First Phosphate Corp. is pleased to announce that further to the Company's press release dated May 11, 2023, members of its management team and board of directors have acquired 50% of the common shares of First Phosphate (the "Common Shares") owned by Glen Eagle Resources Inc. ("Glen Eagle") under a share purchase agreement (the "Share Purchase Agreement") dated May 10, 2023, between the parties (the "Transaction").
The Share Purchase Agreement involves the acquisition of 2,700,000 Common Shares by the Purchasers, which are set to be released from escrow in 2023 and 2024. Glen Eagle will retain 2,700,000 Common Shares scheduled for release from escrow in 2025 and 2026. Glen Eagle originally received Common Shares for the sale of the Lac à l'Orignal flagship property to the Company on September 12, 2022.
Early Warning Reports
Shpirtrat Trust, of which John Passalacqua is a trustee and established under the laws of the Province of Ontario, will file an early warning report in accordance with National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104") and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"). Shpirtrat Trust acquired 1,212,712 Common Shares at a price of $0.2185 per Common Share for the total price of $265,000 pursuant to the Share Purchase Agreement pursuant to the Transaction.
Since the last report filed by Mr. Passalacqua, Shpirtrat Trust acquired 130,000 units (comprised of 130,000 Common Shares and 65,000 Common Share purchase warrants ("Warrants") at a price of $0.70 per unit for the total price of $91,000 on April 26, 2023. Shpirtrat Trust acquired 32,500 Common Shares through the facilities of the Canadian Securities Exchange, at a price of $0.40 per share for the total price of $13,000 on May 12, 2023. Shpirtrat Trust acquired 50,000 Common Shares through the facilities of the Canadian Securities Exchange, at a price of $0.47 per share for the total price of $23,500 on June 5, 2023.
As a result of the acquisitions, Shpirtrat Trust together with ExpoWorld Ltd., a private company owned and controlled by John Passalacqua, now owns and controls a total of 9,798,607 Common Shares, 122,500 Warrants, and 1,200,000 options to purchase Common Shares ("Options"), representing approximately 18.95% of the outstanding Common Shares on an undiluted basis and 20.97% on a partially diluted basis, assuming the exercise of the 122,500 Warrants and 1,200,000 Options held by the Shpirtrat Trust.
Prior to the Transaction, Shpirtrat Trust together with ExpoWorld Ltd. ("ExpoWorld"), a private company owned and controlled by John Passalacqua and incorporated in the Province of Ontario, owned and controlled a total of 8,585,895 Shares, 122,500 Warrants and 1,200,000 Options which represented approximately 17.23% of the then outstanding Shares on an undiluted basis and 16.60% on a partially diluted basis, assuming the exercise of the 122,500 Warrants and 1,200,000 Options held by Shpirtrat Trust. ExpoWorld and Shpirtrat Trust may be considered joint actors with John Passalacqua.
Z Six Financial Corporation ("Z Six"), a company owned and controlled by Laurence W. Zeifman and incorporated in the Province of Ontario acquired 1,212,712 Shares at a price of $0.2185 per Common Share for the total price of $265,000 pursuant to the Transaction. Subsequent to the Transaction, Z Six and Mr. Zeifman now owns and controls a total of 3,476,826 Common Shares, 235,057 Warrants, and 600,000 Options in the Company representing approximately 6.72% of the outstanding Common Shares. Since the last report filed by Mr. Zeifman, Z Six and Mr. Zeifman owned a total of 2,264,114 Common Shares, which represented approximately 4.38% of the then outstanding shares of the Company, 235,057 Warrants and 600,000 Options, which represented approximately 4.38% and 5.90% of the then outstanding shares on a diluted basis, respectively.
Garry Siskos, an individual residing in the province of Ontario, acquired 183,051 Shares at a price of $0.2185 per Common Share for the total price of $40,000 pursuant to the Share Purchase Agreement. Subsequent to the Transaction, Mr. Siskos now owns and controls a total of 411,622 Common Shares, 114,285 Warrants, and 732,000 Options in the Company representing approximately .80% of the outstanding Common Shares. Since the last report filed by Mr. Siskos, Mr. Siskos owned a total of 228,571 Common Shares, which represented approximately .44% of the then outstanding shares of the Company, 114,285 Warrants and 732,000 Options, which represented approximately .44% and 2.05% of the then outstanding shares on a diluted basis, respectively.
