the fair market value of the common shares purchased by and issued to the related parties does not exceed 25% of the company’s market capitalisation, 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.
