Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2024_____________________.

Commission File Number 000-54260______________________

First Phosphate Corp.

(Translation of registrant’s name into English)

1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.

☒ Form 20-F

☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

SUBMITTED HEREWITH

The following documents of the Registrant are submitted herewith:

Exhibit	Description
99.1	Interim Unaudited Financial Statements for the 6 month period ended August 31, 2024
99.2	Management Discussion and Analysis for the 6 month period ended August 31, 2024
99.3	Certification of Interim Filings - CEO
99.4	Certification of Interim Filings - CFO

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		First Phosphate Corp.
		(Registrant)

Date October 21, 2024________________________________	By	/s/“Bennett Kurtz”
		(Signature)^*

		Bennett Kurtz, Chief Financial Officer
		* Print the name and title under the signature of the signing officer.

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Exhibit 99.1

FIRST PHOSPHATE CORP.

Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

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FIRST PHOSPHATE CORP.

INDEX	Page Number

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS	3
STATEMENT OF FINANCIAL POSITION	4
STATEMENT OF LOSS & COMPREHENSIVE LOSS	5
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)	6
STATEMENTS OF CASH FLOWS	7
NOTES TO THE FINANCIAL STATEMENTS	8-22

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FIRST PHOSPHATE CORP.

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed interim financial statements of First Phosphate Corp. (the “Company”) have been prepared by and are the responsibility of the Company’s management. These financial statements, along with the accompanying notes, have been approved by the Company’s audit committee

In accordance with Canadian Securities Administrators National Instruments 51-102, the Company discloses that these unaudited condensed interim financial statements have not been reviewed by the Company’s auditors.

Approved and authorized by the Board of Directors on October 21, 2024.

“BENNETT KURTZ”

Director

“JOHN PASSALACQUA”

Director

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FIRST PHOSPHATE CORP.

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

(Unaudited)

AS AT

Assets	August 31, 2024 $			February 29, 2024 $
Current Assets
Cash and cash equivalents (Note 5)		410,444			7,496,238
Restricted cash (Note 5)		40,000			25,000
Prepaid expenses (Note 6)		376,825			411,438
Tax credits recoverable (Note 9)		1,509,707			—
Amounts receivable		45,982			640,687
		2,382,958			8,573,363
Non-Current Assets
Investments (Note 7)		137,424			132,988
Prepaid financing expense (Note 8)		478,914			731,673
Exploration and evaluation assets (Note 9)		3,591,734			3,557,734
		4,208,072			4,422,395

Total Assets		6,591,030			12,995,758

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities		114,417			2,532,332
Flow-through share premium liability (Note 10)		238,466			1,151,052
Total Liabilities		352,883			3,683,384

Shareholders’ Equity
Capital stock (Note 11)		27,142,080			26,342,634
Contributed surplus (Note 11)		5,399,955			4,917,414
Deficit		(26,303,888	)		(21,947,674	)
Total Shareholders’ Equity		6,238,147			9,312,374

Total Liabilities and Shareholders’ Equity		6,591,030			12,995,758

Nature of operations (Note 1)

Going concern (Note 2)

Approved and authorized by the Board of Directors on October 21, 2024.

“BENNETT KURTZ”

Director

“JOHN PASSALACQUA”

Director

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

(Unaudited)

	For the three months ended						For the six months ended
	August 31, 2024 $			August 31, 2023 $			August 31, 2024 $			August 31, 2023 $
Expenses
Mining exploration and metallurgy expense (recovery) (Note 9)		(635,810	)		145,499			3,053,388			1,155,371
Share based compensation (Note 11 and 12)		422,069			146,847			1,187,987			430,232
Business development		77,427			101,784			270,534			589,370
Professional fees (Note 11)		199,290			365,908			302,551			620,381
General and administrative expenses		60,849			36,375			134,372			101,247
Regulatory and compliance expenses		55,290			17,162			112,500			93,483
Consulting fees		55,800			232,500			65,800			314,190
Management fees		—			162,000			—			306,000
Directors’ fees		10,000			43,200			10,000			86,400
Total expenses		(244,915	)		(1,251,275	)		(5,137,132	)		(3,696,674	)

Other Income/(expenses)
Interest income		49,388			8,701			116,655			12,097
Financing expense (Note 8 and 11)		(152,986	)		—			(252,759	)		—
Gain (loss) on amortization of flow-through share premium liability (Note 10)		174,779			—			912,586			103,446
Unrealized gain on investments (Note 7)		2,737			—			4,436			—
Net loss and comprehensive loss		(170,997	)		(1,242,574	)		(4,356,214	)		(3,581,131	)

Loss per common share – basic and diluted		(0.00	)		(0.02	)		(0.06	)		(0.07	)

Weighted average number of common shares outstanding – basic and diluted		75,040,352			51,713,207			74,683,406			50,534,849

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

CONDENSED INTERIM STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY

For the six months ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

	Common Shares
	Number of Shares		Amount $			Contributed Surplus $			Shares to be issued $			Deficit $			Total $
Balance, February 28, 2023		48,318,722		16,923,000			2,086,279			68,257			(13,655,206	)		5,422,330
Units issued in private placements		3,074,592		1,754,980			584,172			—			—			2,339,152
Flow-through share premium liability		—		(186,938	)		—			—			—			(186,938	)
Share issuance costs		—		(132,995	)					—			—			(132,995	)
Warrants issued for finders’ fees		—		(16,338	)		16,338			—			—			—
Shares issued for acquisition of exploration and evaluation assets		27,173		22,825						—			—			22,825
Shares issued on exercise of warrants		249,863		94,205			(7,816	)		(68,257	)		—			18,132
Shares issued for finders’ fees		42,857		21,857						—			—			21,857
Share based compensation		—		—			430,232			—			—			430,232
Shares issued for settlement of debt		179,104		60,000			—			—			—			60,000
Net loss for the period													(3,581,131	)		(3,581,131	)
Balance, August 31, 2023		51,892,311		18,540,596			3,109,205			—			(17,236,337	)		4,413,464

Balance, February 29, 2024		73,786,772		26,342,634			4,917,414			—			(21,947,674	)		9,312,374
Shares issued for business development		200,000		60,000			—			—			—			60,000
Share based compensation		—		—			1,187,987			—			—			1,187,987
Shares issued for acquisition of exploration and evaluation assets		200,000		34,000			—			—			—			34,000
Shares issued upon exercise of restricted share units		1,916,596		705,446			(705,446	)		—			—			—
Net loss for the period		—		—			—			—			(4,356,214	)		(4,356,214	)
Balance, August 31, 2024		76,103,368		27,142,080			5,399,955			—			(26,303,888	)		6,238,147

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

(Unaudited)

	For the six months ended
	August 31, 2024 $			August 31, 2023 $
Operating Activities
Net loss for the period		(4,356,214	)		(3,581,131	)
Non-cash expense:					—
Share based compensation		1,187,987			430,232
Financing fee		252,759			—
Shares issued for business development		60,000			—
Gain on amortization of flow-through share premium liability		(912,586	)		(103,446	)
Unrealized gain on investments		(4,436	)		—
Changes in non-cash working capital items:					—
Amounts receivable		(915,002	)		(72,003	)
Prepaid expenses		34,613			506,451
Accounts payable and accrued liabilities		(2,417,915	)		517,978
Restricted cash		(15,000	)		—
Net cash used in Operating Activities		(7,085,794	)		(2,301,919	)

Financing Activities
Issuance of shares and warrants		—			2,339,152
Share issue costs		—			(111,138	)
Issuance of shares via exercise of options and warrants		—			18,132
Net cash provided by Financing Activities		—			2,246,146
Net change in cash for the period		(7,085,794	)		(55,773	)
Cash and cash equivalents, beginning of the period		7,496,238			1,180,318
Cash and cash equivalents, end of the period		410,444			1,124,545

Supplemental cash flow information
Shares issued for mineral property finder;s fees		—			21,857
Recognition of flow-through liability		—			186,938
Purchase of exploration and evaluation assets by issue of shares		34,000			22,825
Shares issued for settlement of services		—			60,000
Warrants issued for broker fees		—			16,338
Shares issued upon exercise of restricted share units		705,446			—

The Company paid $nil in taxes and $9,893 in interest in the six months ended August 31, 2024 (2023 - $nil and $1,536).

The Company received $116,655 in interest income in the six months ended August 31, 2024 (2023 - $12,097).

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

Nature of Operations

First Phosphate Corp. (the “Company”) was incorporated in British Columbia on September 18, 2006. On June 29, 2022 the Company filed articles of amendment with the Province of British Columbia changing its name from First Potash Corp. to First Phosphate Corp. The address of the Company’s corporate office and registered and records office is 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7. The Company owns and is developing igneous rock phosphate mineral properties in the Saguenay Region of Quebec for the production of phosphoric acid for the production of cathode active material (“CAM”) for use in lithium iron phosphate (“LPF”) batteries for the electric vehicle industry.

The Company’s common shares are listed under the symbol “PHOS” on the Canadian Securities Exchange, “FRSPF” on the OTC Pink Market and “KD0” on the Frankfurt Stock Exchange.

Going Concern

These financial statements have been prepared under IFRS Accounting Standards as issued by the International Accounting Standards Board applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations for the foreseeable future. Accordingly, it does not give effect to any adjustments that may be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than the normal course of operations and at amounts which may differ from those shown in these financial statements. Such adjustments could be material. The ability of the Company to continue as a going concern is dependent on its ability to continue to obtain equity financing and ultimately achieve profitable operations. While the Company has been successful in arranging financing in the past, the success of such initiatives cannot be assured.

As of August 31, 2024, the Company had accumulated losses of $26,303,888 since its inception and had negative cash flows from operating activities of $7,085,794 for the six months then ended. Furthermore, the Company expects to incur further losses in the development of its business. These factors represent material uncertainties which cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to obtain additional equity financing and ultimately achieve profitable operations. While the Company has been successful in arranging financing in the past, the success of such initiatives cannot be assured.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

Basis of Presentation

(a) Statement of compliance

These condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting. They do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual financial statements as at and for the year ended February 29, 2024 (“Annual Financial Statements”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements as at and for the year ended February 29, 2024. These unaudited condensed interim financial statements follow the same accounting policies and methods of application as the annual financial statements.

These condensed interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments which are measured at fair value through profit or loss. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements were authorized for issue by the Board of Directors on October 21, 2024.

(b) Functional and presentation currency

These financial statements are presented in Canadian dollars, which is also the functional currency of the Company, unless otherwise stated.

Material Accounting Policy Information

In preparing the Company’s unaudited condensed interim financial statements for the six months ended August 31, 2024, the Company applied the accounting policies, critical judgments and estimates disclosed in Note 3 and 4 of its financial statements for the year ended February 29, 2024.

Accounting Pronouncements Adopted in the Period

Amendments to IAS 1: Classification of Liabilities as Current or Non-Current and Deferral of Effective Date.

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

These amendments:

- specify that the rights and conditions existing at the end of the reporting period are relevant in determining whether the Company has a right to defer settlement of a liability by at least twelve months;

- provide that management’s expectations are not a relevant consideration as to whether the Company will exercise its rights to defer settlement of a liability; and

- clarify when a liability is considered settled.

