First Phosphate Corp. announced a non-brokered private placement to issue Hard dollar units of the company at a price of CAD 0.40 per hard dollar unit, Flow-through shares of the company at a price of CAD 0.50 per share and Charity Flow-through shares of the company at a price of CAD 0.63 per share for the aggregate gross proceeds of CAD 2,000,000 on December 14, 2023. Each hard dollar unit consists of one common share in the capital of the company and one half of one common share purchase warrant with each whole warrant exercisable for one common share at a price of CAD 0.50 per common share until December 31, 2025, subject to an Accelerated Expiry Date.

The transaction is expected to close on or about December 31, 2023. Closing may be completed in one or more tranches as the company may determine. The transaction is subject to certain conditions including, but not limited to, the receipt of all necessary approvals.

There can be no assurance that the Proposed Offering will be completed, whether in whole or in part. All securities issued under the Proposed Offering will be subject to a four-month and one day statutory hold period in accordance with applicable securities laws. In connection with the Proposed Offering, eligible finders will be paid a fee consisting of 8%, in cash, of the gross proceeds raised from subscribers introduced by them, and such number of compensation warrants as is equivalent to 8% of the number of Hard Dollar units, Flow-Through shares, or Charity Flow-Through shares issued to subscribers introduced by them.

The securities issued pursuant to the Proposed Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended.