CSE:PHOS | FSE:KD0 | OTC : FRSPF

Investor
Presentation
July 5, 2024

Phosphate for the Lithium Iron Phosphate

(LFP) Battery Industry
 Legal Disclaimer
GENERAL

The information contained in this presentation has been prepared by First Phosphate Corp. (the “Company”, “we”, “us”, or “our”) and contains confidential information pertaining to, among other things, the business, assets, operations, capital, management and prospects of the Company. This presentation is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further
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standard of care, and (iii) to not utilize any of the information contained herein except to assist with your evaluation of a potential direct or indirect investment in the Company.

The information contained in this presentation (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate a director or indirect investment in the Company, and (c) is not to be considered as a recommendation by the Company or any other person on behalf of the Company that any person make a director or
indirect investment in the Company in connection with this presentation. An investment in the securities is speculative and involves a number of risks that should be considered by a prospective investor. Where any opinion or belief is expressed in this presentation, it is based on the assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the
origin, validity, accuracy, completeness, currency or reliability of the information. Prospective investors should carefully consider, among other things, the risk factors described below under “Forward-Looking Information” in this presentation before investing directly or indirectly in the Company and purchasing the securities described herein.

The information contained in this presentation is not directed to persons or entities resident in the United States and does not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful or to any person to whom it is unlawful to make such an offer or solicitation.

All information and data provided in this presentation is strictly private and confidential. No person is authorized to copy or re-distribute any materials in this presentation without the express permission of the Company.

No sales of the securities of the Company or any entity related thereto shall be made until the Company or such related entity and the potential investor enter into a subscription agreement for such securities (the “Subscription Agreement”), and any such sales shall be subject to the terms and provisions thereof in all respects. In the event of any inconsistency between this presentation and the Subscription Agreement, the Subscription
Agreement shall govern.

This presentation constitutes an “offering memorandum” under applicable securities laws under applicable securities laws (including pursuant to the Securities Act (Ontario) and Ontario Securities Commission Rule 45-501 (Ontario Prospectus and Registration Exemptions). See “Statutory Rights of Rescission” at the end of this presentation for further information on applicable rules for prospective investors from the provinces of Ontario,
Alberta, British Columbia, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

Prospective investors should be aware that the purchase of any securities of the Company may have tax consequences both in Canada and the United States. As such, this presentation should not be construed as legal, financial or tax advice to any prospective investor, and each prospective investor should consult its own tax advisor concerning any potential invested described herein.

MARKET AND INDUSTRY DATA

This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe it to be reliable, we have not
independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources. The Company does not make any representation as to the accuracy of such information.

FORWARD-LOOKING STATEMENTS

Certain statements in this presentation are “forward-looking statements”. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expect”, “seek”, “endeavour”, “anticipate”, “plan”, “estimate”, “believe”, “intend”, or stating that certain actions, events or results may,
could, would, might or will occur or be taken, or achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking information in this presentation, which includes, but is not limited to, information relating to (i) the board of directors and advisory board of the Company, (ii) information relating to anticipated revenues, cash flow and cash position, capital and financial outlook and leverage rations, and
anticipated synergies of the Company, (iii) the Company’s technological and mining capabilities, (iv) information relating to the Company’s business strategies, plans and objectives, (v) the Company’s operating costs, (vi) the Company’s capital expenditures, (vii) expectations relating to future mining and project development.

These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking information. Such risks and uncertainties include, but are not limited to, (i) risks and uncertainties related to the project, including the expected completion of the project, receipt of all required approval and licenses, establishing and maintaining
partnerships; (ii) risks related to the Company’s assumptions on anticipated revenues, cash flow and cash position, capital and financial outlook and leverage rations, and anticipated synergies of the Company; (iii) risks associated with the Company’s business strategies, plans and objectives and their achievements, if at all; (iv) risks related to anticipated growth rates, cash flow and stability of drilling programs; (v) risks and requirements
related to the Company’s ability to secure additional capital to continue to develop business and realize on objectives; (vii) reliance on the capabilities and experience of key executives and strategic partners; (viii) uncertainties relating to COVID-19 pandemic; (ix) Negative shifts in public opinion and perception of the minerals industry; (x) increasing competition in the industry; (xi) political and regulatory risks and other risks associated with
changes in tax and regulatory regimes, general, economic, market and business conditions; (xii) risks relating to partnerships and agreements with third parties and industry partners; (xiii) failure of equipment or processes to operate as anticipated; (xiv) risk of shortages of or price increases in key inputs, suppliers and skilled labor; (xv) actual results of current exploration activities; (xvi) conclusions of economic evaluations; and (xvii) future
prices of phosphate and lithium iron phosphate. There may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended.