POF Capital Corp. ("POF Capital"), a company owned and controlled by Bennett Kurtz and incorporated in the Province of Ontario, acquired 22,881 Shares at a price of $0.2185 per Common Share for the total price of $5,000 pursuant to the Share Purchase Agreement. Subsequent to the Transaction, POF Capital and 582284 Ontario Ltd., a company owned and controlled by Mr. Kurtz now owns and controls a total of 3,058,776 Common Shares, 76,500 Warrants, and 600,000 Options in the Company representing approximately 5.91% of the outstanding Common Shares. Since the last report filed by Mr. Kurtz, POF Capital and 582284 Ontario Limited, Mr. Kurtz owned a total of 3,035,895 Common Shares, which represented approximately 5.87% of the then outstanding shares of the Company, 76,500 Warrants and 600,000 Options, which represented approximately 5.87% and 7.09% of the then outstanding shares on a diluted basis, respectively.
Capwest Investment Corp. ("Capwest"), a company owned and controlled by Marc Branson, and incorporated in the Province of British Columbia, acquired 22,881 Shares at a price of $0.2185 per Common Share for the total price of $5,000 pursuant to the Share Purchase Agreement. Subsequent to the Transaction, Capwest and Mr. Branson now owns and controls a total of 702,381 Common Shares, 58,250 Warrants, and 600,000 Options in the Company representing approximately 1.36% of the outstanding Common Shares. Since the last report filed by Mr. Branson, Capwest and Mr. Branson owned a total of 679,500 Common Shares, which represented approximately 1.31% of the then outstanding shares of the Company, 58,250 Warrants and 600,000 Options, which represented approximately 1.31% and 2.55% of the then outstanding shares on a diluted basis, respectively.
Peter Kent Investments Inc. ("Peter Kent Inc."), a company owned and controlled by James Peter Kent and incorporated in the Province of Ontario, acquired 22,881 Shares at a price of $0.2185 per Common Share for the total price of $5,000 pursuant to the Share Purchase Agreement. Subsequent to the Transaction, Peter Kent Inc. and Mr. Kent now owns and controls a total of 155,506 Common Shares, 52,312 Warrants, and 600,000 Options in the Company representing approximately .30% of the outstanding Common Shares. Since the last report filed by Mr. Kent, Peter Kent Inc. and Mr. Kent owned a total of 132,625 Common Shares, which represented approximately .26% of the then outstanding shares of the Company, 52,312 Warrants and 600,000 Options, which represented approximately .26% and 1.50% of the then outstanding shares on a diluted basis, respectively.
Gilles Laverdiere, an individual residing in the province of Quebec, acquired 22,881 Shares at a price of $0.2185 per Common Share for the total price of $5,000 pursuant to the Share Purchase Agreement. Subsequent to the Transaction, Mr. Laverdiere now owns and controls a total of 307,881 Common Shares, 145,000 Warrants, and 300,000 Options in the Company representing approximately .60% of the outstanding Common Shares. Since the last report filed by Mr. Laverdiere, Mr. Laverdiere owned a total of 285,000 Common Shares, which represented approximately .55% of the then outstanding shares of the Company, 145,000 Warrants and 300,000 Options, which represented approximately .55% and 1.40% of the then outstanding shares on a diluted basis, respectively.
The Insiders' participation in the Transaction was completed for investment purposes and all Common Shares remain subject to escrow time-based release schedules, as more particularly described in the Company's listing statement dated February 15, 2023 and filed on SEDAR on February 22, 2023. In the future, the Insiders will evaluate their investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease their shareholdings as circumstances require through market transactions, private agreements, or otherwise.
The Transaction was conducted in reliance on the "private agreement exemption" in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and as a result was exempt from the take-over bid requirements in Part 2 of NI 62-104. The Common Shares purchased under the Transaction were purchased from not more than five sellers and at a price less than 115% of the market price of the Common Shares, in each case as calculated in accordance with NI 62-104.