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one period to annual reporting periods beginning on or after January 1, 2024 and is to be applied retrospectively. Management has determined that the amendment does not have a material impact on its financial statements.

Recent Accounting Pronouncements

IFRS 18: Presentation and disclosure in the financial statements.

In April 2024, IASB issued IFRS 18 Presentation and Disclosure in Financial Statements replacing IAS 1 Presentation of Financial Statements as the primary source of requirements in IFRS accounting standards for financial statement presentation.

This standard introduces:

three defined categories for income and expenses (operating, investing and financing) and requiring companies to provide new defined subtotals, including operating profit;

enhanced transparency of management-defined performance measures requiring companies to disclose explanations of those company-specific measures related to the statement of earnings; and

enhanced guidance on how companies group information in the financial statements, including guidance on whether information is included in the financial statements or is included in the notes.

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted, and is to be applied retrospectively for comparative periods. The Company has not yet determined the impact of this standard on its financial statements.

5.	Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes cash held at the bank of $410,444 (February 29, 2024 - $896,238) and investments in guaranteed investment certificates (“GIC”) of $ 0 (February 29, 2024 - $6,600,000).

Restricted cash is comprised of $40,000 investment in a GIC (February 29, 2024 - $25,000). The GIC is a one-year cashable term with a maturity date of April 03, 2025, earning annual interest of 4.75% per annum. The GIC is held as collateral for credit cards issued to officers of the Company.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

6.	Prepaid Expenses

Prepaid expenses are comprised of the following:

	August 31, 2024 $		February 29, 2024 $
Excess payments made to credit cards		513		2,973
Expenses paid in advance:
Business development		167,417		219,794
Mining exploration and metallurgy		148,657		86,195
Professional fees		18,016		22,328
General administrative expenses		25,326		40,148
Regulatory and compliance expenses		16,896		—
Consulting fees		—		40,000
Total		376,825		411,438

7.	Investments

On January 10, 2023, the Company entered into an investment and licensing option agreement (the “IPL Agreement”) with Integrals Power Limited (“IPL”) under the terms of which the Company acquired 7,386 IPL shares for £50,000 ($83,060). Under the terms of the IPL Agreement, IPL granted an option to acquire a license to use IPL technology in a facility of a production capacity of up to 1,000 tonnes of lithium iron phosphate (“LFP”) cathode active materials (“CAM”) for a further payment of £950,000. IPL also granted the Company another option to acquire, for an additional upfront payment of £1,000,000, a license to use IPL technology in a facility of a production capacity beyond 1,000 tonnes. The Company is committed to a 1.5% royalty per kilogram of LFP CAM sold from a facility that uses IPL technology.

A continuity of investments is as follows:

			$
Balance, February 28, 2023			83,060
Gain on foreign currency translation			—
Balance, August 31, 2023			83,060

Balance, February 29, 2024			132,988
Gain on foreign currency translation			4,436
Balance, August 31, 2024			137,424

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

Prepaid Financing Expense

On December 29, 2023, the Company entered into a credit facility (the “Credit Facility”) with members of its management team and board of directors to establish a revolving credit facility of $2,100,000 until September 30, 2025. The Company issued 5,250,000 share purchase warrants as compensation for entering into the Credit Facility, of which 2,625,000 warrants vested immediately and the balance would vest upon utilization of the facility. The fair value of the vested warrants was estimated to be $798,188 (Note 13) and is being amortized over the term of the Credit Facility. The remaining warrants vest as advances are taken under the Credit Facility.

A continuity of the prepaid financing expense is as follows:

	$

Balance, February 28, 2023	—
Additions during the period	—
Amortization for the period	—
Balance, August 31, 2023	—

Balance, February 29, 2024	731,673
Additions during the period	—
Amortization for the period	(252,759	)
Balance, August 31, 2024	478,914

9.	Exploration and Evaluation Assets

The following details the changes in exploration and evaluation assets in the Saguenay Region of Quebec for the six months ended August 31, 2024:

	Lac`a l'Orignal (a) $		Begin- Lamarche area Flagship area (b) $		Bluesky area (c) $		Total $
Balance as of February 28, 2023		3,270,709		264,200		109,325		3,644,234
Acquisition costs		—		22,825		—		22,825
Balance as of August 31, 2023		3,270,709		287,025		109,325		3,667,059

Balance as of February 29, 2024		3,270,709		287,025		—		3,557,734
Acquisition costs		—		34,000		—		34,000
Balance as of August 31, 2024		3,270,709		321,025		—		3,591,734

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

The Company expenses non-acquisition exploration and evaluation expenditure to profit and loss. This is presented as mining exploration and metallurgy expense (recovery) in the statement of loss and comprehensive loss. The following table details such expenditure:

	Lac `a l'Orignal (a) $			Begin-Lamarche area Flagship area (b) $			Bluesky area (c) $		Total $

Survey, drilling & geophysics		568,638			140,055			10,495		719,188
Metallurgical testing		—			436,183			—		436,183
For the six months ended August 31, 2023		568,638			576,238			10,495		1,155,371

Consulting		—			14,285			—		14,285
Survey, drilling & geophysics		—			865,977			—		865,977
Metallurgical testing		—			3,682,833			—		3,682,833
Tax credits relating to resources		(158,703	)		(1,351,004	)		—		(1,509,707	)
For the six months ended August 31, 2024		(158,703	)		3,212,091			—		3,053,388

(a) Lac `a l'Orignal

The Lac `a l'Orignal properties consist of a series of staked claims and claims acquired under various option agreements. This property is in the exploration stage.

(b) Begin-Lamarche flagship area

The Begin–Lamarche flagship properties consist of a series of staked claims and claims acquired under various option agreements. This property is in the exploration stage.

On March 10, 2023, the Company added to its Begin-Lamarche area and acquired 13 mineral claims in this area for a total consideration of $22,825 through the issuance of 27,173 common shares. The fair value of the consideration has been determined based on the fair value of the common shares on the date of issuance.

On July 10, 2024, the Company acquired 15 mineral claims in this area for a total consideration of $34,000 through the issuance of 200,000 common shares. The fair value of the consideration has been determined based on the fair value of the common shares on the date of issuance.

(c) Bluesky Area

The Bluesky properties consist of a series of staked claims. These properties are in the early exploration stage. All of the claims are 100% owned by the Company, are free of net smelter royalties and are in good standing.

The Bluesky properties are fully impaired as management has decided not to renew its claims as it is directing its resources to the other mineral properties. Management believes that technical feasibility and commercial viability would come demonstrably quicker for one of the other properties (Lac à l’Orignal or Bégin-Lamarche) as opposed to the Bluesky properties.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

The Company is entitled to refundable tax credits and tax credits on qualified exploration expenditures incurred in Quebec. Of the $1,509,707, $312,913 relates to qualified expenditures incurred in Quebec in the year ended February 28, 2023, $232,347 relates to qualified expenditures incurred in Quebec in the year ended February 29, 2024 and $964,447 relates to qualified expenditures incurred in Quebec in the six months ended August 31, 2024.

On October 16, 2024, the Company received $311,948 of the outstanding 2023 Quebec tax credits receivable.

10.

Flow-Through (“FT”) Share Premium Liability

	For the six months ended August 31
	2024 $			2023 $
Balance, beginning of the period		1,151,052			—
Amortization for the period		(912,586	)		—
Balance, end of the period		238,466			—

As of August 31, 2024 $1,043,672 remains to be spent on qualifying expenditures (August 31, 2023 - $nil).

11.

Share Capital and Contributed Surplus

The authorized capital stock of the Company is an unlimited number of common shares and an unlimited number of preferred shares issuable in series.

The Company has no preferred shares outstanding.

Capital transactions are as follows:

During the six months ended August 31, 2024

(a)

On April 5, 2024, the Company issued 84,616 common shares upon the exercise of restricted share units (“RSUs”) for services received from a consultant. The fair value of the RSUs on the grant date was computed as $33,000 and was reclassified upon exercise from contributed surplus to capital stock.

(b)

On April 16, 2024, the Company issued 200,000 common shares pursuant to the signing of a collaboration agreement with respect to its proposed phosphate mine and LFP CAM plant project in the Saguenay-Lac-Saint-Jean region of Quebec, Canada, with a fair value of $60,000.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

(c)

On May 31, 2024, the Company issued 470,250 common shares upon the exercise of RSUs for services received from its officers and directors. The Company also issued 325,933 common shares due to the exercise of RSUs for services received from consultants. The fair value of the RSUs on the grant date was computed as $334,418 and was reclassified upon exercise from contributed surplus to capital stock.

(d)

On July 10, 2024, the Company acquired 15 additional mineral claims in the Begin-Lamarche area by the issue of 200,000 common shares with a fair value of $34,000.

(e)

On July 11, 2024, the Company issued 84,616 common shares upon the exercise of RSUs for services received from a consultant. The fair value of the RSUs on the grant date was computed as $33,000 and was reclassified upon exercise from contributed surplus to capital stock.

(f)

(g)

On August 31, 2024, the Company issued 470,250 common shares upon the exercise of RSUs for services received from its officers and directors. The Company also issued 452,933 common shares due to the exercise of RSUs for services received from consultants. The fair value of the RSUs on the grant date was computed as $331,308 and was reclassified upon exercise from contributed surplus to capital stock.

During the six months ended August 31, 2023

(h)

On March 1, 2023, the Company issued 184,480 common shares, on the exercise of warrants and $68,257 was reclassified from shares to be issued to capital stock. On March 9, 2023, the Company issued 53,760 common shares at $0.25 per share, on the exercise of brokers’ warrants, for total proceeds of $13,440. The fair value of warrants on the grant date was computed as $7,215 and was reclassified upon exercise from contributed surplus to capital stock.

(i)

On March 10, 2023, the Company issued 27,173 common shares with a fair value of $22,825 for the purchase of 13 mineral claims in the Begin-Lamarche area (see note 11(b)).

(j)

On April 24, 2023, the Company issued 1,205,217 units at $0.70 per unit for gross proceeds of $843,652. Each unit consisted of one share and one half of one common share purchase warrant. Each whole warrant is exercisable for one additional share at a price of $1.25 until April 24, 2026. The value of share capital of $614,660 was determined using the fair market value of the shares on the date of issuance and the residual proceeds of $228,992 were allocated to warrants. The Company paid $22,760 as brokers’ fees and issued 12,514 warrants as brokers’ warrants with an exercise price of $1.25 per share which expire on April 24, 2026. The fair value of the broker warrants was computed as $2,900 using the Black Scholes pricing model and recorded as share issuance costs.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

(k)

On April 24, 2023, the Company issued 1,869,375 FT units at $0.80 per unit for gross proceeds of $1,495,500. Each FT unit consists of one flow-through common share and one half of one common share purchase warrant. Each whole warrant is exercisable for one additional non-FT share at a price of $1.25 until April 24, 2026. The value of share capital of $1,140,320 (before deduction of $186,938 FT premium) was determined using the fair market value of the shares on the date of issuance and the residual proceeds of $355,180 were allocated to warrants. The Company paid $60,384 as brokers’ fees and issued 57,980 warrants as brokers’ warrants with an exercise price of $1.25 per share which expire on April 24, 2026. The fair value of the warrants was computed as $13,438 using Black Scholes pricing model and recorded to share issuance costs.