These risks, uncertainties and assumptions could adversely affect the outcome of the plans and events described herein. In addition, even if the outcome of the plans and events described herein are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. Forward-looking statements contained in this presentation
are based on the beliefs and expectations of the Company’s management, which the Company believes are reasonable as of the current date, and are subject to significant business, social, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors. Many assumptions are based on factors and events that are not within the control of the Company and actual future results may differ materially
from current expectations. You should not place undue reliance on these forward-looking statements. Except as required by applicable law, the Company assumes no obligation to update or revise any forward-looking statements in this presentation to reflect new events or circumstances.

FUTURE ORIENTED FINANCIAL INFORMATION

This presentation may contain future oriented financial information (“FOFI”) within the meaning of applicable Canadian securities laws and applicable United States securities laws, about prospective results of operations, prospective financial performance, financial position or cash flows and specifically with respect to profit and loss, quarterly revenues and net income from sales, all of which are based on assumptions about future economic
conditions, courses of action, and management’s assessment of the relevant information currently available, which FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by management of the Company to provide an outlook of the Company’s activities and results, and has been prepared based on a number of assumptions including the assumptions
discussed above under the heading “Forward-Looking Statements” and assumptions with respect to the costs and expenditures to be incurred by the Company, capital expenditures and operating costs, taxation rates for the Company and general and administrative expenses. Management does not have, or may not have had at the relevant date, firm commitments for all of the costs, expenditures, prices or other financial assumptions
which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not, or may not have been at the relevant date of the FOFI, objectively determinable.

Importantly, the FOFI contained in this presentation are, or may be, based upon certain additional assumptions that management believes to be reasonable based on the information currently available to management, including, but not limited to, assumptions about: (i) the future costs associated with the project, (ii) the future pricing of phosphate and lithium iron phosphate, (ii) the future market demand and trends within the jurisdictions in
which the Company may from time to time conduct its business, (iii) the Company’s ongoing mining and operating cost estimates, and (iv) the Company’s net proceeds from the private placement.

The FOFI or financial outlook contained in this presentation do not purport to present the Company’s financial condition in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Company and the resulting financial results will likely vary
from the amounts set forth in the analysis presented in any such document, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). the Company and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments as at the applicable date. The FOFI and financial outlooks
contained in this presentation have been approved by management as of July 20, 2022. However, because this information is highly subjective and subject to numerous risks including the risks discussed above under the heading “Forward-Looking Statements”, FOFI or financial outlook within this presentation should not be relied on as necessarily indicative of future results. Readers are cautioned not to place undue reliance on the FOFI or
financial outlook contained in this presentation and should not use FOFI and financial outlook contained in this presentation for the purposes other than those for which it is disclosed here. Except as required by applicable Canadian securities laws, the Company does not intend, and does not assume any obligation, to update such FOFI.

QUALIFIED PERSON

The scientific and technical disclosure for First Phosphate Corp. included in this Investor Presentation have been reviewed and approved by Gilles Laverdière, P.Geo. Mr. Laverdière is Geologist and a Qualified Person under National Instrument 43-101 Standards of Disclosure of Mineral Projects.

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 2

 First Phosphate (CSE: PHOS) (FSE: KD0) is a publicly listed
company that is fully dedicated to extracting and purifying
phosphate for the production of cathode active material for the
Lithium Iron Phosphate (“LFP”) battery industry.

