CSE: PHOS – FSE: KD0 – OTC: FRSPF

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

August 9, 2022: Vancouver, BC. First Phosphate Corp.

(“First Phosphate” or the “Company”) is pleased to announce a non-brokered private placement financing
to raise up to $1,000,000 (the “Offering”). The Offering is anticipated to be
structured as a best-efforts private placement comprised of 4,000,000 common
shares in the capital of the Company (“Shares”) at a price of $0.25 per Shares. The
Company reserves the right to increase the size of the Offering at its sole
discretion. Proceeds from the Offering will be used for general working capital
purposes.

The Company may engage finders and pay the finders a cash fee up to 8% of the
gross proceeds raised in the Offering. Additionally, it is anticipated that finders will
receive that number of compensation warrants (“Compensation Warrants”)
totaling up to 8% of the number of Shares sold pursuant to the Offering. The
Compensation Warrants are exercisable at a price of $0.25 per Share, for a period
of 24 months after the closing of the Offering.

The Offering is expected to close on or about August 19, 2022, or such other date
as the Company may determine. Completion of the Offering is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals.
There can be no assurance that the Offering will be completed, whether in whole or
in part. All securities issued by the Company in connection with the Offering will
be subject to a statutory four month hold period. Furthermore, the Shares issued
pursuant to the Offering shall be subject to a contractual lock-up with 25% released
upon the Company’s being listed for trading on a stock exchange, and 25%
released on the 4, 8 and 12 month anniversary of the initial release.

This press release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities being offered have not
been, nor will they be, registered under the 1933 Act and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration requirements of the
1933 Act, and applicable state securities laws.

Related Party Transaction
Certain insiders of directors, officers and insiders of the Company, intend to
subscribe for Shares in the Offering. The participation of such insiders in the
Offering constitutes “related party transactions” as defined in Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company intends to rely on the exemptions from
the formal valuation and minority shareholder approval requirements of MI 61-101
under sections 5.5(a), 5.5(c), 5.7(1)(b) of MI 61-101 as the Company is not listed
on a specified market, the Shares are being purchased for cash, the fair market
value of the Shares being purchased will not exceed 25% of the Company’s market
capitalization and the Shares being purchased will not have fair market value more
than $2,500,000. The Company did not file a material change report related to the
Offering more than 21 days before the expected closing of the Offering as required
by MI 61-101 as the Company requires the consideration it will receive in
connection with the Offering immediately for working capital purposes.

About First Phosphate Corp
First Phosphate is a mineral exploration and development company fully dedicated
to extracting and refining advanced phosphate material for the LFP Battery
industry. First Phosphate is committed to producing at high purity level, at full
ESG-grade scale and with low anticipated carbon footprint. First Phosphate plans
to integrate directly into the R&D and supply chain functions of major North
American LFP Battery producers that require battery grade phosphate material that
emanates from a consistent and secure supply source. First Phosphate holds 1,234
sq. km of total land claims in the Saguenay Region of Quebec, Canada that it is
actively developing. First Phosphate deposits consist of rare igneous rock
formation that generally yields high purity phosphate concentrate with fewer
deleterious trace elements.

For additional information on First Phosphate Corp.:
Bennett Kurtz, CFO & Director
Telephone: 416 200-0657
Email: Bennett@firstphosphate.com
Website: www.FirstPhosphate.com

Forward-Looking Information and Cautionary Statements
Certain information in this news release constitutes forward-looking statements
under applicable securities laws. Any statements that are contained in this news
release that are not statements of historical fact may be deemed to be forwardlooking statements. Forward-looking statements are often identified by terms such
as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or
the negative of these terms and similar expressions. Forward-looking statements in
this news release include statements relating to: the anticipated timing of the
closing of the Offering; and the anticipated use of proceeds from the Offering; the
receipt of required approvals.

These statements involve known and unknown risks, uncertainties and other
factors, which may cause actual results, performance or achievements to differ
materially from those expressed or implied by such statements, including but not
limited to: the Company’s inability to complete the Offering and/or utilize the use
of proceeds on the terms and within the timelines anticipated or at all; and the
Company’s inability to obtain the required approvals to complete the Offering on
the proposed terms and timeline or at all.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further
cautioned not to place undue reliance on forward looking statements, as there can
be no assurance that the plans, intentions or expectations upon which they are
placed will occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect and actual
results may differ materially from those anticipated.

Forward-looking statements contained in this press release are expressly qualified
by this cautionary statement and reflect the Company’s expectations as of the date
hereof and are subject to change thereafter. The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a result
of new information, estimates or opinions, future events or results or otherwise or
to explain any material difference between subsequent actual events and such
forward-looking information, except as required by applicable law.

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