This Code of Business Conduct and Ethics (the “Code”) of First Phosphate Corp. (“First Phosphate” or the “Corporation”) requires the observation of high standards of business and personal ethics in the conduct of all directors, officers, employees of, and consultants and contractors to the Corporation (“Representatives”). In line with this commitment and the Corporation’s commitment to open communications, this policy (the “Policy”): (i) provides an avenue for Representatives to raise concerns; and (ii) confirms the Corporation’s processes for the receipt, retention, and treatment of complaints received by the Corporation regarding such concerns. This Code shall apply to the Corporation and each of its subsidiaries and any reference to First Phosphate or the Corporation shall refer to the Corporation and its subsidiaries.
It is the responsibility of all Representatives to comply with the Code and to report suspected material violations of the Code in accordance with this Policy. This Policy is intended to cover any of the following actions:
This Policy applies to all Representatives and receipt of the latest version of this Policy will be deemed to constitute your acceptance and agreement to be bound by its terms. This Policy is available on the Corporation’s website and is supplemented by other current policies adopted by the Corporation and those policies that may be adopted by First Phosphate from time to time.
3. No Retaliation
This Policy encourages and enables Representatives to raise and seek resolution to serious concerns within the Corporation. No Representative who, in good faith, reports Wrongdoing (including any good faith suspicion of Wrongdoing), shall suffer harassment, retaliation or adverse employment consequence. A Representative who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment and potentially enforcement by applicable regulatory authorities.
4. Reporting Violations
The Corporation suggests that Representatives share their questions, concerns, suggestions or reports with appropriate internal personnel who can address them properly. In most cases, a Representative’s supervisor or primary business contact is in the best position to address an area of concern. However, Representatives who are not comfortable speaking with their supervisor or primary business contact, or who are not satisfied with their response, are encouraged to speak with a member of management with whom they are comfortable approaching. Supervisors and managers are required to report unresolved reports of Wrongdoing to the Corporation’s Audit Committee Chair.
Notwithstanding the above, (i) for allegations of fraud, securities law violations, or human rights concerns, (ii) if you raised concerns with appropriate internal personnel but are not satisfied with the response, or (iii) if for whatever reason you are not comfortable with proceeding with other internal personnel, you should contact the Corporation’s Audit Committee Chair at whistleblower@firstphosphate.com.
5. Audit Committee Chair
The Corporation’s Audit Committee Chair is responsible for the investigation and resolution of all reports and allegations of Wrongdoing and, at his discretion, shall advise the CEO, the CFO (or such persons acting in such capacities) and/or the Audit Committee. The Corporation’s Audit Committee Chair has direct access to the Board of Directors and is required to report to the Audit Committee at least quarterly on such compliance activity. The Corporation’s Audit Committee Chair is Laurence W. Zeifman.
Anyone filing a report concerning suspected Wrongdoing must be acting in good faith and have reasonable grounds for believing the information disclosed indicates Wrongdoing has occurred. Any allegations that are determined to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
7. Confidentiality
Reports of suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of suspected violations will be kept confidential with the Audit Committee Chair, or if applicable, the Audit Committee, to the extent possible and consistent with the need to conduct an adequate investigation.
8. Contents of Reports
Reports of alleged violations should be factual, rather than speculative or conclusory, and should contain as much detail as possible to allow for proper assessment. The report should clearly set forth all the information the Representative knows about the alleged concern. In addition, the complaint should contain sufficient corroborating information to support the commencement of an investigation. The Audit Committee Chair and/or the Audit Committee may, in their reasonable discretion, determine not to commence an investigation if a complaint contains only unspecified or broad allegations of Wrongdoing without appropriate factual support.
9. Handling of Reported Violations
Upon receipt of a complaint alleging Wrongdoing, the Audit Committee Chair, or a member of the Audit Committee designated by the Audit Committee Chair, will make a determination as to whether a reasonable basis exists for commencing an investigation into the conduct alleged. If the Audit Committee Chair or designated member of the Audit Committee concludes that an investigation is warranted, such person shall take appropriate measures to implement a thorough investigation of the allegations. The Audit Committee shall have the authority to obtain assistance from First Phosphate’s management or counsel, or to retain separate outside legal or accounting expertise or other third parties as it deems necessary or desirable in order to conduct the investigation.
10. Reported violations of corporate accounting practices, internal controls or auditing
Notwithstanding the above, the full Audit Committee addresses any complaints regarding audits, accounting, financial reporting, and internal controls, and related disclosure, legal compliance and other regulatory requirements, and the Audit Committee Chair shall, as soon as practicable upon becoming aware that a complaint concerns such subject matters, bring the complaint to the attention of the Audit Committee. The Audit Committee Chair works with the Audit Committee until any such complaint is resolved to the satisfaction of the Audit Committee.
11. Monitoring
At each regular meeting of the Audit Committee, the Audit Committee Chair discusses with the Audit Committee (i) the status of any ongoing investigations and, (ii) the resolution of all complaints made during the previous quarter, whether or not the complaint resulted in the commencement of a formal investigation.
12. Retention of Complaints and Documents
The Audit Committee retains all documents and records regarding any complaint for a period of seven years. It is illegal and against Corporation policy to destroy any records that may be subject to or related to an investigation by the Corporation or any governmental or regulatory body.
13. Review of Policy
The Board shall review and evaluate this Policy from time to time and generally on an annual basis to determine the ongoing effectiveness of this Policy.
| Approval Date: | July 24, 2026 |
| Approved by: | Board of Directors |
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