First Phosphate Corp. on December 19, 2025, closed the fourth and final tranche of its non-brokered private placement financing, as further described in the company’s news releases dated November 7, 17, 24, and December 15, 2025.
In aggregate, across the four tranches of the offering, the company has raised gross proceeds of $9,615,478 through the issuance of 8,009,333 flow-through shares for gross proceeds of $7,208,400, and 2,674,531 hard-dollar units for gross proceeds of $2,407,078.
Under this final tranche of the financing, the company raised a total of $2,977,904 through the issuance of 2,053,889 flow-through shares for gross proceeds of $1,848,500, and 1,254,893 hard-dollar units, comprised of 1,254,893 Common Shares and 1,254,893 Warrants, for gross proceeds of $1,129,404.
In addition to this offering, the company has raised to date $49.7 million in 10 management-led non-brokered private-placement financings since June 2022.
In connection with the current tranche of the offering, the company issued 24,000 compensation common shares and 24,000 compensation warrants, exercisable at $1.25 per common share of the company until April 30, 2026, subject to an accelerated expiry date.
Further, the company wishes to revise the disclosure in its press release dated November 24, 2025, to confirm that it issued 52,444 compensation common shares and 52,444 compensation warrants in the third tranche of the Offering. 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 November 7, 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 November 7, 2025.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals. There can be no assurance that any further securities will be sold under the offering.
In connection with the closing of the offering, Peter Nicholson, a director of the company, indirectly purchased 443,260 flow-through shares.
As a related party of the company received flow-through shares in connection with the offering, the transaction is considered a related party transaction for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The participation of the related party 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 available because the fair market value of the flow-through shares purchased by and issued to the related party 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.
First Phosphate is an exploration, mineral development and cleantech company dedicated to 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.
First Phosphate’s flagship Bégin-Lamarche Property in Saguenay-Lac-Saint-Jean, Quebec, Canada, is a North American rare igneous phosphate resource yielding high-purity phosphate with minimal impurities.
