Saguenay, Quebec-- First Phosphate Corp. (CSE: PHOS) (OTCQX: FRSPF) (OTCQX ADR: FPHOY) (FSE: KD0) is excited to announce the introduction of its sponsored Level 1 American Depositary Receipt (ADR) program. This initiative aims to enhance visibility among American and international investors seeking direct access to Quebec's igneous phosphate and the lithium iron phosphate (LFP) battery supply chain.
The First Phosphate ADR is now tradable in the United States on the OTCQX market under the ticker symbol 'FPHOY' (CUSIP: 33611D301; ISIN: US33611D3017).
Notably, this marks the first Canadian Level 1 company-sponsored ADR to trade on OTC Markets. The ADR ratio has been established at ten common shares for each ADR issued.
For the first six months following the program's effectiveness date (February 12, 2026), participants can issue ADRs at no cost through The Bank of New York Mellon (BNY), appointed as the depositary bank for this program.
This new ADR offering complements the Company's existing listings on other stock exchanges and does not interfere with the current OTCQX common shares trading under the symbol 'FRSPF.'
BNY will manage the issuance and cancellation of First Phosphate ADRs, following instructions from market participants. The program adheres to a deposit agreement filed with the United States Securities and Exchange Commission (SEC), which can be accessed here.
Importantly, the establishment of the First Phosphate ADR program does not entail a new securities offering; hence, no additional shares are being issued, nor is any capital being raised in connection with this launch. Furthermore, this announcement should not be interpreted as an offer to sell or solicit any offers to buy securities.
An ADR represents a separate security denominated in US dollars, allowing US investors to invest in shares of non-US companies without the complexities of cross-border transactions.
Initial Payment Received Under Long-term Offtake Agreement
The Company has successfully received an initial payment of USD $523,017.59 tied to its existing long-term phosphate concentrate offtake agreement, as previously announced on January 6, 2026.
Z Six Financial Corporation, led by Laurence W. Zeifman, Chairman of the Board of First Phosphate, has exercised options totaling 300,000 shares originally issued on September 14, 2022, and another 300,000 options issued on December 22, 2022.
Additionally, the Company has issued 781,395 Restricted Share Units (RSUs) to ExpoWorld Ltd., controlled by CEO John Passalacqua, as compensation for the termination of 1,200,000 options held by ExpoWorld. These RSUs represent the in-the-money value of the terminated options and facilitate a cashless exercise while minimizing market impact.
Mr. Passalacqua has also made an open market purchase of 119,500 shares on January 30, 2026.
In a commitment to align with shareholders, the Board and management will receive approximately 50% of their total compensation in RSUs. The Board has approved the issuance of 1,975,000 RSUs to eligible directors, officers, consultants, and employees for services over the next 12 months, starting March 1, 2026. Half of these RSUs will vest on August 31, 2026, and February 28, 2027, respectively, with a four-month hold period post-vesting.
First Phosphate (CSE: PHOS) (OTCQX: FRSPF) (OTCQX ADR: FPHOY) (FSE: KD0) is dedicated to building a vertically integrated mine-to-market lithium iron phosphate battery supply chain in North America, targeting sectors such as energy storage, robotics, and national security.
For more information on First Phosphate, visit www.FirstPhosphate.com.