Saguenay, Quebec - Newsfile Corp. - May 9, 2025 - First Phosphate Corp. (CSE: PHOS) (OTCQB: FRSPF) (FSE: KD0) ("First Phosphate" or the "Company") is pleased to announce a non-brokered private placement (the "Proposed Offering") for gross proceeds of a minimum of $1 million. 

The Proposed Offering is anticipated to consist of any combination of:

Flow-through shares of the Company ("Flow-Through Shares") at a price of $0.35 per share ("Flow-Through Offering"); and

Hard dollar units of the Company ("Hard Dollar Unit") at a price of $0.35 per Hard Dollar Unit (the "Hard Dollar Unit Offering"), with each Hard Dollar Unit comprised of: (i) one common share in the capital of the Company ("Common Share"), and (ii) one half of one Common Share purchase warrant ("Warrant") with each whole Warrant exercisable for one Common Share at a price of $0.50 per Common Share until December 31, 2025, subject to an Accelerated Expiry Date (as defined below).

The gross proceeds from the Flow-Through Offering will be used to incur "Canadian exploration expenses" that are "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the Corporation's projects in Québec. The net proceeds received from the Hard Dollar Unit Offering will be used for exploration and development activities, working capital and for general corporate purposes.

The Proposed Offering is expected to close, in one or more tranches, on or before May 27, 2025, or such other date or dates as may be determined by the Company.

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: (i) a fee consisting of 8%, in cash, of the gross proceeds raised from subscribers introduced by them, and (ii) such number of compensation warrants ("Compensation Warrants") as is equivalent to 8% of the number of Hard Dollar Units or Flow-Through Shares issued to subscribers introduced by them. Each Compensation Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.50 per share until December 31, 2025, provided that if the volume weighted average trading price of the Common Shares on the CSE for any 5 consecutive trading days equals or exceeds $0.80, the Corporation may, upon issuing a press release, accelerate the expiry date of the Compensation Warrants to the date that is 30 days following the date of such press release ("Accelerated Expiry Date"). The Corporation reserves the right to pay cash finders' fees on the Flow-Through Offering in common shares of the Corporation rather than cash ("Compensation Shares") issued at the Flow-Through Offering issue price.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Completion of the Proposed Offering 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.

The issuer is solely responsible for the content of this announcement.

 Editor : **