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First Phosphate Corp. (FPHOY) uplists ADRs to Nasdaq Global Market as Level 2 PHOS

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

First Phosphate Corp. reports that its American Depositary Receipts will be uplisted to the Nasdaq Global Market as a Level 2 ADR under ticker symbol PHOS, effective at the opening of trading on August 10, 2026. The ADR ratio remains at ten common shares for each one ADR.

On August 10, 2026, the company’s Level 1 ADRs will be delisted from the OTCQX market and automatically converted into Level 2 ADRs that trade on Nasdaq. The uplisting does not affect the company’s existing listings of common shares on the OTCQX (FRSPF), the CSE (PHOS), or the FSE (KD0).

Holders may continue to convert First Phosphate common shares into ADRs at no cost until December 31, 2026 through The Bank of New York Mellon, the depositary bank. The company states that this Level 2 ADR program does not constitute a new offering, and that no additional shares are being issued nor capital raised in connection with the uplisting.

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Nasdaq uplisting effective date August 10, 2026 Effective at the opening of trading for Level 2 ADRs on Nasdaq Global Market
ADR ratio 10 common shares for each 1 ADR Ratio for First Phosphate ADRs underlying common shares
Free conversion deadline December 31, 2026 Deadline for cost-free conversion of common shares into ADRs through BNY Mellon
ADR ticker on Nasdaq PHOS Symbol for Level 2 ADRs on Nasdaq Global Market
Other listings FRSPF, PHOS, KD0 Existing listings on OTCQX, CSE, and FSE respectively
Level 2 ADR financial
"uplisted to Nasdaq Global Market as a Level 2 ADR under ticker symbol"
OTCQX market financial
"Level 1 ADRs will be delisted from the OTCQX market and will be automatically"
The OTCQX Market is the top tier of the over-the-counter (OTC) marketplace where companies that don’t trade on major stock exchanges can still be bought and sold. It matters to investors because firms on OTCQX must meet higher disclosure and financial standards than lower OTC tiers, making them generally easier to research and somewhat safer to trade, but they still tend to have lower liquidity and less regulatory oversight than exchange-listed stocks — like a vetted secondary marketplace with trade-offs in ease and risk.
depositary bank financial
"through The Bank of New York Mellon which is currently the depositary bank"
A depositary bank is a financial institution that holds and safeguards a company's or investor’s securities, such as stocks or bonds, in a secure account. It acts like a digital safe, ensuring that ownership records are accurate and that transactions are processed smoothly. For investors, it provides confidence that their investments are protected and correctly recorded, making buying, selling, or transferring securities reliable and efficient.
deposit agreement financial
"The First Phosphate ADR program operates in accordance with a deposit agreement"
A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.
vertically integrated mine-to-market supply chain technical
"dedicated to building and reshoring a vertically integrated mine-to-market supply chain"
LFP batteries technical
"for the production of LFP batteries in North America"

FAQ

What did First Phosphate Corp. (FPHOY) announce regarding its ADRs?

First Phosphate announced that its ADRs will be uplisted to the Nasdaq Global Market as Level 2 ADRs under ticker PHOS, effective at the market open on August 10, 2026, replacing its prior Level 1 OTCQX listing.

What is the ADR-to-share ratio for First Phosphate (FPHOY)?

The First Phosphate ADR ratio remains set at ten (10) common shares for each one (1) ADR. This ratio is unchanged by the uplisting to the Nasdaq Global Market and governs how many underlying common shares each ADR represents.

What happens to First Phosphate’s existing Level 1 ADRs on OTCQX?

Effective August 10, 2026, First Phosphate’s Level 1 ADRs will be delisted from OTCQX and automatically converted into Level 2 ADRs that are readily tradeable on the Nasdaq Global Market under ticker PHOS.

Does the First Phosphate (FPHOY) Nasdaq ADR uplisting raise new capital?

No. The company states the Level 2 ADR program does not constitute a new offering, so no additional shares are being issued and no capital is being raised in connection with the uplisting to Nasdaq.

Until when can investors convert First Phosphate common shares into ADRs at no cost?

Investors may convert First Phosphate common shares into ADRs at no cost until December 31, 2026 through The Bank of New York Mellon, which acts as the depositary bank for the ADR program.

Which exchanges will First Phosphate (FPHOY) securities trade on after the ADR uplisting?

After the uplisting, First Phosphate ADRs trade on the Nasdaq Global Market (PHOS), while its common shares remain listed on the OTCQX (FRSPF), the CSE (PHOS), and the FSE (KD0).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2026_______________.

 

Commission File Number 001-43425_______________

 

First Phosphate Corp.

(Translation of registrant’s name into English)

 

1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F           Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

 

 

 

 

SUBMITTED HEREWITH

 

The following documents of the Registrant are submitted herewith:

 

Exhibit Description
99.1 Press Release

 

2 of 3

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      First Phosphate Corp.  
      (Registrant)  
         
Date: August 14, 2026 By /s/“Bennett Kurtz  
      (Signature)*  
         
      Bennett Kurtz, Chief Financial Officer  
      * Print the name and title under the signature of the signing officer.  