(l)

On April 30, 2023, the Company issued 42,857 shares as finder’s fees for the above private placements with a fair value of $21,857. Additionally, the Company incurred legal fees of $36,218 with respect to the above private placements.

(m)

On May 17, 2023, the Company issued 7,143 common shares at $0.50 per share for gross proceeds of $3,572, on the exercise of warrants. The fair value of warrants on the grant date was computed as $nil, accordingly no amount was reclassified upon exercise from contributed surplus to capital stock.

(n)

On May 30, 2023, the Company issued 4,480 common shares at $0.25 per share, on the exercise of brokers’ warrants, for total proceeds of $1,120. The fair value of warrants on the grant date was computed as $600 and was reclassified upon exercise from contributed surplus to capital stock.

(o)

On June 28, 2023, the Company settled an amount owed for services through the issuance of 179,104 common shares at $0.335 per share.

Omnibus Plan

On July 26, 2023, the Omnibus Equity Incentive Plan (the “Omnibus Plan”) was approved and adopted by the Board, which was implemented on August 25, 2023. The Omnibus Plan replaces the 2022 Plan and establishes an RSU and option plan providing 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. It is a long-term incentive plan that permits the grant of options and RSUs (together, the “Awards”). The purpose of the plan is to promote share ownership of eligible individuals to align the interests of such individuals with the interest of the Company’s shareholders.

Under the Omnibus Plan, eligible persons may be allocated a number of Awards as the board deems appropriate, with vesting provisions also to be determined by the board. Upon vesting, eligible participants shall be entitled to receive cash or 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 periods from the date of grant.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

Restricted Share Units

On April 30, 2024, a consultant to the Company was granted 140,000 RSUs. 14,000 RSUs vest on May 31, 2024 and the remaining RSUs vest in increments of 42,000 on August 31, 2024, November 30, 2024 and February 28, 2025.

On May 7, 2024, two consultants to the Company were granted an aggregate of 290,000 RSUs. The RSUs vest as follows: (i) 116,000 on August 31, 2024, (ii) 87,000 on November 30, 2024, and (iii) 87,000 on February 28, 2025.

On July 10, 2024, a consultant to the Company was granted an amount of 175,000 RSUs. The RSUs vest as follows: (i) 25,000 on August 31, 2024, (ii) 75,000 on November 30, 2024, and (iii) 75,000 on February 28, 2025.

The following details the changes in outstanding RSUs for the six months ended August 31, 2024:

	Number of RSUs

Outstanding, March 1, 2023	—
Granted during the period	—
Vested and exercised during the period	—
Outstanding, August 31, 2023		—

Outstanding, March 1, 2024		3,074,298
Granted during the period		605,000
Vested and exercised during the period		(1,916,598	)
Cancelled during the period		(246,500	)
Outstanding, August 31, 2024		1,516,200

The following is a summary of RSUs outstanding and exercisable as of August 31, 2024:

Expiry date	Number of RSUs outstanding		Number of RSUs exercisable
December 15, 2026		792,000		—
December 15, 2027		724,200		—
		1,516,200		—

For the six months ended August 31, 2024, the Company recorded $735,020 of share-based compensation related to the vesting of RSUs (2023 - $Nil).

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

Options

On April 16, 2024 an advisor to the Company was granted 250,000 options. The options vest as follows: i) 25% on September 30 2024; (ii) 25% on March 21 2025 ; (iii) 25% on September 30 2025; and (iiii) the remaining options vest on March 31 2026.

On July 10, 2024 a consultant to the Company was granted 150,000 options that vest every six months starting December 31, 2024.

The following details the changes in outstanding options for the six months ended August 31, 2024:

	Number of Options			Weighted Average Exercise Price $
Outstanding, February 28, 2023		6,225,000			0.3
Issued during the period		832,000			0.70
Cancelled during the period		(849,000	)		0.61
Outstanding, August 31, 2023		6,208,000			0.31

Outstanding, February 29, 2024		9,893,000			0.37
Issued during the period		400,000			0.40
Forfeited during the period		(450,000	)		0.40
Expired during the period		(25,000	)		0.70
Outstanding, August 31, 2024		9,818,000			0.37

The following is a summary of options outstanding and exercisable as of August 31, 2024:

Expiry date	Number of options outstanding		Number of options exercisable		Exercise price $		Life remaining
September 30, 2024*		183,000		183,000		0.70		0.08
February 22, 2026		3,075,000		3,075,000		0.25		1.48
February 22, 2026		2,850,000		2,850,000		0.35		1.48
September 1, 2026		750,000		437,500		0.70		2.00
December 29, 2026		410,000		77,500		0.40		2.33
April 16, 2027		250,000		0		0.40		2.63
July 31, 2027		150,000		0		0.40		2.92
December 29, 2028		2,150,000		675,000		0.40		4.33
		9,818,000		7,298,000

●

These options expired unexercised on September 30, 2024.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

For the six months ended August 31, 2024, the Company recorded $452,967 of share based compensation related to the vesting of options (2023 - $430,232). The fair value of options was determined based on the Black-Scholes pricing model, with the following inputs:

Weighted Averages	Issued on April 16, 2024			Issued on July 10, 2024
Share price	$	0.30		$	0.17
Dividend yield		Nil			Nil
Exercise price	$	0.40		$	0.40
Risk-free interest rate		4.09	%		3.75	%
Expected volatility		100	%		100	%
Expected expiration		3.00			3.06

Warrants

The following details the changes in outstanding warrants for the six months ended August 31, 2024:

	Number of warrants			Weighted Average Exercise Price $
Outstanding, February 28, 2023		6,547,477			0.49
Issued during the period		1,607,789			1.20
Exercised during the period		(65,383	)		0.28
Outstanding, August 31, 2023		8,089,883			0.65

Outstanding, February 29, 2024		16,962,927			0.54
Issued during the period		—			—
Cancelled during the period		(80,640	)		0.25
Outstanding, August 31, 2024		16,882,287			0.54

The following is a summary of warrants outstanding and exercisable as of August 31, 2024:

Expiry date	Number of warrants outstanding		Number of warrants exercisable		Exercise price $		Weighted average life remaining
December 31, 2025		10,024,498		10,024,498		0.50		1.33
April 24, 2026		1,607,789		1,607,789		1.25		1.67
December 30, 2028		5,250,000		2,625,000		0.40		4.33
		16,882,287		14,337,927

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

12.	Related Party Transactions

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

Key management personnel compensation is comprised of:

	For the three months ended				For the six months ended
	August 31, 2024 $		August 31, 2023 $		August 31, 2024 $		August 31, 2023 $
Share based compensation		223,732		91,515		737,610		285,987
Management fees		—		162,000		—		306,000
Professional fees		—		60,000		—		125,000
Directors’ fees		10,000		43,200		10,000		86,400
Financing fees		152,986		—		252,759		—
Consulting fees		—		—		—		30,000
		386,718		356,715		1,000,369		833,387

The financing fees relate to the amortization of the value of warrants granted by the Company to officers and directors pursuant to the Credit Facility (see also Note 8).

There are no amounts owed to related parties as of August 31, 2024.

13.	Financial Instruments

Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments as follows: cash and cash equivalents, and investments at FVTPL and restricted cash and accounts payable at amortized cost. The carrying values of these instruments approximate their fair values due to their short term to maturity.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

The following table sets forth the Company’s financial assets measured at fair value by levels within the fair value hierarchy:

					As of August 31, 2024

	Level 1 $		Level 2 $			Level 3 $		Total $
Cash and cash equivalents		450,444		—			—		450,444
Long-term investments							137,424		137,424

The investments in Level 3 include the investment in privately held companies that are not quoted on an exchange. Management believes that the price of the shares in the investee’s most recent private placement approximates the fair value.

The Company is exposed in varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to a significant credit risk as its maximum exposure relates to cash and restricted cash totaling $450,444. The Company mitigates the credit risk of cash by depositing with only reputable financial institutions. The Company also assesses the credit quality of counterparties, taking into account their financial position, past experience and other factors.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company as of August 31, 2024, has $410,444 in cash and cash equivalents and $40,000 in restricted cash and $114,417 in financial liabilities, which represents the Company's maximum exposure to liquidity risk.

The Company has no financial liabilities with a contractual maturity greater than one period. As of August 31, 2024, the Company has sufficient working capital to satisfy its financial liabilities.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

(a)	Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a change in the interest rate is low, as the Company has no investments or liabilities with variable interest rates.

(b)	Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of the Company’s financial instruments will fluctuate as a result of changes in foreign exchange rates. As of August 31, 2024, a portion of the Company’s financial assets, comprising long-term investments, are held in Great British Pound (“GBP”). 1% change in the exchange rate would result in a change of net loss or gain by $1,370. The impact of fluctuations in foreign exchange rates is not significant and, accordingly, a sensitivity analysis has not been provided.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

August 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

(c)	Price risk

Price risk is related to equity and commodity price risks. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. As the Company holds no significant equity or commodity related investments or assets, the Company has minimal exposure to price risk.

14.

Capital Risk Management

The Company considers its capital to be comprised of shareholders’ equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. Although the Company has been successful at raising funds in the past through the issuance of capital stock, it is uncertain whether it will continue this method of financing due to the current difficult market conditions.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

Management reviews the capital structure on a regular basis to ensure that the above objectives are met. There have been no changes to the Company’s approach to capital management during the periods ended August 31, 2024. The Company is not subject to externally imposed capital requirements.

15.

Segmented Information

The Company has one operating segment involved in the exploration of mineral properties. All of the Company's operations and long-lived assets for the six months ended August 31, 2024 were in Canada.

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Exhibit 99.2

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

FIRST PHOSPHATE CORP.

FOR THE SIX MONTHS ENDED AUGUST 31, 2024 AND 2023

This management’s discussion and analysis (“MD&A”) covers the financial statements of First Phosphate Corp. (the “Company”) For the period ended August 31, 2024 and for the comparable period ended August 31, 2023. This MD&A should be read in conjunction with the condensed interim financial statements and notes thereto for the period ended August 31, 2024 and August 31, 2023 (the “Interim Financial Statements”). The information contained in this report is current to October 21, 2024 and has been approved by the Company’s board of directors (the “Board”).

This discussion should be read in conjunction with the Company’s audited annual financial statements for the period ended February 29, 2024 and February 28, 2023, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s financial statements and the financial information contained in the MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee.

The Company’s certifying officers are responsible for ensuring that the condensed interim financial statements and MD&A do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company’s officers certify that the condensed interim financial statements and MD&A fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as the date hereof.

The Board approves the condensed interim financial statements and MD&A and ensures that the Company’s officers have discharged their financial responsibilities. The Board’s review is accomplished principally through the Audit Committee, which reviews and approves all financial reports prior to filing.

Additional information related to the Company is available on SEDAR+.

FORWARD LOOKING STATEMENTS

Information set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers, directors, or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the “Risk Factors” section of this MD&A or other reports and filings with applicable Canadian and United States securities regulations.

