Does the Nasdaq uplisting involve new share issuance or capital raising?

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Nasdaq Uplisting Does Not Involve New Share Issuance or Capital Raising

The uplisting of First Phosphate Corp.'s American Depositary Receipts (ADRs) to the Nasdaq Global Market does not involve the issuance of new shares or the raising of capital. The transition from Level 1 ADRs on the OTCQX market to Level 2 ADRs on the Nasdaq is an administrative change to enhance trading accessibility.
Transition to Nasdaq Global Market

Effective August 10, 2026, First Phosphate's ADRs will trade on the Nasdaq Global Market under the ticker symbol "PHOS." This move sees the delisting of Level 1 ADRs from the OTCQX market, with automatic conversion to Level 2 ADRs on Nasdaq. The ADR ratio remains ten (10) common shares for each (1) ADR, and this uplisting is complementary to the company's existing listings on other exchanges, including the CSE and FSE.
No New Securities or Capital Raised

The Nasdaq Level 2 ADR program explicitly does not constitute a new offering of securities. Consequently, no additional shares are being issued, and no capital is being raised as part of this transition to the Nasdaq Stock Exchange. This process is designed to facilitate cross-border trading rather than to fund new corporate initiatives.
Continued Conversion Facility

Participants have the option to convert First Phosphate common shares into ADRs at no cost until December 31, 2026. This conversion process is managed by The Bank of New York Mellon (BNY), the depositary bank for the ADR program. BNY handles the issuance and cancellation of ADRs based on instructions from market participants.
Nature of ADRs

ADRs are negotiable U.S. securities that represent the equity of a non-U.S. company, trading freely in global markets to facilitate international trading. The common shares underlying these ADRs are held in custody by BNY, and investors can convert their shares into ADRs through their brokers or custodians.

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Does the Nasdaq uplisting involve new share issuance or capital raising?

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