Mr. Bennett Kurtz reports

FIRST PHOSPHATE CLOSES FINAL TRANCHE OF OVERSUBSCRIBED PRIVATE PLACEMENT

On Dec. 19, 2025, First Phosphate Corp. closed the fourth and final tranche of its non-brokered private placement financing, as further described in the company's news releases dated Nov. 7, Nov. 17, Nov. 24 and Dec. 15, 2025.

In aggregate, under the four tranches of the offering, the company has raised gross proceeds of $9,615,478 through the issuance of 8,009,333 flow-through shares for gross proceeds of $7,208,400, and through the issuance of 2,674,531 hard dollar units for gross proceeds of $2,407,078. Under this final tranche of the financing, the company raised a total of $2,977,904 through the issuance of 2,053,889 flow-through shares for gross proceeds of $1,848,500 and 1,254,893 hard dollar units, comprising 1,254,893 common shares and 1,254,893 warrants, for gross proceeds of $1,129,404.

Together with this offering, the company has raised to date a total of approximately $49.7-million in 10 management-led non-brokered private placement financings since June, 2022.

In connection with the current tranche of the offering, the company issued 24,000 compensation common shares and 24,000 compensation warrants, exercisable at a price of $1.25 per common share of the company, until April 30, 2026, subject to an accelerated expiry date. Further, the company wishes to revise the disclosure in its press release dated Nov. 24, 2025, to confirm that it issued 52,444 compensation common shares and 52,444 compensation warrants in the third tranche of the offering. All securities issued under the offering are subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. The company intends to use the proceeds from the offering as disclosed in the company's press release dated Nov. 7, 2025.

Related party transactions

In connection with the closing of the offering, Peter Nicholson, a director of the company, indirectly purchased 443,260 flow-through shares.

As a related party of the company received flow-through shares in connection with the offering, the transaction is considered a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The participation of the related party of the company is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the flow-through shares purchased by and issued to the related party does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report related to the transactions more than 21 days before the expected closing of the transactions as required by MI 61-101 but believes that this shorter period is reasonable and necessary in the circumstances as the company wishes to improve its financial position and to close the offering in short order for sound business reasons.

About First Phosphate Corp.

First Phosphate is an exploration, mineral development and cleantech company dedicated to building and onshoring a vertically integrated mine-to-market lithium iron phosphate (LFP) battery supply chain for North America. Target markets include energy storage, data centres, robotics, mobility and national security.

First Phosphate's flagship Begin-Lamarche property in Saguenay-Lac-Saint-Jean, Que., Canada, is a North American rare igneous phosphate resource yielding high-purity phosphate with minimal impurities.

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