First Phosphate holds a total of 1,500+ sq. km of royalty-free

land claims in the Saguenay-Lac-St-Jean Region of Quebec,
Canada consisting of rare anorthosite igneous phosphate rock
that generally yields high purity phosphate material devoid high
concentrations of harmful elements.

First Phosphate plans to employ a prudent partnership model to

vertically integrate from mine source directly into the supply
chains of major North American LFP battery producers that
require battery grade LFP cathode active material emanating
from a consistent and secure supply source.

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confidential 3 3
 It all Starts with the Highest Purity Source of Phosphate
95% of the World’s Phosphate is
found in heavy metal laden
Sedimentary Rock.

Only 4% of the World’s Phosphate is

found in Clean Igneous Carbonatite
Rock.

Only 1% of the World’s Phosphate is

found in Even Cleaner Igneous
Anorthosite found mostly only in
Quebec, Canada.

✔ Up to 90% of feedstock can be

converted to purified phosphoric
acid (PPA) for LFP battery
✔ Allows strict focus on LFP battery
technology client downstream
✔ Mine size is 8-10x smaller
✔ Capex focused on value added
✔ Allows for full circular economy Source: Food and Agriculture Organization of the The United Nations

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 Reasons to Own First Phosphate

1. Geographic Advantage 2. The Right Type of Phosphate 3. Driven by EV Battery Market

Flagship property with exploration upside World’s cleanest source of phosphate rock Phosphate with characteristics to go from
( >1500 km2 of royalty-free claims) from igneous anorthosite mine to LFP cathode active material

● Quebec, Canada is a friendly mining ● Devoid of harmful elements, low sulphur ● Process using clean Quebec Hydro
jurisdiction and electric vehicle hub ● Produces large amounts of LFP battery ● Traceable, ethical, responsible, secure
for North America grade purified phosphoric acid supply source
● Strong government support for ● Environmentally clean, circular advanced ● Ability to supply across North America
industry mining and refinement methods. from Saguenay-Lac-St-Jean
● Meets Inflation Reduction Act Solventless phosphate extraction
Requirements

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 Why the LFP Battery?

LFP batteries use lithium iron phosphate (LiFePO4) as the cathode active material.

LFP batteries operate similarly to other lithium-ion batteries. They have the advantage of
being non-toxic, having superior fire safety, longer cycle life and lower cost.

LFP Battery

Source: https://www.allaboutcircuits.com

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 LFP Batteries are now on the Street or Planned in North America

Ford F-150 Lightning Ford Mustang Mach-E Rivian R1T Rivian R1S SUV

Tesla Model 3 Tesla Model Y Tesla Model 2 Tesla Semi Light Trucks

Autoweek: https://www.autoweek.com/news/green-cars/a43007746/ford-ev-lfp-battery-tech
Reuters: https://www.reuters.com/business/autos-transportation/tesla-use-iron-based-batteries-semi-electric-trucks-affordable-electric-car-2023-04-06
electrek: https://electrek.co/2022/04/22/tesla-using-cobalt-free-lfp-batteries-in-half-new-cars-produced
The Drive: https://www.thedrive.com/news/rivian-battery-switch-could-increase-production-but-lower-range
InsideEVs: https://insideevs.com/news/684137/2024-mercedes-benz-esprinter-starts-74181-usd-113-kwh-battery

Mercedes-Benz eSprinter

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 LFP is for Real !

● Tesla confirmed that nearly half of all its vehicles are already using
lithium iron-phosphate (LFP) batteries.

● Elon Musk: "the vast majority of the heavy lifting for

electrification will be iron-based cells."