Forward-looking information and statements included throughout this MD&A are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect, including, but not limited to, assumptions about:

●

market prices, exploitation and exploration results, continued availability of capital and financing, general economic, and market or business conditions;

●

the Company maintaining the Company’s projects and assets;

●

the Company’s continuing to fund its operations primarily through the issuance of securities until it develops a positive cash flow from its operations;

●

that material changes in the Company’s liquidity will be substantially determined by the success or failure of its exploration programs on the Company’s projects and/or proposed secondary processing operations, as well as its continued ability to raise capital;

●

that the Company has sufficient funds to meet its administrative overhead expenses for the next twelve months; and

●

that management will raise capital in the future.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements. The Company does not intend, and does not assume any obligation, to update or revise these forward-looking statements, except as required pursuant to applicable securities laws.

DESCRIPTION OF BUSINESS AND OVERVIEW

The Company was incorporated in British Columbia on September 18, 2006. On June 29, 2022 the Company filed articles of amendment with the Province of British Columbia changing its name from First Potash Corp. to First Phosphate Corp. The address of the Company’s corporate office and registered and records office is 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7.

Since May 2022 the Company has been in the business of acquiring, exploring and developing igneous anorthosite rock mineral properties in the Saguenay-Lac-St-Jean Region of Quebec for the purposes of developing and producing apatite (phosphate) concentrate, ilmenite (titanium) concentrate and magnetite (iron) concentrate. The Company now holds over 1,500 sq. km of royalty-free district-scale land claims.

The Company’s mining properties are located in Quebec, a North American electrification industry hub. The properties are strategically located in proximity to the Chicoutimi – Jonquiere population centre, Quebec’s 5th largest population centre, with a skilled industrial workforce. The Saguenay-Bagotville Airport is within approximately 77 kms from the Bégin-Lamarche Property, with daily flights to Montreal. The Company has road access to the deep sea Port of Saguenay for international shipment of its concentrates as well as the ability to build industrial facilities at the Port of Saguenay. Clean Quebec Hydro is present in the vicinity of many of the Company’s mining claims as well as at the Port of Saguenay. The Company’s flagship property of Bégin-Lamarche as well as Lac à l’Orignal are located on four season, heavy haul gavel roads connected to a paved provincial highway and to the Port of Saguenay. The Company has a formal memorandum of understanding (MOU) in place with the Port of Saguenay.

The Company is a mineral development company fully dedicated to extracting and purifying phosphate for the eventual downstream production of cathode active material (“CAM”) for the Lithium Iron Phosphate (“LFP”) battery industry. Through prudent downstream partnerships, the Company plans to vertically integrate from mine source to eventual production of purified phosphoric acid and LFP CAM for use in the manufacture of LFP batteries for various industries such as energy storage, electric vehicles (“EV”) and other industries.

Industry Developments

The global LFP battery market size was USD 15.28 billion in 2023 and is projected to grow from USD 19.07 billion in 2024 to USD 124.42 billion by 2032 at a compound annual growth rate (“CAGR”) of 25.6%. Fortune Business Insights™ has mentioned these insights in its research report, titled, “Global Lithium Iron Phosphate Battery Market, 2024-2032.”

According to the study, demand for LFP batteries across passenger cars and electric vehicles will boost industry growth. LFP battery packs have gained traction by offering high voltage, power density, long life cycle, less heating, and increased safety conventional EV batteries. Soaring demand for EVs is projected to boost the demand for LFP battery components. On November 16, 2022, President Biden signed the Inflation Reduction Act (IRA) into law, marking a significant action the US Congress has taken on clean energy and climate change which affects the demand for clean energy storage solutions.

Changes in Mineral Properties and Claims

Lac à l’Orignal Area: The Company’s exploration property is the Lac à l’Orignal Property, which is based on a technical report dated November 17, 2022 and entitled “Technical Report and Initial Mineral Resource Estimate of the Lac à l’Orignal Phosphate Property, Saguenay-Lac-Saint-Jean Region, Northern Quebec” (the “Technical Report”) as prepared by Antoine Yassa, P. Geo, registered geologist of 3602 Rang des Cavaliers, Rouyn- Noranda, J0Z 1Y2. Preliminary Metallurgical Testwork on the property was performed by the Quebec division of SGS Canada Inc. (“SGS”) and published on March 20, 2023. As well, a Mineralogical Study by Queen’s University was published on March 14, 2023. The Company announced a completed Preliminary Economic Assessment (“PEA”) on this property on July 26, 2023.

On September 11, 2023, the Company filed on SEDAR+, its PEA on the Lac à l'Orignal Property, Quebec, Canada. The PEA provides a viable case for developing the property by open pit mining for the primary production of a phosphate concentrate and secondary recovery of magnetite and ilmenite concentrates.

The PEA by P&E Mining Consultants Inc. meets the requirements as defined in Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects. This PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be classified as Mineral Reserves. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

The Company has recently completed a NI 43-101 compliant report for the Bégin-Lamarche property and is awaiting its Preliminary Economic Assessment (“PEA”) report for the Bégin-Lamarche property in the coming months. The Company will update as to the Phase 2 program (feasibility study) in the coming quarters, and at which property it will be started, after it is comfortable to have finalized its PEA at Bégin-Lamarche and fully understood the potential of this property vis-à-vis Lac à l’Orignal.

The Company will, at that point, decide how to conduct environmental baseline studies and commence deeper stakeholder engagement and consultations (Quebec BAPE will be considered). The baseline studies should focus on aquatic, terrestrial and hydrological monitoring and documentation. A formal community, government, and stakeholder consultation plan should be developed and implemented, and all activities documented. This phase would also include pre-feasibility studies (whether internal or formalized) as well as advanced metallurgical studies, definition drilling activities all in view to moving to a formal feasibility study.

There was no expenditure incurred on the Lac à l’Orignal property during the period.

Begin-Lamarche Area: The Company’s material exploration property is found at Bégin- Lamarche which is 75 km driving distance from the deep sea Port of Saguenay. On June 5, 2023, the Company announced the results of its 4,274 m drill program on the property which yielded the discovery of two main zones with multiple open pit accessible phosphate-bearing layers.

On April 29, 2024, the Company completed a 25,929 m drill program at the property. A total of 99 drill holes drilled at 100-m spacing covered the entire length of the favorable phosphate horizon. Four phosphate bearing zones were discovered over a strike length of 2.5 km. The Phosphate Mountain Zone has been drilled for a total length of 250 m. This zone is beginning to merge (from the southwest) with the Northern Zone where a 500 m thick phosphate mineralized envelope exists, one which has delineated up to 5 individual layers ranging from 60 m to 100 m in thickness starting at surface and continuing down to a depth of 300 m. The overall strike length of the Phosphate Mountain Zone and the Northern Zone is approximately 600 m. The Southern Zone has been drilled at 100 m spaced sections over a strike length of 1,700 m. Results to date from the Southern Zone show continuous widths in excess of 100 m of phosphate mineralization. The Northwestern Zone has an average width of 40 m and a length of 700 m. All analyses have been received and a NI 43-101 resource estimate is now being prepared.

The Company recently completed a NI 43-101 compliant report for the Bégin-Lamarche property which was announced on September 18, 2024.

Expenditures for the period on the Bégin-Lamarche property have amounted to $4,563,095 which include the drilling program, the NI 43-101 and the beginning of the PEA report.which is currently expected to be finalized in the coming months.

Bluesky Property: The Bluesky Property consists of a series of staked claims areas within 250 km or less from the Port of Saguenay, Quebec. Ongoing surface sampling, prospecting and other forms of reconnaissance may occur on these properties in future quarters. These properties are to be considered as very early exploration.

There was no expenditure incurred on the Bluesky property during the period.

The Bluesky Property is fully impaired as management decides which of these claims to pursue work on in order to maintain them. At the moment, prior existing work will be used to maintain whatever claims qualify as management directs its resources to the other mineral properties that are at more advanced stage (Lac à l’Orignal / Bégin-Lamarche). Management believes that technical feasibility and commercial viability would come demonstrably quicker for one of the other properties (Lac à l’Orignal or Bégin- Lamarche) as opposed to the Bluesky Property.

All mineral areas have not generated revenue thus far. The Company is in the exploration phase at Lac à l’Orignal, in the advanced drilling phase at Bégin-Lamarche and at the early exploration phase in the Bluesky area. The Company continues to determine the commercial feasibility of Lac à l’Orignal and Bégin-Lamarche.

There is no guarantee that First Phosphate will be successful in obtaining any or all of the requisite consents, permits or approvals, regulatory or otherwise, for the projects referenced above to be placed into production.

Secondary Processing Facilities

On September 9, 2024, the company announced that it had signed a lease for a 10,000 tonne per annum iron phosphate cathode active material pre-cursor (“pCAM”) plant (“First Saguenay”) in Saguenay (La Baie), Quebec, Canada.for a 10,000 tonne per annum iron phosphate cathode active material pre-cursor (“pCAM”) plant (“First Saguenay”) in Saguenay (La Baie), Quebec, Canada.

First Saguenay is to serve as a key and complimentary part of the Company’s planned downstream processing facilities and full vertical integration plans from phosphate mine to creation of LFP CAM. First Saguenay is intended to work synergistically in the transformation and value-added processing of the feedstock from the Company’s proposed mining operations which are located approximately 80 km and 120 km from the Company’s two major phosphate properties in the region.

The Company has begun the first phase of its project feasibility study with Ultion Technologies (“Ultion”), a US-based company that is a pioneer in the LFP battery industry. The study is to determine the infrastructure required to support the permit applications as well as the lease facility retrofitting requirements.

The investment needed for the commencement of operations at First Saguenay is estimated at approximately USD $65 M (CAD $90 M). The lease is conditional upon First Phosphate arranging the financing necessary to carry-out the proposed activities prior to April 30, 2025. First Phosphate is considering various options for financing and structuring First Saguenay including non-dilutive options.

The commencement of operations at First Saguenay entails meeting a number of project requirements. The Company is working diligently through the process to satisfy all such requirements including the non-dilutive capital options.

Changes in Share Capital

On July 10, 2024, the Company acquired 15 additional mineral claims in the Begin-Lamarche area by the issue of 200,000 common shares with a fair value of $34,000.

On July 31, 2024, the Company issued 28,000 common shares upon the exercise of RSUs for services received from a consultant. The fair value of the RSUs on the grant date was computed as $6,720 and was reclassified upon exercise from contributed surplus to capital stock.

On August 31, 2024, the Company issued 470,250 common shares upon the exercise of RSUs for services received from its officers and directors. The Company also issued 452,933 common shares due to the exercise of RSUs for services received from consultants. The fair value of the RSUs on the grant date was computed as $331,308 and was reclassified upon exercise from contributed surplus to capital stock.

Other Events

March 4, 2024: The Company announced that it had received a mining research and innovation grant from the Quebec Ministry of Natural Resources and Forestry (“MRNF”). The grant provides financial support to the Company in the way of $315,236 to continue mineralogical study on its apatite, ilmenite and magnetite concentrates. The project also includes the processing of the Company’s mine tailings for re-use in the cement construction industry.

March 13, 2024: The Company signed a memorandum of understanding (“MOU”) with Groupe Goyette (“GG”) of Saint-Hyacinthe, Quebec for the accommodation of the Company’s logistical footprint at the Hébertville-Station intermodal facility in the Saguenay-Lac-St-Jean. The Company also announced that it appointed Armand MacKenzie as Vice President, Government Relations.

