First Phosphate Announces Private Placement Financing

Vancouver, British Columbia–(Newsfile Corp. – Aug. 9, 2022) – 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 “Offer“). The Offer is expected to be structured as a private placement at best consisting of 4,000,000 ordinary shares of the capital of the Company (“Shares“) at a price of $0.25 per share. The Company reserves the right to increase the size of the offering at its sole discretion. The proceeds of the offering will be used for general working capital purposes.

The Company may engage intermediaries and pay them a cash commission of up to 8% of the gross proceeds raised under the Offering. In addition, it is expected that discoverers will receive this number of indemnification warrants (“Indemnification mandates“) aggregating up to 8% of the number of shares sold under the placement. The compensation warrants are exercisable at a price of $0.25 per share, for a period of 24 months after the closing of the placement .

The Offering is expected to close on or around August 19, 2022, or such other date as the Company may determine. Completion of the Offer is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals. There can be no assurance that the Offer will be completed, in whole or in part. All securities issued by the Company under the Offer will be subject to a statutory hold period of four months. In addition, the Shares issued under the Offering will be subject to a contractual lock-up with 25% released upon listing of the Company for trading on the stock exchange, and 25% released on the 4, 8 and 12 month anniversaries. of the first Liberation.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not 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, United States persons absent registration or applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

Transaction with a related party

Certain insiders of the directors, officers and insiders of the Company intend to subscribe for Shares under the Offer. The participation of these insiders in the Offer constitutes “related party transactions” as defined in Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements of NI 61-101 under Sections 5.5(a), 5.5(c), 5.7(1) (b) of NI 61-101 as the Company is not listed on a specified market, the Shares are purchased for cash, the fair market value of the Shares purchased will not exceed 25% of the market capitalization of the Company and the Shares purchased will not have a fair market value greater than The Company has not filed a material change report relating to the Offer more than 21 days before the scheduled closing of the Offer, as required by NI 61-101 , as the Company requires the consideration it will receive under the Offer immediately to work for capital purposes.

About First Phosphate Corp

First Phosphate is a mining exploration and development company fully dedicated to the extraction and refining of advanced phosphate materials for the LFP battery industry. First Phosphate is committed to producing at a high level of purity, at full ESG quality scale and with an anticipated low carbon footprint. First Phosphate plans to integrate directly into the R&D and supply chain functions of major North American LFP battery producers who need battery-grade phosphate from a consistent and secure source of supply. First Phosphate holds 1,234 km2 of total land claims in the Saguenay region of Quebec, Canada, which it is actively developing. Early phosphate deposits consist of a rare igneous rock formation that typically produces a high purity phosphate concentrate with fewer harmful trace minerals.

For more information on First Phosphate Corp. :
Bennett Kurtz, Chief Financial Officer and Director
Telephone: 416 200-0657
Email: [email protected]

Forward-Looking Information and Cautions

Certain information contained in this press release constitutes forward-looking statements under applicable securities laws. All statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by words such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these similar terms and expressions. Forward-looking statements in this press release include statements regarding: the expected timing of the closing of the offer; and the intended use of the proceeds of the Offering; 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 limit thereto: the inability of the Company to carry out the Offer and/or use the use of the product according to the conditions and within the time limits provided or not at all; and the failure of the Company to obtain the required approvals to complete the Offer on the terms and on the proposed schedule 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 based will occur. Such information, although considered reasonable by management when prepared, may prove to be incorrect and actual results may differ materially from those anticipated.

The 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 differences between subsequent actual events and such forward-looking information, except as required by applicable law.


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Michael J. Birnbaum