● “By 2030-2035, lithium iron phosphate batteries will dominate”

(IndustryWeek Quoting Jim Farley, CEO Ford Motor Co)

● “The US should work with Canada to build a regional supply chain

for batteries and has “everything it needs” to build cheaper lithium
iron phosphate (LFP) cells, Whittingham said.”
(Benchmark Source Quoting Nobel Laureate Stanley Whittingham)

InsideEVs: https://insideevs.com/news/581261/tesla-lfp-battery-nearly-half-deliveries
Reuters: https://www.reuters.com/business/autos-transportation/tesla-use-iron-based-batteries-semi-electric-trucks-affordable-electric-car-2023-04-06
IndustryWeek: https://www.industryweek.com/leadership/companies-executives/article/21267022/fords-farley-ev-cost-parity-will-come-after-2030
Benchmark Source: https://source.benchmarkminerals.com/article/nobel-laureate-stanley-whittingham-on-the-future-of-lithium-ion-batteries

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 LFP is Becoming the Battery Chemistry of Mass Market Adoption
• Non toxic (cobalt, manganese and nickel free)
• Superior fire safety (much less heat produced)
• Well defined performance (lower capacity loss, structurally more stable)
• Environmentally friendly and recyclable (no harmful metals)
• Lowest cost battery on the market (input material pricing)
• Longer longer life, lower degradation (millions of miles in some cases)
• Higher charge/discharge efficiency (no battery memory)
• Consistent discharge voltage (less power loss when battery low)
• Longer shelf life (stores itself better)
• Versatile for various storage applications (small and large scale)

Sources:
https://www.torquenews.com/1/lfp-batteries-pros-and-cons-elon-shifts-some-teslas-lfp
Source: finance.yahoo.com/news/lithium-iron-phosphate-battery-market-111600251.html
https://www.allaboutcircuits.com/news/a-closer-look-at-lithium-iron-phosphate-batteries-teslas-new-choice-of-battery
https://www.ludabattery.com/advantages-and-disadvantages-of-lifepo4-battery

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 LFP Batteries also Deployed in Larger Applications - Even More Phosphate!

Commercial Transportation

May 29, 2022: CATL Batteries to Be Used by Europe's Top Electric Bus Maker Solaris
https://insideevs.com/news/588650/catl-batteries-electric-buses-solaris
May 23, 2022: LFP battery Increasingly Applied to Electric Buses, Energy Storage Systems
https://www.digitimes.com/news/a20220520PD202/auto-components-battery.html

Large Scale Energy Storage

Mar 30, 2022: Report Suggests Lithium Iron Phosphate could Play Key Role in Energy Storage
https://www.miningnewswire.com/report-suggests-lithium-iron-phosphate-could-play-key-role-in-energy-storage
Jan 27, 2022: Tesla Hints at Transition of All Energy Storage to LFP Batteries
https://insideevs.com/news

Source: Tesla's Q1 2022 Financial Results

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 Estimated Demand for LFP Cathode Active Material
(EVs Alone)
LFP Cam Demand - North America $ LFP Cam Business - North America

Source: DeauVision Srl Source: DeauVision Srl

LFP Cathode Active Material Industry Projections ($USD Billions)

1 Tonne LFP Cam = ~ USD $25,000

First Phosphate is targeting 90,000 tonnes of LFP Cathode Active Material Production by 2032 in eventual partnership with leading providers of LFP CAM technology (10%
Market Share of potential USD $22 Billion Industry)

009
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 LFP Battery is a Versatile Technology

LFP is a lot more than

just electric vehicles.

There will be no shortage

of buyers for LFP cathode
active material especially
as raw material supplies in
all battery chemistries
become tighter and tighter.

One limitation will be the

supply of purified
phosphoric acid (PPA).

Source : Grandview Custom Research 2023

009
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 LFP Battery Segment by 2040
In China, the world’s largest EV market, LFP batteries have become the dominant chemistry over NMC batteries. LFP now accounts for 66% of total
battery output in China as of the first half of 2023. (Fastmarkets; July 19, 2023 : https://www.fastmarkets.com/insights/lfp-batteries-extend-dominance-over-ncm-batteries-china)

LFP Global Growth Forecast LFP now accounts for 66% of total battery
output in China well ahead of predictions

$ $
49.9
The Global Lithium Iron Phosphate Battery
Market is projected to grow from USD 10
billion in 2021 to USD 50 billion by 2028.

