First Phosphate Corp. has announced a non-brokered private placement to a strategic investor for gross proceeds of a minimum of $2 million.
The offering is anticipated to consist of any combination of low-through shares of the company for $0.90 per share; and hard dollar units of the for $0.90 per hard dollar unit, with each hard dollar unit comprised of one common share in the capital of the company, and (one common share purchase warrant with each warrant exercisable for one common share at $1.25 per common share until April 30, 2026, subject to an accelerated expiry date.
The gross proceeds from the flow-through offering will be used to incur “Canadian exploration expenses” that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) related to the company’s projects in Québec.
The net proceeds received from the hard-dollar unit offering will be used for exploration and development activities, working capital, and general corporate purposes.
The offering is expected to close on or about November 21, 2025, or such other date or dates as may be determined by the company.
All securities issued under the offering will be subject to a four-month and one-day statutory hold period in accordance with applicable securities laws.
In connection with the offering, eligible finders will be paid a fee consisting of up to 8% of the gross proceeds raised from subscribers introduced by them, and such number of compensation warrants as is equivalent to up to eight per cent of the number of hard dollar units or flow-through shares issued to subscribers introduced by them.
Each compensation warrant shall entitle the holder thereof to acquire one common share for $0.90 per share until April 30, 2026, provided that if the volume weighted average trading price of the common shares on the Canadian Securities Exchange for any five consecutive trading days equals or exceeds $2.00, the company may, upon issuing a press release, accelerate the expiry date of the compensation warrants to the date that is 30 days following the date of such press release.
The company reserves the right to pay cash finders’ fees on the flow-through offering in common shares rather than cash issued at the flow-through offering issue price.
