CSE: PHOS – FSE: KD0 – OTC: FRSPF

First Phosphate Announces Closing of the Third and Final Tranche of Oversubscribed Private Placement Financing for Total Gross Proceeds of $8.2 Million

Saguenay, Quebec – January 19, 2024 – First Phosphate Corp. (“First Phosphate” or the “Company”) (CSE: PHOS) (OTC: FRSPF) (FSE: KD0) is pleased to announce that it has closed the third and final tranche (the “Third Tranche”) of the non-brokered private placement financing for gross proceeds of a minimum of $2,000,000 (the “Offering”), as further described in the Company’s news releases dated December 14 and 22, 2023, and January 2, 2024. Under the Third Tranche, the Company issued 1,768,250 Hard Dollar Units for gross proceeds of $707,300 raising the aggregate proceeds from the three tranches of the Offering to $8,223,475.20.  

“We are pleased by another large vote of confidence placed in First Phosphate by existing and new shareholders including a number of institutional investors,” says Company CEO, John Passalacqua. “We are now in position to be able to drill this winter and begin uncovering the full extent of the Bégin-Lamarche high-purity igneous rock phosphate horizon at only 70 km from the deep-sea Port of Saguenay. In our experience, proximity to port and access to infrastructure and workforce are the single largest determinants for the economic viability of any phosphate project. Bégin-Lamarche has all these strong requisites. We feel that it could become one of the first phosphate mines to see production in Quebec as we are now in a position to accelerate its development.”

The aggregate issuances across the three tranches of the Offering, which was oversubscribed by a factor of 311%, are comprised of 4,858,688 Hard Dollar Units for gross proceeds of $1,943,475 and 12,560,000 Flow-Through Shares for gross proceeds of $6,280,000. In connection with the Offering, the Company paid an aggregate of $334,080 in finder’s fees, issued 369,840 Compensation Shares at a price of $0.50 per Compensation Share, and issued 1,193,700 Compensation Warrants, exercisable at a price of $0.50 per common share of the Company, until December 31, 2025, subject to an Accelerated Expiry Date. (Capitalized terms used in this news release and not defined herein have the meanings given to them in the Company’s news release dated December 14, 2023.)

All securities issued under the Offering are subject to a four-month and one day statutory hold period in accordance with applicable securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Company intends to use the proceeds from the Offering as disclosed in the Company’s press release dated December 14, 2023.

The securities issued pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company also announces that it has approved the grant of 360,000 restricted share units of the Company (“RSUs”) to an eligible consultant of the Company. The RSUs vest in 4 tranches (25% on each of May 31, 2024; August 31, 2024; November 30, 2024; and February 28, 2025). The terms of the RSUs are in accordance with the Company’s Omnibus Equity Incentive Plan as approved by disinterested shareholders at the Company’s annual and special meeting of shareholders held on August 25, 2023. All securities issued are subject to a hold period of four months plus one day from the date of issuance.

About First Phosphate Corp.

First Phosphate is a mineral development company fully dedicated to extracting and purifying phosphate for the production of cathode active material for the Lithium Iron Phosphate (“LFP”) battery industry. First Phosphate is committed to producing at high purity level, in responsible manner and with low anticipated carbon footprint. First Phosphate plans to vertically integrate from mine source directly into the supply chains of major North American LFP battery producers that require battery grade LFP cathode active material emanating from a consistent and secure supply source. First Phosphate holds over 1,500 sq. km of royalty-free district-scale land claims in the Saguenay-Lac-St-Jean Region of Quebec, Canada that it is actively developing. First Phosphate properties consist of rare anorthosite igneous phosphate rock that generally yields high purity phosphate material devoid of high concentrations of harmful elements.

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For additional information, please contact:

Jérôme Cliche, VP, Business Development
jerome@firstphosphate.com
Tel: +1 (514) 815-8799

Investor Relations: investor@firstphosphate.com
Media Relations: media@firstphosphate.com
Website: www.FirstPhosphate.com

Follow First Phosphate:

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

Forward-Looking Information and Cautionary Statements

Certain information in this news release constitutes forward-looking information and 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 forward-looking 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 Company’s proposed development of its land claims in the region of Saguenay-Lac-St-Jean, Quebec; the Company’s plans to integrate directly into the functions of certain major North American LFP Battery producers; the use of proceeds from the Offering; and statements about the RSU issuance.

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to develop its land claims in the region of Saguenay-Lac-St-Jean, Quebec; the Company’s ability to integrate directly into the functions of certain major North American LFP Battery producers; the Company’s ability to allocate the use of proceeds from the Offering as stated; and the Company’s ability to carry out the RSU issuance as stated.

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 integrate directly into the functions of certain major North American LFP Battery producers; the Company’s inability to allocate the use of proceeds from the Offering as stated; and the Company’s inability to carry out the RSU issuance as stated.

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 news 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.

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

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