Source: https://www.fortunebusinessinsights.com/lithium-ion-li-ion-phosphate-batteries-market-102152 Source: Benchmark Mineral Intelligence 2022 | Q2 2022 Forecast

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 The First Phosphate Opportunity in North America

Serious North American Shortage of Battery

Global LFP Battery Market is Projected to Grow from Grade Phosphate
USD $10 billion in 2021 to USD $50 billion by 2028
● North American phosphate production is slated
● LFP battery represents close to 50% of all EV Batteries to decline by 61% by 2037 (Argus Phosphate Rock Analytics Q2 2023)
● Over 90% of LFP batteries are currently made in China ● Existing reserves at capacity for fertilizer
● US Inflation Reduction Act North American EV content: ● Existing sedimentary mines cannot
40% in 2023. Increasing gradually to 80% in 2026 economically produce large amounts of purified
phosphoric acid (PPA) in responsible manner as
required for the battery industry

First Phosphate is the Building Block for a North American LFP

Battery Ecosystem (Saguenay-Lac-St-Jean LFP Battery Valley)

● High purity phosphate extraction in Saguenay-Lac-St-Jean, First Phosphate Key Advantages

Quebec, Canada (home to the world’s purest igneous phosphate)
● Value-added phosphate purification and LFP cathode active ● Major partners and proven providers
material production anticipated at Port of Saguenay, Quebec ● Manageable mine size near infrastructure. CapEx aimed at value-add
● Function in full responsible manner and with low carbon footprint. ● LFP battery related secondary recoveries (iron, iron sulphate, titanium)
● In situ management of most material inputs
● Rare opportunity to go from mine to LFP cathode active material in
prudent partnership based fashion

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 Purified Phosphoric Acid is a Capacity-Constrained Specialty Product

Phosphate bearing rock is crushed and processed to obtain Concentrated Phosphate Rock (25%-41% purity level).
Sedimentary Rock (25%-34%). Igneous Rock (38%-41%).

Concentrated Phosphate Rock is then processed into medium purity Merchant Grade Phosphoric Acid (MGA) for fertilizer
and Animal feed.

Merchant Grade Phosphoric Acid (MGA) is then processed into Purified Phosphoric Acid (PPA)

Purified Phosphoric Acid (PPA) has a wide ranging number of food and industrial applications.

There are only 4 main suppliers of PPA in the Western World all of which are integrated into their own food or
industrial production or which are almost all fully off-taken. There is little excess PPA left for LFP production.
Source: (Prud'Homme, 2010, from Schroder et. al., 2010)

Yet, we will require 2x-3x the amount of PPA currently available in North America by 2030 in order to
accommodate LFP battery demand.

89%: Merchant Grade Acid (MGA) 8%: Purified Phosphoric Acid (PPA) Industrial Applications

Fertilizer Animal Feeds Food Electronics LFP Battery Industrial Pharma Water Fire Safety

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 North American Phosphoric Acid Supply is in Decline

United States Phosphoric Acid Production (MGA & PPA) PPA - Where North America Needs to Go to Meet EV Demand Alone
Source: Statistica Source: DeauVision Srl

“What a shock - a closer look at the LFP supply chain indicates to us that there may very well be raw material supply chain issues to come for LFP.”
Source: BMR Feb 2022

009
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 Global Purified Phosphoric Acid Supply is Going to be a Big Issue

CRU Group reports

conservatively that new
LFP demand requires
95-120% increase in
current supply of PPA by
2045

North American demand

increase must be from
domestic sources to
meet supply chain
integrity concerns and
government funding
direction.

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 First Phosphate in the LFP Battery Ecosystem

Advanced LFP Cathode Battery Cells Battery

Extraction Concentration EV Assembly
Refinement Active Material and Packs Recycling
Upstream (own)
Concentrate Midstream (in partnership)
Advanced LFP Grade LFP Cathode Downstream
LFP Battery(clients)
Mining Purity
Production Refinement
Produce LFP grade
Phosphate
Produce LFP cathode Active Material Listen Product
LFP CAM for battery to the needs Encourage end of
Open pit mining Crush, separate,
concentrate to purified phosphoric active material (iron cells and battery of electric vehicle life recycling of
obtain 3 recoveries: acid together with phosphate - LFP packs for manufacturers and battery materials
Phase 1 Phase 2 globalPhase
partner 3 CAM)Phase 4 Phase 5
manufacturing otherPhase
LFP-based6
high purity customers customers in
phosphate Recycle gypsum stationary energy
concentrate (40%) by-product storage etc