March 19, April 2, April 23, and May 14, 2024: On March 19, April 2, April 23, and May 14, 2024, the Company announced the first four sets of assay results from its 25,000m drill program at its Bégin-Lamarche Property. The Company’s 25,929 m drill program was completed ahead of schedule on April 29, 2024. A total of 99 drill holes drilled at 100-m spacing covered the entire length of the favorable phosphate horizon. Four phosphate bearing zones were discovered over a strike length of 2.5 km. The Phosphate Mountain Zone has been drilled for a total length of 250 m. This zone is beginning to merge (from the southwest) with the Northern zone where a 500 m thick phosphate mineralized envelope exists, one which has delineated up to 5 individual layers ranging from 60 m to 100 m in thickness starting at surface and continuing down to a depth of 300 m. The overall strike length of the Phosphate Mountain Zone and the Northern Zone is approximately 600 m. The Southern Zone has been drilled at 100 m spaced sections over a strike length of 1,700 m. Results to date from the Southern Zone show continuous widths in excess of 100 m of phosphate mineralization. The Northwestern zone has an average width of 40 m and a length of 700 m. All analyses have been received and a 43-101 resource estimate is now being prepared.

March 26, 2024: The Company announced two peer-reviewed publications in scientific journals and one research report have been published on its properties at Lac à l’Orignal and Bégin-Lamarche.

April 9, 2024: The Company and Pekuakamiulnuatsh Takuhikan signed a collaboration agreement with respect to its proposed phosphate mine and Lithium Iron Phosphate (LFP) cathode active material plant project in the Saguenay-Lac-Saint-Jean Region of Quebec, Canada. On April 16, 2024, the Company issued 200,000 common shares in accordance with the terms of the collaboration agreement.

April 16, 2024 : The Company announced the appointment of Gary Stanley to the advisory board of the Company. Gary Stanley has more than 40 years experience with the U.S. Department of Commerce (“DOC”) in Washington, DC. Mr Stanley has served under every U.S. President from Ronald Reagan to Joe Biden. During his tenure, Mr. Stanley worked with both public and private sector stakeholders to strengthen American supply chains and to enhance U.S. global competitiveness in critical minerals, metals, chemicals, and other materials industries. The Company granted Mr. Stanley 250,000 options exercisable at $0.40 per common share. The options vest as follows: (i) 25% on September 30, 2024, (ii) 25% on March 31, 2025, (iii) 25% on September 30, 2025, and (iv) 25% on March 31, 2026. These options expire three years from the grant date.

April 30, 2024: A consultant of the Company was granted 140,000 RSUs. 14,000 RSUs vest on May 31, 2024 and the remaining RSUs vest in increments of 42,000 on August 31, 2024, November 30, 2024 and February 28, 2025.

May 7, 2024: Two consultants of the Company were granted an aggregate of 290,000 RSUs. The RSUs vest as follows: (i) 116,000 on August 31, 2024, (ii) 87,000 on November 30, 2024, and (iii) 87,000 on February 28, 2025.

May 8, 2024: The Company entered into a partially binding letter of intent (“LOI”) with Rapid Building Systems Pty Ltd (“RBS”) of Adelaide, Australia for the development of a Rapidwall Manufacturing Plant in the Saguenay-Lac-St-Jean Region of Quebec, Canada. Upon acceptance of terms for the supply of a Rapidwall Manufacturing Plant by RBS, First Phosphate will be granted a license for the exclusive sales and marketing rights for Canada to RBS’s Rapidwall and Rapidseal products. The Rapidwall Manufacturing System would allow First Phosphate to upcycle the clean phosphogypsum produced from its proposed purified phosphoric acid (“PPA”) plant into building material panels which could be used to support housing for rural and indigenous communities in North America.

June 10, 2024: the Ontario Securities Commission issued a receipt for a shelf prospectus dated June 6, 2024. The prospectus was filed in each of the provinces and territories of Canada and the receipt is deemed to be issued by the regulator in each of those jurisdictions if the conditions of Multilateral Instrument 11-202 Passport System have been satisfied. Under the shelf prospectus, the Company may issue and sell up to, in the aggregate, $20,000,000 of common shares, warrants, subscription receipts, units, debt securities, or any combination thereof, from time to time over a 25-month period that the Shelf Prospectus remains effective. The specific terms of any future offering of securities (if any) will be set forth in a prospectus supplement, which will be filed with the applicable Canadian securities regulatory authorities in connection with any such offering.

June 11, 2024: The Company filed and received a receipt for its final short form base shelf prospectus (the “Shelf Prospectus”). The Shelf Prospectus was filed, in both official languages (English and French), under legislation in each of the provinces and territories of Canada.

July 10, 2024: A consultant to the Company was granted an aggregate of 175,000 RSUs.
The RSUs vest as follows: (i) 25,000 on August 31, 2024, (ii) 75,000 on November 30, 2024, and (iii) 75,000 on February 28, 2025. A consultant to the Company was granted 150,000 options that vest every six months starting December 31, 2024.

Subsequent Events

September 1, 2024:

The Company announced the resignation of director Marc Branson effective September 1, 2024. Mr. Branson left First Phosphate's Board of Directors to focus on his own business commitments.

The Company announced the appointment of Peter J.F. Nicholson to the board of directors effective September 1, 2024 to fill the vacancy created by the resignation of ex-director Marc Branson effective on the same day.

A director to the Company was granted an amount of 150,000 RSUs. The RSUs vest as follows: (i) 75,000 on November 30, 2024, and (ii) 75,000 on February 28, 2025.

September 9, 2024:

The company announced that it has secured a facility lease for a 10,000 tonne per annum iron phosphate cathode active material pre-cursor ("pCAM") plant ("First Saguenay") in Saguenay (La Baie), Quebec, Canada.

September 18, 2024:

The Company announced the results of its initial Mineral Resource Estimate ("MRE") for its Bégin-Lamarche project, located 50 km north of the City of Saguenay, Quebec, Canada. The MRE, with an effective date of September 9, 2024, was carried out by M. Antoine Yassa, P.Geo., of P&E Mining Consultants Inc., who is an Independent Qualified Person within the meaning of Canadian Securities Administrators' National Instrument 43-101: Standards of Disclosure for Mineral Projects ("NI 43-101").

September 30, 2024:

Consultants to the Company were granted an aggregate of 358,000 RSUs. The RSUs vest as follows: (i) 179,000 on November 30, 2024; and (ii) 179,000 on February 28, 2025.

October 2, 2024:

The Company settled $25,000 of debt for accrued amounts owing to an arm’s length service provider through the issuance of 83,334 common shares at the deemed price of $0.30 per common share.

RESULTS OF OPERATIONS

For the three months ended August 31, 2024

The following analysis of the Company’s operating results for the three months ended August 31, 2024 includes a comparison against the three months ended August 31, 2023

Revenue:

The Company no active business operations that generate revenue.

Expenses:

Mining exploration and metallurgy expense (recovery) for the three months ended August 31, 2024 were $(635,810) compared to $145,499 for the three months ended August 31, 2023. These expenses were related to its latest drill program at the Bégin-Lamarche property. During the period, Company recognized tax credits related to resources for $1,509,707 due from Government of Quebec for the qualified exploration expenditures incurred in Quebec.

Professional fees for the three months ended August 31, 2024 were $199,290 compared to $365,908 for the three months ended August 31, 2023. The professional fees comprise of the following:

	For the three months ended August 31, 2024 $	For the three months ended August 31, 2023 $
Legal fees	62,477	180,063
Accounting fees	113,530	122,735
Audit fee	23,283	63,110
	199,290	365,908

The decrease in legal and accounting fees is due to the decrease in the level of activities that requires engaging the services of the respective professionals.

Business development for the three months ended August 31, 2024 were $77,427 compared to $101,784 for the three months ended August 31, 2023. The decrease in expense is due to the decrease in the level of activities during the period.

Consulting Fees for the three months ended August 31, 2024 were $55,800 compared to $232,500 for the three months ended August 31, 2023. The decrease in expense is due to the decrease in the level of market research activities during the period. Consulting fees were incurred relating mostly to market research initiatives.

Management fees for the three months ended August 31, 2024 were $nil compared to $162,000 for the three months ended August 31, 2023. Management fees relate to the executive management and staffing for the Company. Starting September 1, 2023, management fees are paid via the issuance of RSUs and are presented as share based compensation.

Directors' Fees for the three months ended August 31, 2024 were $10,000 compared to $43,200 for the three months ended August 31, 2023. Fees have been incurred for non-executive directors. Starting September 1, 2023, director fees are paid via the issuance of RSUs and are presented as share based compensation.
Effective March 1, 2024, the Board of Directors determined to increase Marc Branson’s remuneration for acting as a Director for fiscal year 2025 by $10,000.

General administrative expenses for the three months ended August 31, 2024 were $60,849 compared to $36,375 for the three months ended August 31, 2023. The decrease reflects the Company’s streamlining of operations.

Regulatory filing fees for the three months ended August 31, 2024 were $55,290 compared to $17,162 for the three months ended August 31, 2023. The increase in cost is mostly due to CSA fees/dues.

Share based compensation for the three months ended August 31, 2024 were $422,069 compared to $146,847 for the three months ended August 31, 2023. Share based compensation was recorded for the issuance of stock options and RSUs to management, directors and consultants of the Company.

Gain on amortization of flow through liability for the three months ended August 31, 2024 were $174,779 compared to $nil for the three months ended August 31, 2023. The increase is reflective of the increase in the expenditures incurred on eligible exploration and evaluation activities during the period. Amortization of the flow through liability is based on the proportion of the flow through funds spent on eligible exploration and evaluation expenses.

Interest income for the three months ended August 31, 2024 were $49,388 compared to $8,701 for the three months ended August 31, 2023. This interest relates to bank deposits and Interest on GST refund.

Loss for the period

The net loss for the three months ended August 31, 2024 was $170,997 as compared to $1,242,574 for the three months ended August 31, 2023. This represents a decrease in net loss of $1,071,577 and is due to the items discussed above. The smaller loss in the three months ended August 31, 2024 is primarily due to the recognition of Tax credits relating to Resources during the period.

For the six months ended August 31, 2024

The following analysis of the Company’s operating results for the six months ended August 31, 2024 includes a comparison against the six months ended August 31, 2023.

Revenue:

The Company has no active business operations that generate revenue.

Expenses:

Mining exploration and metallurgy expense (recovery) for the six months ended August 31, 2024 were $4,563,095 compared to $1,155,371 for the six months ended August 31, 2023. These expenses were related to its latest drill program at the Bégin-Lamarche property. During the period, Company recognized tax credits related to resources for $1,509,707 due from Government of Quebec for the qualified exploration expenditures incurred in Quebec.

Professional fees for the six months ended August 31, 2024 were $302,551 compared to $620,381 for the six months ended August 31, 2023. The professional fees comprise of the following:

	For the six months ended August 31, 2024 $	For the six months ended August 31, 2023 $
Legal fees	79,776	285,493
Accounting fees	199,492	261,778
Audit fee	23,283	73,110
	302,551	620,381

The decrease in legal and accounting fees is due to the decrease in the level of activities that requires engaging the services of the respective professionals.