 

3 of 3

Exhibit 99.1

 

 

 

First Phosphate Announces Uplisting of American Depositary Receipt (ADR) to Nasdaq Global Market Under Ticker Symbol PHOS

 

Saguenay, Quebec – August 10, 2026 – First Phosphate Corp. (“First Phosphate” or the “Company”) (Nasdaq: PHOS) (CSE: PHOS) (OTCQX: FRSPF) (FSE: KD0) is pleased to announce that its American Depositary Receipts (“ADRs”) will be uplisted to Nasdaq Global Market as a Level 2 ADR under ticker symbol “PHOS” (CUSIP: 33611D301; ISIN: US33611D3017) effective at the opening of trading on August 10, 2026.

 

The First Phosphate ADR ratio remains set to ten (10) First Phosphate common shares for each (1) First Phosphate ADR.

 

Effective August 10, 2026, First Phosphate level 1 ADRs will be delisted from the OTCQX market and will be automatically converted to First Phosphate level 2 ADRs readily tradeable on the Nasdaq Stock Exchange under ticker symbol “PHOS”.

 

The First Phosphate Level 2 ADR under Nasdaq ticker symbol “PHOS” remains complimentary to all other Company listings on all other stock exchanges and does not affect the Company’s currently listed common shares on the OTCQX under symbol “FRSPF”, on the CSE under symbol “PHOS” and on the FSE under symbol “KD0”.

 

Participants may continue to convert First Phosphate common shares into ADRs at no cost until December 31, 2026 through The Bank of New York Mellon (“BNY”) which is currently the depositary bank for the First Phosphate ADR program.

 

BNY facilitates the issuance and cancellation of First Phosphate ADRs in accordance with instructions received from market participants. The First Phosphate ADR program operates in accordance with a deposit agreement, filed with the United States Securities and Exchange Commission (“SEC”) and available through https://www.sec.gov/Archives/edgar/data/2108542/000101915526000028/0001019155-26-000028-index.htm. The First Phosphate common shares underlying the First Phosphate ADRs are held in custody by BNY. Investors can convert First Phosphate common shares into First Phosphate ADRs by instructing their broker or custodian to deliver the common shares through CDS to BNY’s safekeeping account at CIBC Mellon. For questions about issuances and cancellations of ADRs, please contact canadadrconversions@bny.com.

 

The First Phosphate Level 2 ADR program does not constitute a new offering of securities and, therefore, no additional shares are being issued nor is any capital being raised in connection with the uplist of the First Phosphate ADR to the Nasdaq Stock Exchange. Moreover, nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities.

 

ADRs are negotiable U.S. securities that represent a non-U.S. company’s equity. ADRs trade freely in global markets and facilitate cross-border trading. Additional information is available through BNY Depositary Receipts website: www.adrbny.com.

 

 

 

 

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About First Phosphate Corp.

 

First Phosphate (Nasdaq: PHOS) (CSE: PHOS) (OTCQX: FRSPF) (FSE: KD0) is a mineral exploration and development and clean technology company dedicated to building and reshoring a vertically integrated mine-to-market supply chain for the production of LFP batteries in North America. Target markets include energy storage, data centers, robotics, mobility, and national security. First Phosphate’s flagship Bégin-Lamarche property, located in Saguenay–Lac-Saint-Jean, Québec, Canada, represents a rare North American igneous phosphate resource producing high-purity phosphate characterized by very low levels of impurities.

 

Media & Investor Contact:

 

Bennett Kurtz

Chief Financial Officer

Tel: +1 (416) 200-0657

 

Investor Relations: investor@firstphosphate.com

Media Relations: media@firstphosphate.com

Website: www.FirstPhosphate.com

 

Follow First Phosphate:

X: https://x.com/FirstPhosphate

LinkedIn: https://www.linkedin.com/company/first-phosphate

 

 

Forward-Looking Information and Cautionary Statements

 

This release includes certain statements that may be deemed “forward-looking information”. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In particular, this press release contains forward-looking information relating to, among other things: the transition of ADR securities from OTC to Nasdaq and the listing of the ADRs on Nasdaq.

 

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, development and exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions that engineering and construction timetables and capital costs for the Company’s, exploration, development and expansion projects are correctly estimated and not affected by unforeseen circumstances; the ability to obtain financing for its proposed operations on acceptable terms; no material deterioration in general business and economic conditions; no material delays in obtaining permits and other approvals; no significant disruptions affecting the activities of the Company or its ability to access required project equipment and services, and operating supplies in sufficient quantities and on a timely basis; inflation and prices for Company project inputs being approximately consistent with anticipated levels; the ability to complete the exploration and development programs consistent with the Company’s expectations; commodity price expectations including assumptions for P2O5; the Company’s relationship with local municipalities and First Nations remaining consistent with the Company’s expectations; the Company’s relationship with other third-party partners and suppliers remaining consistent with the Company’s expectations; and government relations and actions being consistent with Company expectations. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. The Company does not assume any obligation to update or revise its forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained in this release is qualified by these cautionary statements.

 

 

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Filing Exhibits & Attachments

1 document