Magnetite (iron)

Ilmenite (titanium)

First Phosphate Vertically Integrated Production Plan External Downstream Producers

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 Optimally Located Properties

Proximity to Saguenay City Advanced Flagship Property

● 6th largest city in Quebec ● 43-101 Resource Estimate, Metallurgy
● Commercial and industrial area and PEA completed
● Skilled industrial workforce ● 89 holes drilled for a total of 8,776 m
● Main deposit estimated at 1500 m long
Vicinity to Saguenay Airport by 250 m wide and up to 100 m thick
● Daily flights to Montreal ● Deposit starts at surface
● Interconnection to the world ● Average grade of 5.2% P2O5
● 140 km driving distance from port
Access to Saguenay Deep Sea Port
● Large vessel access to the world
● Unimpeded by locks Four Season, Heavy Haul Road Access
● MoU in place with Port Saguenay ● Paved provincial highway for 65 km
● Allocated area for all of our ● Heavy-haul gravel logging road for
industrial development needs 80 km to base of property

Access to Clean Quebec Hydro

● Low carbon footprint
● Cost control

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 Lac à L'Orignal Resource Estimate and PEA Economics

● Metallurgical Testwork indicates an anticipated apatite grade of 40.2% P2O5 (phosphate) at

91.4% recovery.

● The Lac à l’Orignal Deposit contains very low levels of potentially hazardous components, such
as arsenic, heavy metals and radioactivity.

● Annual average of 425,000 t of beneficiated phosphate concentrate at over 40% P2O5 content,
280,000 t of magnetite and 97,000 t of ilmenite over a 14.2 year mine life.

● Pre-tax internal IRR of 21.7% and a pre-tax NPV of $795 Million at a 5% discount rate at 18
month trailing average phosphate price and long term consensus magnetite and ilmenite prices.

● The Project would generate an after-tax cash flow of $567 Million in years 1-5, resulting in a
4.9-year payback period from start of production.

● Phosphate Concentrate and PPA Pilot Facilities: https://firstphosphate.com/projects/pilot-plant

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 2
1500+ km of District-scale Phosphate-bearing Land Claims
● Free of all Net Smelter Royalties

GM2232 and MR3111 Fleury-Yves

● Discovered by Quebec government ● 9 unworked phosphate showings
geologists ● Discovered by Quebec government geologists
● 6.7% and 16.2 % P2O5 ● OAGN (Oxide-Apatite Gabbronorite)
● up to 7% P2O5
Antoine-Perron
Gouin-Catherine-Sault
● Antoine: 4 grab samples returned
● Gouin: 1.5 x 4.5 km, up to 3.8% P2O5
between 12.8% and 16.3% P2O5
● Catherine: 120 m x 1.25 km, up to 8.7% P2O5
● Perron: large apatite crystal, up to
● Sault: 97 x 820 m, 3.7% and 3.8% P2O5
13.8% P2O5 in nelsonite

Alex Bégin-Lamarche
● 915 m long x 350 m wide ● Main feature is a 3 km long phosphate-bearing
● Massive to semi-massive oxides corridor identified by drilling
● Numerous P2O5 values in oxides with ● 4,200-m drill program completed in 2023
6.8% and 6.84% P2O5 in OAGN ● 25,000-m drill program in progress
Brochet ● High Apatite content (30%+) intersected in
● 10 km long magnetic anomaly Mountain and NW Zones
● Grab sample up to 7% P2O5 in a ● Northern Zone: 4 phosphate layers between
favorable host rock (OAGN) 50 and 80 m wide with greater than 7% P2O5
Larouche ● Southern Zone: At least 2 phosphate layers
● Many grab samples returned between between 100 to 160 m wide with 4.5-5% P2O5
8.61 and 36.5% P2O5

