First Phosphate Reports up to 36.5% Phosphate Assay Result at Its Larouche Property in Saguenay-Lac-St-Jean, Quebec, Canada and Corporate Updates

First Phosphate Corp. announce that it has obtained strong assay results from a geological reconnaissance program at its Larouche property at only 40 km distance from the deep sea Port of Saguenay (Figure 2) in Saguenay-Lac-St-Jean, Quebec, Canada.

Larouche Project Results

Grab sampling from the geological reconnaissance program in the Larouche area (Figure 1) assayed up 36.46% P₂O₅in massive apatite found within nelsonite layers. 13 of 22 samples collected returned from 8.29% P₂O₅ to 36.46% P₂O₅ while 4 others assayed between 17.32% TiO₂ to 19.22% TiO₂ (Table 1). The phosphate is found within layers of apatite-bearing nelsonite within anorthosite host rock. The geological context is similar to what the Company’s winter drilling program revealed in the northern part of its Bégin-Lamarche property. At Larouche, the mineralized area is up 1,000 m long by 500 m wide.

“These results demonstrate once again that First Phosphate has multiple rich, high-grade phosphate-bearing prospective properties at close proximity to the deep sea Port of Saguenay,” explained First Phosphate CEO, John Passalacqua. “The high grade nature of this mineralization, its 40 km distance from Port Saguenay and its close proximity to existing infrastructure are key elements for a successful project.”

John Passalacqua

Additional Reconnaissance Conducted on Other Bluesky Properties

The geological reconnaissance program also included 3 other First Phosphate Bluesky properties.

At the Perron property, 9 samples out of the 44 gathered returned values greater than 5% P₂O₅ with up to 13.68% P₂O₅ and 19.02% TiO₂. Mineralization is found within centimetric to decimetric layers of nelsonite in the anorthosite mass.

At the Lac Alex property, more than 50% of the grab samples assayed over 3% P₂O₅ and up to 5.79% P₂O₅ and TiO₂ varying from 4 to 8%. The mineralization occurs within an oxide-apatite gabbronorite (OAGN) similar to the Company’s Lac à l’Orignal project.

At the Brochet property, 12 out of 48 samples returned over 3% P₂O₅ and up to 6.99 P₂O₅ with up to 12.28% associated TiO₂. The mineralization occurs within an oxide-apatite gabbronorite (OAGN) similar to the Company’s Lac à l’Orignal project.

Qualified Person

The scientific and technical disclosure for First Phosphate included in this news release has been reviewed and approved by Gilles Laverdière, P.Geo. Mr. Laverdière is Chief Geologist of First Phosphate and a Qualified Person under National Instrument 43-101 – Standards of Disclosure of Mineral Projects (“NI 43-101”).

Corporate Updates

Peter Kent has retired as President and Director of the Company. Mr. Kent will remain involved with the Company as a member of its advisory board. “We thank Peter for his outstanding contributions to the Company in its early formative stages and we wish him the best for his well-deserved retirement after a long and well distinguished career in media and politics,” says Company CEO, John Passalacqua.

Garry Siskos has stepped down as COO/CFO of the Company to pursue fundraising opportunities in his private practice and will remain as a consultant to the Company. “We thank Garry for his diligent service in meticulously setting up the structure around our business modelling and corporate strategy from mine to midstream product development,” added, John. Bennett Kurtz, the predecessor CFO to Garry, will serve as the Company’s CFO in addition to his CAO role.

The Company has approved the grant of 500,000 stock options (the “Options”) to purchase common shares of the Company (the “Common Shares”) to certain advisors of the Company, at an exercise price of $0.70 per share, with an expiry date of three years from the date of issuance (the “Option Grants”). The Options are subject to time-based vesting such that increments of 25% vest every 6 months for two years. The terms of the Options granted 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 statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

The Company has settled $273,200 of debt for accrued management and board salaries through the issuance of 718,947 Common Shares at the deemed price of $0.38 per Common Share, with such shares subject to a statutory four month and one day hold period (the “D&O Shares for Debt Transaction”). Further, the Company has settled $216,676 of debt for accrued amounts owing to arm’s length service providers through the issuance of 570,200 Common Shares at the deemed price of $0.38 per Common Share, with such shares subject to a statutory four month and one day hold period.

The Company also announces that it has granted restricted share units (“RSUs”) of the Company to certain directors, officers, and consultants of the Company in lieu of cash compensation. The Company will issue 1,018,424 RSUs at a deemed price of $0.38 per Common Share (the “RSU Grants”). Such RSUs will vest in 2 tranches after 3 and 6 months of issuance and will be subject to a statutory four month and one day hold period. Each vested RSU entitles the holder to receive one Common Share.