Business development for the six months ended August 31, 2024 were $270,534 compared to $589,370 for the six months ended August 31, 2023. The decrease in expense is due to the decrease in the level of activities during the period.

Consulting Fees for the six months ended August 31, 2024 were $65,800 compared to $314,190 for the six months ended August 31, 2023. The decrease in expense is due to the decrease in the level of market research activities during the period. Consulting fees were incurred relating mostly to market research initiatives.

Management fees for the six months ended August 31, 2024 were $nil compared to $306,000 for the six months ended August 31, 2023. Management fees relate to the executive management and staffing for the Company. Starting September 1, 2023, management fees are paid via the issuance of RSUs and are presented as share based compensation.

Directors' Fees for the six months ended August 31, 2024 were $10,000 compared to $86,400 for the six months ended August 31, 2023. Fees have been incurred for non-executive directors. Starting September 1, 2023, director fees are paid via the issuance of RSUs and are presented as share based compensation. Effective March 1, 2024, the Board of Directors determined to increase Marc Branson’s remuneration for acting as a Director for fiscal year 2025 by $10,000.

General administrative expenses for the six months ended August 31, 2024 were $134,372 compared to $101,247 for the six months ended August 31, 2023. The decrease reflects the Company’s streamlining of operations.

Regulatory filing fees for the six months ended August 31, 2024 were $112,500 compared to $93,483 for the six months ended August 31, 2023.

Share based compensation for the six months ended August 31, 2024 were $1,187,987 compared to $430,232 for the six months ended August 31, 2023. Share based compensation was recorded for the issuance of stock options and RSUs to management, directors and consultants of the Company.

Gain on amortization of flow through liability for the six months ended August 31, 2024 were $912,586 compared to $103,446 for the six months ended August 31, 2023. The increase is reflective of the increase in the expenditures incurred on eligible exploration and evaluation activities during the period. Amortization of the flow through liability is based on the proportion of the flow through funds spent on eligible exploration and evaluation expenses.

Interest income for the six months ended August 31, 2024 were $116,655 compared to $12,097 for the six months ended August 31, 2023. This interest relates to bank deposits and interest on GST refund.

Loss for the period

The net loss for the six months ended August 31, 2024 was $4,356,214 as compared to $3,581,131 for the six months ended August 31, 2023. This represents an increase in net loss of $775,083 and is due to the items discussed above. The larger loss in the six months ended August 31, 2024 is primarily due to the increase in mineralogical, metallurgical and exploration related expenditures incurred during the period.

SUMMARY OF QUARTERLY RESULTS

The following quarterly financial data is derived from the financial statements of the Company as at and for the three-month periods ended on the dates indicated below. The information should be read in conjunction with the Company’s condensed interim financial statements and the accompanying notes thereto.

	Aug 31/24 $			May 31/24 $			Feb 29/24 $			Nov 30/23 $
Total assets		6,591,030			6,895,055			12,995,758			5,161,891
Working capital		2,030,075			1,628,755			4,889,979			740,477
Shareholders' equity		6,238,147			5,953,075			9,312,374			4,490,596
Net loss		(170,997	)		(4,185,217	)		(3,764,747	)		(946,590	)
Loss per share		(0.00	)		(0.06	)		(0.07	)		(0.02	)

	Aug 31/23			May 31/23			Feb 28/23			Nov 30/22
	$			$			$			$
Total assets		5,465,682			6,125,429			5,933,078			4,372,481
Working capital		663,345			1,699,072			1,695,036			71,610
Shareholders' equity		4,413,464			5,449,191			5,422,330			2,865,844
Net loss		(1,242,574	)		(2,338,557	)		(2,138,999	)		(1,115,884	)
Loss per share		(0.02	)		(0.05	)		(0.05	)		(0.03	)

LIQUIDITY AND CAPITAL RESOURCES

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company currently does not generate revenue. It has incurred losses and negative cash flows from operations since inception. To maintain or adjust the capital structure, the Company may attempt to issue new shares. The Company intends to raise capital by future financings. There is no guarantee that additional financing will be available or that it will be available on terms acceptable to management of the Company. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing. If the Company is not successful in raising sufficient capital, the Company may have to curtail or otherwise limit its operations. See “Risk Factors” of this MD&A.

As of August 31, 2024, the Company had cash of $410,444, restricted cash of $40,000 and $114,417 in financial liabilities. The company also had $591,718 of near term 2024 government receivables and $964,447 in medium term 2025 government receivables. The Company also has a combined HST & QST receivable balance of $46,458 as of August 31, 2024. Lastly, the company also has a $2.1 million line of credit available to it from three of its principal directors which has not been drawn on to date.

Use of Proceeds Assuming No Additional Financing

As of the date of this MD&A, the Company intends to use its financial resources for the advancement of the objectives and milestones outlined below over the next 12 months.

Category	Expense
Exploration & Metallurgical Activities⁽¹⁾	$110,000
PEA & Other Studies⁽²⁾	$315,000
Audit and Accounting	$147,000
Public Company Costs	$110,000
Public Relations and Business Development	$48,000
Marketing, Conferences and Travel	$66,000
Legal	$48,000
General and Administration	$143,500
Total	$987,500

At a meeting of the Company’s board of directors, and as subsequently extended by resolution, the Company determined to compensate certain directors and management in non-cash consideration until February 28, 2026 to assist the Company with maintaining sufficient cash flow. Parties subject to this arrangement provided written agreement to the arrangement. By adhering to the planned operating budget as set forth in the table above, the Company projects that it has the financial resources to maintain operations well beyond October 2025. The Company intends to raise capital by future financings. There is no guarantee that additional financing will be available or that it will be available on terms acceptable to management of the Company.

The Company has incurred negative operating cash flow since inception. The Company expects to use the net proceeds from the sale of securities in pursuit of objectives set out in this MD&A. However, to the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of the net proceeds from the sale of securities and/or its existing working capital to fund such negative cash flow. In addition, the funds raised pursuant to any sale of securities may not be sufficient to fund the Company’s objectives as set out above. See “Risk Factors”.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

CAPITAL STOCK

The authorized capital stock of the Company is an unlimited number of common shares and an unlimited number of preferred shares issuable in series. As at August 31, 2024, the Company had 76,103,368 Common Shares outstanding with share capital of $27,142,080 and as at August 31, 2023, the Company had 51,892,311 common shares outstanding with share capital of $18,540,596. As at the date of this MD&A, the Company has 76,186,702 common shares outstanding. There are no preferred shares issued or outstanding.

Omnibus Equity Incentive Plan

On July 26, 2023, the Omnibus Equity Incentive Plan (the “Omnibus Plan”) was approved and adopted by the Board, which was implemented on August 25, 2023. The Omnibus Plan replaces the Company’s stock option plan (the “Legacy Stock Option Plan”) and restricted share unit plan (“Legacy RSU Plan”). The Omnibus Plan provides 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 was approved by disinterested shareholders at the Company’s annual and special meeting of shareholders held on August 25, 2023.

No further grants of Options are to be made under the Legacy Stock Option Plan or awards of RSUs under the Legacy RSU Plan.

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. Outstanding options under the Legacy Stock Option Plan continue to be governed by the Legacy Stock Option Plan. The Company had no RSUs issued and outstanding at the time of disinterested shareholder approval for the Omnibus Plan. The Company currently has 9,818,000 common shares reserved for issuance pursuant to options grants and 1,516,200 common shares pursuant to RSU grants. In aggregate, the Company has 11,334,200 common shares reserved for issuance pursuant to options and RSUs granted and outstanding, representing 15.1% of the common Shares outstanding on a partially diluted basis. The Omnibus Plan was subsequently amended and restated on July 24, 2024 to address housekeeping matters, and drafting errors including: (i) to amend the definition of “Eligible Directors” to clarify the eligibility of directors to be granted RSUs under the Omnibus Plan; (ii) to clarify that any common shares subject to an “Award” under the Omnibus Plan that are not purchased or are forfeited, cancelled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a “Participant” shall again be available for Awards under the Omnibus Plan; and (iii) to amend the vesting provisions under the Omnibus Plan to permit RSU vesting periods of less than one year.

As of the date of this MD&A, the Company is authorized to issue up to 3,578,140 options or RSUs.

Restricted Share Units

The following details the changes in outstanding RSUs for the six months ended August 31, 2024:

	Number of RSUs
Outstanding, March 1, 2023	—
Granted during the period	—
Vested and exercised during the period	—
Outstanding, August 31, 2024	—

Outstanding, March 1, 2024		3,074,298
Granted during the period		605,000
Vested and exercised during the period		(1,916,598	)
Cancelled during the period		(246,500	)
Outstanding, August 31, 2024		1,516,200

The following is a summary of RSUs outstanding and exercisable as at August 31, 2024:

Expiry date	Number of RSUs outstanding		Number of RSUs exercisable
December 15, 2026		792,000		—
December 15, 2027		724,200		—
		1,516,200		—

For the six months ended August 31, 2024, the Company recorded $735,020 of share-based compensation related to the vesting of RSUs (August 31,2023 - $Nil).

As at the date of the MD&A, the Company has 2,024,200 RSUs outstanding.

Options

The following details the changes in outstanding options for the six months ended August 31, 2024:

	Number of Options			Weighted Average Exercise Price $
Outstanding, March 1, 2023		6,225,000			0.30
Issued during the period		832,000			0.70
Cancelled during the period		(225,000	)		0.35
Outstanding as at August 31, 2023		6,832,000			0.35

Outstanding, February 29, 2024		9,893,000			0.37
Issued during the period		400,000			0.40
Forfeited during the period		(450,000	)		0.40
Expired during the period		(25,000	)		0.70
Outstanding, August 31, 2024		9,818,000			0.37

The following is a summary of options outstanding as at August 31, 2024:

Expiry date	Number of options outstanding		Number of options exercisable		Exercise price $		Life remaining
September 30, 2024*		183,000		183,000		0.70		0.08
February 22, 2026		3,075,000		3,075,000		0.25		1.48
February 22, 2026		2,850,000		2,850,000		0.35		1.48
September 01, 2026		750,000		437,500		0.70		2.00
December 29, 2026		410,000		77,500		0.40		2.33
April 16, 2027		250,000		—		0.40		2.63
July 31, 2027		150,000		—		0.40		2.92
December 29, 2028		2,150,000		675,000		0.40		4.33
		9,818,000		7,298,000

●

These options expired unexercised on September 30, 2024.

Weighted Averages	Issued on April 16, 2024		Issued on July 10,2024
Share price		$0.30		$0.17
Dividend yield		Nil		Nil
Exercise price		$0.40		$0.40
Risk-free interest rate		4.09%		3.75%
Expected volatility		100%		100%
Expected expiration		3.00		3.06

As at the date of this MD&A, the Company has 9,635,000 options outstanding and of which 7,115,000 options are exercisable.