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 Bégin-Lamarche - The New Frontier
● Main feature is a 3 km long phosphate-bearing corridor identified by drilling
● 4,500-m drill program completed
● 25,000-m drill program underway, aiming at a 43-101 resource estimate in Q3 2024
● Discovery of the Mountain Zone by sampling, 14/26 samples returned >10% P2O5

NORTHERN ZONE

● Identified at least 4- 5 phosphate layers

Drilling
with a thickness of up to 100m x 300m
grading up to 10% phosphate. Area

MOUNTAIN ZONE

● Many layers with high Apatite content

(30%+) up to 80 metres in thickness on
surface. Preliminary results indicate grades
over10% phosphate

SOUTHERN ZONE

● Phosphate layer with 4.5-5.0% P2O5 in

excess of 100 metres thick which could
run for 1.5 km. Also contains thick layers
of higher grade (7-9%) phosphate.

NW ZONE

● New layer discovered in 2023 containing high

grade phosphate (8%) in a 30 m thick layer
with an estimated length of 700 m

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 First Phosphate Catalysts & Milestones

Q1-Q2 Q3-Q4 Q1-Q2 Q3-Q4

2022 2023 2023 2024 2024 2025

✔ Consolidation of over 1,500 km2 ✔ Listing of shares on the ✔ Phosphate concentration pilot ✔ Completion of 25,000 m Further investigation into Investigate potential start
of NSR free phosphate CSE, Canada plant drill program at downstream PPA, iron of mining feasibility study
properties Bégin-Lamarche phosphate and LFP CAM
✔ MoU with Prayon ✔ MoU with Norfalco (Glencore) production in Investigate potential start
✔ MoU with Port of Saguenay for
Technologies including for sulfuric acid supply for ✔ Completed pilot production Saguenay-Lac-St-Jean of downstream processing
industrial lands and deep-sea
phosphate rock offtake PPA production of LFP battery-grade operations
access to global markets.
agreement purified phosphoric acid Mineral Resource Estimate
✔ Completed advanced 43-101 ✔ Completed PEA study for Lac and Preliminary Economic
Mineral Resource Estimate at Lac ✔ Queen’s University LFP à l’Orignal ✔ Signed collaboration Assessment at
à l’Orignal. suitability study completed agreement with Bégin-Lamarche
✔ MoU with American Battery Pekuakamiulnuatsh First
✔ Metallurgical study - Lac à Factory and Ultion Nation
L'Orignal Technologies (46,000 tpa of
LFP CAM) ✔ Phosphorous is added to
✔ Local community the Canadian critical
partnerships (CMAX) and ✔ LOI for USD $170 million of minerals list
Major Project Status financing with EXIM Bank USA

✔ Major new phosphate find ✔ Completed a $7.5 million

confirmed at (275% oversubscribed)
Bégin-Lamarche private placement

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 23

 First Phosphate Key Advantages

● Major North American and European partners and proven providers

✔ Major Phosphate Rock Offtake ✔ On-shoring of 40,000t of LFP CAM ✔ LOI for USD $170 million of financing ✔ Secures supply of sulfuric acid to Port Saguenay
✔ PPA Processing & Technology Transfer ✔ provision of raw materials ✔ Up to 10 year max repayment term ✔ Largest supplier in North America
✔ LFP Cam Production ✔ fully North American supply chain ✔ May be eligible for CTEP program ✔ Key scarce ingredient in the production of PPA

✔ Development of LFP CAM Manufacturing in North America

✔ Qualified existing manufacturing facilities, CAPEX reduction
✔ Complimentary processes, domain knowledge, equipment

● Assembled world class board, management, advisory team

● Manageable mine size near infrastructure. CapEx aimed at value-add

● Important LFP battery related secondary recoveries (iron, iron sulphate, titanium)

● In situ management of most material inputs ✔ Access to suppliers and employees

✔ Potential investment partnership
● Rare opportunity to go from mine to LFP cathode active material together with established partners ✔ Consent and access to industrial lands

● Bluesky land package – includes majority of known phosphate showings in the rare phosphate district

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 24

 Capital Markets Profile
Canadian Securities Exchange (CSE): PHOS
Frankfurt Stock Exchange (FSE): KD0
US OTC: FRSPF
Debt free Ownership