The Company has entered into agreement to engage Laura Stein for Investor Relations Activities (as defined in the CSE’s Policy) with the effective date of September 1, 2023. Ms. Stein’s engagement is for an initial term of 12 months ending on September 1, 2024, during which the Company anticipates to issue, as compensation to Ms. Stein 250,000 Options over the course of the 12 month engagement, at the exercise price of $0.70 per Common Share, subject to minimum exercise price as set out in the CSE’s Policy. The Options are anticipated to be granted at 25% per quarter over 9 months with the first 25% of such Options granted immediately.

Ms. Stein resides in the State of New Jersey and is an arm’s length party to the Company. Her contact information is as follows: email: [email protected] and telephone: 917-254-8906.

Adoption of Omnibus Equity Incentive Plan

In order to further align the interests of the Company’s senior executives, key employees, consultants and directors with those of the shareholders of the Company, the board of directors (the “Board”) has approved the implementation of an Omnibus Equity Incentive Plan (“Omnibus Plan”) as approved by disinterested shareholders at the Company’s annual and special meeting of shareholders held on August 25, 2023.

The Omnibus Plan replaces the Company’s stock option plan (the “Stock Option Plan”) and restricted share unit plan (“RSU Plan”). The Omnibus Plan will provide the Company with the flexibility to grant diverse equity awards as part of its objective to attract, retain and motivate highly qualified directors, officers, employees and consultants, all granted under one plan which will allow such awards to be subject to the same administration and overall limits.

The Omnibus Plan is a “rolling” share-based compensation plan pursuant to which the aggregate number of Common Shares reserved for issue under the Omnibus Plan may not exceed twenty percent (20%) of the Common Shares issued and outstanding at the time of Option or RSU grant. The Omnibus Plan is a “rolling” maximum share plan, and any increase or reduction in the number of outstanding Common Shares will result in an increase or reduction, respectively, in the number of Common Shares that are available to be issued under the Omnibus Plan. The Omnibus Plan is considered an “evergreen” plan, since the Common Shares covered by Options and Awards that have been exercised or redeemed, as the case may be, shall be available for subsequent grants under the Omnibus Plan.

Outstanding Options under the Stock Option Plan will continue to be governed by the Stock Option Plan. There were no RSUs issued under the RSU Plan. The Company currently has 6,208,000 Common Shares reserved for issuance pursuant to Options already granted and outstanding pursuant to the Stock Option Plan, representing an aggregate 12.0% of the Common Shares outstanding. After the Option Grants and RSU Grants, the Company has 7,976,424 Common Shares reserved for issuance pursuant to Options and RSUs granted and outstanding, representing an aggregate of 15.4% of the Common Shares outstanding,

The Omnibus Plan was approved and adopted by the Board on July 26, 2023. The Omnibus Plan is a long-term incentive plan that, once approved, permits the grant of Options and RSUs (together, the “Awards”) to directors, officers and employees of, and consultants to, the Corporation. The purpose of the plan is to promote share ownership of the eligible individuals to align the interests of such individuals with the interest of the Company’s shareholders. The Omnibus Plan will replace the Stock Option Plan and RSU Plan and no further grants of Options or RSUs will be made under such plans, respectively. As a result, the Omnibus Plan streamlines the administration of long-term incentive grants to eligible individuals as all future grants will be made under the Omnibus Plan and therefore all future grants will be subject to the rules and restrictions of that plan.

Under the Omnibus Plan, eligible persons may (at the discretion of the Board) be allocated a number of restricted share units (“RSU”) as the Board deems appropriate, with vesting provisions also to be determined by the Board, subject to a maximum vesting term of three (3) years from the end of the calendar year in which RSUs were granted. Upon vesting, eligible participants shall be entitled to receive Common Shares from treasury to satisfy all or any portion of a vested RSU award. The expiry date of Options granted pursuant to the Omnibus Plan is set by the Board, and must not be later than ten (10) years from the date of grant.

A full copy of the Omnibus Plan is available for viewing under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Related Party Transaction

As related parties of the Company received Common Shares, RSUs, and Options in connection in connection with the Transactions, the Transactions are considered related party transactions for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The participation of the related parties of the Company are exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the issued Common Shares, RSUs, and Options to the related parties pertaining to the Transactions does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report related to the Transactions more than 21 days before the expected closing of the Transactions as required by MI 61-101 but believes that this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its accrued liabilities as soon as possible and to incentivize the retaining of key personnel.

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, at full ESG standard 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.

For additional information, please contact:

Bennett Kurtz, CFO and CAO
[email protected]
Tel: +1 (416) 200-0657

Investor Relations: [email protected]
Media Relations: [email protected]
Website: www.FirstPhosphate.com

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