Warrants

The following details the changes in outstanding warrants for the six months ended August 31, 2024:

	Number of warrants			Weighted Average Exercise Price $
Outstanding as at February 28, 2023		6,547,477			0.49
Issued during the period		1,607,789			1.20
Exercised during the period		(65,383	)		0.28
Outstanding as at August 31, 2023		8,089,883			0.65

Outstanding, February 29, 2024		16,962,927			0.54
Issued during the period		-			-
Cancelled during the period		(80,640	)		0.25
Outstanding, August 31, 2024		16,882,287			0.54

The following is a summary of warrants outstanding as at August 31, 2024

Expiry date	Number of warrants outstanding		Number of warrants exercisable		Exercise price $		Weighted average life remaining
December 31, 2025		10,024,498		10,024,498		0.50		1.33
April 24, 2026		1,607,789		1,607,789		1.25		1.67
December 31, 2028		5,250,000		2,625,000		0.40		4.33
		16,882,287		14,337,927

As at the date of this MD&A, the Company has 16,882,287 warrants outstanding.

RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Related party	Relationship
John Passalacqua	Chief Executive Officer (“CEO”) and Director
Laurence W. Zeifman	Chairman and Independent Director
Bennett Kurtz	Chief Administrative Officer (“CAO”), Chief Financial Officer (“CFO”), Corporate Secretary, and Director
Marc Branson Armand MacKenzie	Independent Director⁽¹⁾ Vice President, Government Relations
Gilles Laverdiere	Chief Geologist⁽²⁾

⁽¹⁾

On September 1 2024 Marc Branson Resigned and Peter Nicholson joined the Board of Directors as an Independent Director.

⁽²⁾

A related parties under securities law and not under IAS 24.

Remuneration attributed to key management personnel can be summarized as follows:

	For the three months ended				For the six months ended
	August 31, 2024 $		August 31, 2023 $		August 31, 2024 $		August 31, 2023 $
Share based compensation		223,732		91,515		737,610		285,987
Management fees		—		162,000		—		306,000
Professional Fees		—		60,000		—		125,000
Directors’ fees		10,000		43,200		10,000		86,400
Financing fees		152,986		—		252,759		—
Consulting Fees		—		—		—		30,000
		386,718		356,715		1,000,369		833,387

There are no amounts owed to related parties as of August 31, 2024.

Director and Management Services Agreements

The Company has director and management service agreements with each of its directors and officers that allow for termination without cause so long as 30 day prior written notice is provided by either party. Under each agreement, the consultant is entitled to a monthly payment in cash but the Company has the option to issue common shares as payment in lieu.

For the six months ended August 31, 2024, ExpoWorld Ltd. (with John Passalaqua as principal) received $279,408 in fees comprised of $nil for management services (August 31, 2023 - $144,000 ) in their capacity as a CEO, $nil directors fees (August 31, 2023 - $ nil ), and $279,408 (August 31, 2023 - $ 77,516) in share based compensation comprised of options and RSUs. Mr. Passalaqua is the CEO and director of the Company.

For the six months ended August 31, 2024, POF Capital Corp. (with Bennett Kurtz as principal) received $202,482 in fees comprised of $nil for management services (August 31, 2023 - $90,000 ) in their capacity as a CAO, $nil directors fees (August 31, 2023 - $nil), and $202,482 (August 31, 2023 - $38,758 ) share based compensation comprised of options and RSUs. He also serves as a CAO, CFO, Corporate Secretary, and Director of the Company.

For the six months ended August 31, 2024, Capwest Investments Inc. (with Marc Branson as principal) received $51,505 in fees comprised of $nil for management services (August 31, 2023 - $nil), $nil for directors fees (August 31, 2023 - $43,200), $nil for consulting fees (August 31, 2023 - $30,000 ) and $51,505 (August 31, 2023 $ 38,758) share based compensation comprised of Options and RSUs. Mr. Branson serves as an independent director of the Company. Mr. Branson resigned effective September 1, 2024.

For the six months ended August 31, 2024, Z Six Financial Corporation (with Laurence W. Zeifman and his spouse as the shareholders) received $156,473 in fees comprised of $nil for management services (August 31, 2023 - $nil), $nil directors fees (August 31, 2023 - $43,200 ), and $156,473 share based compensation (August 31, 2023 - $38,758) comprised of options and RSUs. Mr. Zeifman serves as Chairman and independent director of the Company.

For the six months ended August 31, 2024, 166693 Canada Inc. (with Gilles Laverdiere as principal) received $143,286 in fees comprised of $nil for management services (August 31, 2023 - $nil), $95,544 for mining exploration and metallurgy expenses (August 31, 2023 - $47,456) comprised of cash payment, and $47,742 share based compensation (August 31, 2023 - $38,758) comprised of options. Mr. Laverdiere serves as the Chief Geologist of the Company.

FINANCIAL INSTRUMENTS

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The following table sets forth the Company’s financial assets measured at fair value by levels within the fair value hierarchy:

As at August 31, 2024
	Level 1 $		Level 2 $		Level 3 $		Total $
Cash and cash equivalents		450,444		—		—		450,444
Long-term investments						137,424		137,424
		450,444		—		137,424		587,868

The Company measures its cash and cash equivalents using unadjusted quoted prices in active markets for identical assets or liabilities. The Company measures its restricted cash, accounts payable and loans payable at amortized cost.

The Company is exposed in varying degrees to a variety of financial instrument related risks:

Credit risk

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company as at August 31, 2024, has $410,444 in cash and cash equivalents and $40,000 in restricted cash and $114,417 in financial liabilities, which represents the Company's maximum exposure to liquidity risk.

The Company has no financial liabilities with a contractual maturity greater than one year. As at August 31, 2024, the Company has sufficient working capital to satisfy its financial liabilities.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing. If the Company is not successful in raising sufficient capital, the Company may have to curtail or otherwise limit its operations. From time to time the Company works to raise additional capital through private placements or other equity financing. The Company does not currently have any operations generating cash. The Company is therefore dependent upon debt and equity financing to carry out its plans. There can be no assurance that such financing will be available to the Company.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a change in the interest rate is low, as the Company has no investments or liabilities with variable interest rates.

Foreign currency risk

Price risk

RISK FACTORS

The forward-looking information contained in this MD&A is based on the opinions, assumptions and estimates of management set out herein, which management believes are reasonable as at the date the statements are made. Those opinions, assumptions and estimates are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information.

An investment in the Company’s securities should be considered as highly speculative given the current stage of the Company’s business and development. Such an investment is subject to a number of risks at any given time. Below is a description of the principal risk factors affecting the Company. The risk factors set out below are not exhaustive and do not include risks the Company deems to be immaterial; however, even an immaterial risk has the potential to have a material adverse effect on the Company’s financial condition, operating results, business or future prospects. Investors should carefully consider these risk factors, many of which are beyond the Company’s control, together with other information set out in this MD&A before investing in the Company’s securities. The following are risk factors that the Company’s management believes are most important in the context of the Company’s business. Other risk factors may apply.

Limited Operating History

The Company has a limited operating history and no operating revenues. There is no assurance that any property or business that the Company may hold, acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future.

The Company faces a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by mineral exploration and early stage manufacturing companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration program that the Company intends to undertake on its properties and any additional properties that the Company may acquire. These potential problems include unanticipated problems relating to exploration, development, processing and mining, and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of its properties or any other mineral property that it may acquire may not result in the discovery of any commercially exploitable mineral deposits. Problems such as unusual or unexpected geological formations and other conditions are involved in all mineral exploration and often result in unsuccessful exploration efforts. If the results of the Company’s exploration do not reveal viable commercial mineralization, the Company may decide to abandon some or all of its property interests.

Very few mineral exploration properties actually contain commercially viable mineral deposits. The Company has no history upon which to base any assumption as to the likelihood that its business will prove successful, and the Company can provide no assurance that it will generate any operating revenues or ever achieve profitable operations. If the Company is unsuccessful in addressing these risks, its business could fail.

Compared to other mineral exploration and manufacturing companies, the Company is very small, has few resources and must limit its exploration and expansion plans.

The Company is small in an industry dominated by many larger companies that have substantial amounts of capital and management expertise. The Company does not have the human resources or financial resources to compete with senior mineral exploration and manufacturing companies, which could and probably would spend more time and money exploring mineral exploration properties and have better odds of finding a mineral reserve. As a result, the Company must limit its exploration and expansion plans, and it may be unsuccessful in finding a mineral reserve or commencing processing operations, if it does, it may not have sufficient financial resources or management expertise to effectively develop such a reserve or developing such operations, which means that investors could lose a portion or all of any funds they invest in the Company.

The Company will have to suspend its plans if it does not have access to all of the supplies and materials needed in order to carry out such plans.

Competition, supply disruptions and other unforeseen limited sources of supplies in the industry could result in shortages of supplies and equipment that the Company might need to conduct its business. If it cannot find the products and equipment needed, the Company will have to suspend its plans until it is able to find the products and equipment that are needed. This could have a negative impact on the Company and its common share price.

There are inherent dangers involved in mineral exploration and manufacturing, and the Company may incur liability or damages as it conducts its business.

The Company’s proposed business involves numerous hazards. As a result, the Company may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company’s financial position.

Government regulation or other legal uncertainties could have a negative impact on the Company’s business.

There are numerous provincial and federal governmental regulations that materially affect the operations of mineral exploration, development, processing and mining companies which are uncertain and remain subject to change. Uncertainty and new regulations could increase the costs of doing business and prevent the Company from conducting its business and realizing its plans, and which may have an material adverse impact on the Company’s financial condition and results of operations. The growth of demand for Company products may also be significantly slowed. This could delay growth in potential demand for and limit the Company’s ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to exploration, development, processing and mining activities that are carried out or proposed to be carried out by the Company, which may negatively affect the Company.

Fluctuations in the prices of commodities and other materials proposed to be produced by the Company may adversely affect the Company’s prospective revenue, profitability and working capital position.

The Company’s future revenues and cash flows are subject to fluctuations in market and commodity prices. Such prices are affected by a variety of factors beyond the Company’s control including interest rate changes, exchange rate changes, international economic and political trends, inflation or deflation, fluctuations in the value of the Canadian dollar and foreign currencies, global and regional supply and demand, changes in industrial demand and the political and economic conditions of major commodity producing and manufacturing countries throughout the world.

The Company’s exploration and development properties may not be successful and are highly speculative in nature.

The Company’s activities include the exploration for and the possible future development of mineral deposits. The exploration for, and development of, mineral deposits involve significant risks which even a combination of careful evaluation, experience and knowledge cannot eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; commodity prices which are highly cyclical and unpredictable; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or abandoning or delaying the development of a mineral project or other aspect of the Company business. There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of such minerals.

The exploration and development of natural resources involves a high degree of risk and few properties which are explored are ultimately developed into producing properties. Although the mineral resource disclosures set out herein have been carefully prepared by independent mining experts, these amounts are estimates only and no assurance can be given that an identified mineral resource will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.

Short-term factors, such as the need for orderly development of deposits or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in reserves or resources, grades, dilution estimates or recovery rates may affect the economic viability of a project. The long-term profitability of the Company’s operations will likely be in part related to the cost and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish mineral resources through drilling, to extract the resources, to develop processing facilities (whether or not related to the extraction activities), and to implement other required infrastructure. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis.

Indigenous title and land claims.

The company’s exploration and manufacturing properties, and other properties material to the Company’s proposed operations, may now or in the future be the subject of Indigenous land claims, which is a matter of considerable complexity. The impact of any such claim on the Company’s ownership interest in its properties cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Indigenous rights in the area in which such properties are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company’s activities. Even in the absence of such recognition, the Company may further negotiate with and seek the approval of holders of Indigenous interests in order to facilitate exploration and development work on the Property, and there is no assurance that the Company will be able to establish or maintain a practical working relationship with all of the Indigenous parties in the area which would allow it to ultimately develop conduct its operations.

