First Phosphate Corp. (CSE: PHOS) (OTC: FRSPF) (FSE: KD0) is pleased to announce that it has closed on an initial tranche of the non-brokered private placement financing for gross proceeds of a minimum of $2,000,000, as further described in the Company’s news release dated December 14, 2023. As part of the Initial Tranche, the Company issued 1,970,000 Flow-Through Shares for aggregate gross proceeds of $985,000. Capitalized terms used in this news release and not defined herein have the meanings given to them in the the Company’s news release dated December 14, 2023.

A subsequent tranche of the financing reflecting hard cash subscriptions and remaining flow through subscriptions is scheduled for closing on or about December 28, 2023.

In connection with the Initial Tranche, the Company paid $47,280 in finder’s fees, issued 63,040 Compensation Shares at a price of $0.50 per Compensation Share, and issued 157,600 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.

All securities issued under the Offering will be subject to a four-month and one day statutory hold period in accordance with applicable securities laws.

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 shall 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they 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, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws.

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.