Environmental and other regulatory risks may adversely affect the Company.

All phases of the Company’s operations are subject to environmental regulations in the jurisdiction in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards, protection of species at risk, and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties. Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations. To the extent that such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its operations or from proceeding with planned operations including the exploration, development or processing of minerals and mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration, development, processing and mining operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of exploration, development, processing and mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production from operations or require abandonment or delays in development of new processing operations or mining properties.

The Company’s operations are subject to receiving and maintaining permits from appropriate governmental authorities. Although the Company's operations currently have all required permits for their operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations, or additional permits associated with new legislation. Prior to any new development, the Company must receive permits from appropriate governmental authorities. There can be no assurance that the Company will continue to hold all permits necessary to develop or continue operating any aspect of its business.

Climate change may adversely affect the Company.

Governments are moving to enact climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulations relating to emission levels and energy efficiency are becoming more stringent. Some of the costs associated with meeting more stringent regulations can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, meeting more stringent regulations is anticipated to result in increased costs.

Title to some of the Company’s mineral properties may be challenged or defective.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to mining claims may be disputed. Although the Company believes it has taken reasonable measures to ensure proper title to its current properties, there is no guarantee such title will not be challenged or impaired. Third parties may have valid or invalid claims underlying portions of its interest, including prior unregistered liens, agreements, transfers or claims, including formal indigenous land claims, informal indigenous land claims accompanied by disruptive activity, and title may be affected by, among other things, undetected defects. As a result, the Company may be constrained in its ability to operate its properties or unable to enforce its rights with respect to its current property or any future properties that it may acquire an interest in. An impairment to or defect in its title to its properties could have a material adverse effect on its business, financial condition or results of operations.

Geopolitical tensions may adversely impact the Company and the value of the Company’s shares.

Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions including, but not limited to, the military conflicts between Russia and Ukraine and in the Middle East. Although the length and impact of military conflicts are highly unpredictable, such conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

The Company is continuing to monitor these situations and assessing its potential impact on its business. In addition, new and existing sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for the Company to obtain additional funds.

Any of the above-mentioned factors could affect the Company’s business, prospects, financial condition, and operating results. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this MD&A.

Obtaining and renewing licenses and permits.

In the ordinary course of business, the Company will be required to obtain and renew governmental licenses or permits for exploration, development, construction and commencement of operations on its properties and its facilities. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of the Company. The duration and success of the Company’s efforts to obtain and renew licenses or permits are contingent upon many variables not within the Company’s control, including the interpretation of applicable requirements implemented by the licensing authority. The Company may not be able to obtain or renew licenses or permits that are necessary to its operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what the Company believes they can recover from a property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company’s operations and profitability.

Reliance on Management and Key Personnel.

The Company’s success is largely dependent on the performance of its Board of Directors and management team. Qualified individuals are in high demand, and the Company may incur significant costs to attract and retain them. The loss of any of the Company’s senior management or key employees, or an inability to attract other suitably qualified persons when needed, could materially adversely affect its ability to execute its business plan and strategy, and it may not be able to find adequate replacements on a timely basis, or at all.

Conflicts of Interest.

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. In addition, the Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of its directors and the officers who may from time-to-time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities.

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

Insurance and uninsured risks.

The Company is exposed to risks inherent in the exploration, development, processing and mining industries, including adverse environmental conditions and pollution, personal injury or death, labour disputes, unusual or unexpected geological conditions, legal liability, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena, civil disorder, war, subversive activities or sabotage, property damage, floods, fires, explosions, earthquakes, delays in mining and monetary losses or other catastrophes.

While the Company has obtained insurance to address certain risks in such amounts as it considers reasonable, such insurance has limitations on liability that may not be able to cover all the potential liabilities and the insurance may not continue to be available or may not be adequate to cover any resulting liability. Moreover, such risks may not be insurable in all instances or, in certain instances, the Company may elect not to insure against certain risks because of high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to the Company and the occurrence of an event in which the Company is not fully insured against, could have a material adverse effect upon its business, operating results and financial condition.

Litigation

All industries are subject to legal claims, with and without merit. Legal proceedings may arise from time to time in the course of the Company’s business. Such litigation may be brought from time to time in the future against the Company. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. The Company is not currently subject to material litigation, nor has the Company received any indication that any material claims are forthcoming. However, due to the inherent uncertainty of the litigation process, the Company could become involved in material legal claims or other proceedings with other parties in the future. The results of litigation or any other proceedings cannot be predicted with certainty. The cost of defending such claims may take away from management’s time and effort in operating the business of the Company and if the Company is incapable of resolving such disputes favourably, the resulting litigation could have a material adverse impact on the Company’s financial condition, cash flow and results from operation.

Dependence on outside parties.

The Company will rely upon consultants, engineers, contractors and other parties for exploration, development, construction and operating expertise. Substantial expenditures are required to construct processing facilities and mines, to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to acquire access to and maintain required technologies and, in the case of new properties, to develop the exploration and mineral processing infrastructure at any particular site. Deficient or negligent work or work not completed in a timely manner could have a material adverse effect on the Company.

Risks related to possible fluctuations in revenues and results.

The Company may experience significant fluctuations in its quarterly and annual results of operations for a variety of reasons, many of which are outside of the Company’s control. Any fluctuations may cause the Company’s results of operations to fall below the expectations of securities analysts and investors. This could have an adverse impact on the ability of a shareholder to dispose of common shares, or on the market price of the common shares if trading of the common shares is possible in a marketplace.

Negative cash flow from operations.

The Company has negative cash flow from operating activities. The Company’s cash flow will be directly related to any revenues generated from processing, production and milling activities. In addition to cash flow from operations, ongoing operations may be dependent on the Company’s ability to obtain equity financing by the issuance of capital and to generate profitable operations in the future. Significant amounts of capital expenditures are required in order for the Company to execute its business plan and there are no assurances that the Company will have sufficient funds for this purpose.

Although the Company anticipates it will have positive cash flow from operating activities in future periods, to the extent that the Company has negative cash flow in any future period(s), it will need to raise additional funds to cover this shortfall.

Land reclamation requirements may be burdensome.

Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to: control dispersion of potentially deleterious effluents; and reasonably re- establish pre-disturbance landforms and vegetation.

In order to carry out reclamation obligations imposed on the Company in connection with exploration, potential development and production activities, the Company must allocate financial resources that might otherwise be spent on exploration and development programs. If the Company is required to carry out unanticipated reclamation work, its financial position could be adversely affected.

Risks relating to health and safety.

Exploration, development, processing and mining operations are subject to potential risks and liabilities due to accidents that could result in serious injury or death. The impact of such accidents could affect the profitability of the Company’s operations, cause an interruption to operations, lead to a loss of licenses, affect the reputation of the Company and its ability to obtain financing, licenses, damage community relations and reduce the perceived appeal of the Company as an employer.

There is no assurance that the Company has been or will at all times be in full compliance with all laws and regulations or hold, and be in full compliance with, all required health and safety permits. The potential costs and delays associated with compliance with such laws, regulations and permits could prevent the Company from proceeding with the development of its operations or the operation or further development of a project, and any noncompliance therewith may adversely affect the Company’s business, financial condition and results of operations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production, or abandonment or delays in development of new mining properties.

Risks related to infrastructure.

Exploration, development, processing and mining activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges and power sources are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government denial or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Risks related to market demands.

The markets that the Company participates in, particularly the LFP Battery market, may not grow as expected or at all, resulting in decreased demand for the Company’s products. While the Company’s goal is to generate revenue, there can be no assurance that it will succeed in doing so and the Company’s losses may increase. Furthermore, phosphate is not currently listed as a critical and/or strategic mineral in all jurisdictions in which it intends to operate or raise capital, and may never be listed as a critical and/or strategic mineral, potentially negatively impacting the level of market demand for the Company’s products and its ability to raise capital.

The markets in which the Company operates are in their early stages and highly competitive, and the Company may not be successful in competing in these industries as they further develop.

The LFP Battery industry and the market for related products are in their early stages, and the Company expects it will become more competitive in the future. The Company also expects more regulatory burden as customers adopt this new technology. There is no assurance that LFP Battery solutions will be successful in the respective markets in which they compete. A significant and growing number of established and new companies have entered or are reported to have plans to enter the battery solutions market, including companies engineering forms of energy storage that do not require the minerals contained on the Company properties or products proposed to be produced by the Company. Decreases in the retail prices of electricity from utilities or other renewable energy sources could make LFP Battery products less attractive to customers. Reduction in various rebate and incentive programs could also adversely affect the Company.

Dilution.

Securities of the Company, including common shares and rights, warrants, special warrants, subscription receipts and other securities to purchase, convert into or exchange into common shares, may be created, issued, sold and delivered on such terms and conditions and at such times as the Board may determine. In addition, the Company may issue additional common shares from time to time pursuant to share purchase warrants, restricted share units and options to purchase common shares issued from time to time by the Company. The issuance of these common shares could result in dilution to existing shareholders.

Future sales by existing shareholders could cause the Company’s share price to fall.

Future sales of common shares by the Company or other shareholders could decrease the value of the common shares. The Company cannot predict the size of future sales by the Company or other shareholders, or the effect, if any, that such sales will have on the future market price of the common shares. Sales of a substantial number of common shares, or the perception that such sales could occur, may adversely affect prevailing market prices for the common shares.

Profits or Significant Revenues.

The Company’s current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the Company makes significant investments in exploration and development.

No dividends.

The Company’s current policy is to retain any earnings to reinvest in the Company. Therefore, the Company does not anticipate paying cash dividends on the common shares in the foreseeable future. The Company’s dividend policy will be reviewed from time to time by its Board of Directors in the context of its earnings, financial condition and other relevant factors. Until the time that the Company does pay dividends, which it might never do, its shareholders will not be able to receive a return on their common shares unless they sell them.

Fluctuation and volatility in stock exchange prices.

The market price of a publicly traded stock is affected by many variables, including the availability and attractiveness of alternative investments and the breadth of public market for the stock. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such variations will not affect the price of the Company’s securities in the future and that the price of the common shares will not decrease while listed on the CSE.

Activities of the Company may be impacted by an outbreak of a contagious disease.

The Company’s business could be significantly adversely affected by the effects of a widespread global outbreak of contagious disease. The Company cannot accurately predict the impact such an outbreak will have on the Company’s business. Risks posed by an outbreak of a contagious disease include uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Company’s services and likely impact operating results.

Forward-Looking Information May Prove Inaccurate

Shareholders and prospective investors are cautioned not to place undue reliance on the Company’s forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risk and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Exhibit 99.3

FORM 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, John Passalacqua, the Chief Executive Officer of First Phosphate Corp. (the “Issuer”), certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the Issuer for the interim period ended August 31 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: October 21, 2024

/s/ “John Passalacqua”
John Passalacqua
Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Bennett Kurtz, the Chief Financial Officer of First Phosphate Corp. (the “Issuer”), certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the Issuer for the interim period ended August 31 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: October 21, 2024