Share Structure Data Management, Insiders,

Associates, Friends &
Public Float Holders Family, High Net Worth,
Share Price (as at July 5, 2024) $0.18/sh
35% Institutions
65%
Market Capitalization (as at July 5, 2024) $14,000,000

Shares Outstanding 74,867,570

Warrants 16 962 924

(5,250,000 @ $0.40, 10,024,495 @ $0.50; 1,607,789 @ $1.25)

Board/Management/Advisory Options, 12,766,498

RSUs

Fully Diluted Shares Outstanding 104,596,992

Deeply invested management and board. Tight

Total Invested Capital to date: $17.5 million share structure

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 25

 Board and Management
CEO and Director - John Passalacqua, Int'l MBA, Chairman - Laurence W. Zeifman, CPA, is an audit
is an international business strategist with over 35 partner of Zeifmans LLP, a mid-sized Toronto public
years of extensive technology and capital markets accounting firm. Larry has four decades of experience
experience. In 1998, John gained the title of a top 50 in public accounting and serves as chair of Nexia
international business strategist on the early internet. Canada, the Canadian division of the eighth largest
He is involved in private and public market planning international accounting network. He is also former
for companies in nascent, visionary industries. John Director of the Ottawa Senators Hockey Club / former
has lived in Quebec and is fluently bilingual. Alternate Governor of the National Hockey League.

Chief Geologist - Gilles Laverdiere, P. Geo, is a CFO and Director - Bennett Kurtz is principal of
geologist with more than 40 years of experience in Kurtz Financial Group. He has experience in financing
mining exploration. Gilles has planned and supervised public companies and taking private companies public.
drilling projects in Quebec and elsewhere. He was Bennett has multi-faceted business experience in
President and CEO of HMZ Metals Inc. Gilles has finance, management, sales, marketing and
served as a senior executive and board member of administrative functions including business analysis,
many public mining companies and is a member of the public business unit segmentation, internal and
Ordre des Géologues du Québec. external analytics.

Armand MacKenzie - VP, Government Relations Independent Director - Marc Branson is president
was raised in traditional Innu territory. He has of CapWest Investments. Throughout his career, Marc
practiced law for 15 years and was chief legal advisor has founded and grown private and public companies in
on land rights for the Innu Nation. He was special multiple sectors including mining, industrials,
advisor/negotiator on the drafting and adoption of the manufacturing, marketing, and consumer electronics.
UN General Assembly Declaration on the Rights of Marc currently serves on a number of public and
Indigenous Peoples. He has negotiated numerous private companies. He provides management and
impact benefit agreements. He has been a mining strategic guidance.
executive for the last 15 years.

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 26

 Management & Advisory Board
Manager, Public Relations - David Dufour, Project Development Manager - Mario Bouchard
B.Sc.A, has 30 years experience in the development, (retired) was Assistant Deputy Minister for Strategic
management of high-growth businesses in Saguenay, Industries and Major Economic Projects at the
Quebec. He has worked as land surveyor, project Ministère de l'Économie et de l'Innovation du Québec.
manager and director of economic development. He He was also Associate Deputy Minister for Energy,
also worked in economic development for the Natural Resources and Finance. Mario was involved in
Government of Quebec. David specializes in the areas major corporate financing by the Québec government,
of eco-responsibility and local governance. the creation of state-owned companies / privatizations.

Senior Advisor - Peter Kent was an international Gary Stanley is former Director of the Office of
broadcast journalist, reporter, producer (CTV, CBC, Critical Minerals and Metals at the U.S. Department of
NBC, Monitor, Global) for four decades. Elected to Commerce. He has 40+ years experience serving
Canadian Parliament in 2008, Peter served in the under every U.S. President from Ronald Reagan to Joe
Department of Foreign Affairs as Minister of State for Biden. Mr. Stanley worked with both public and
the Americas, as Environment Minister. He oversaw private sector stakeholders to strengthen American
improvements to environmental assessment of supply chains and U.S. global competitiveness in
resource projects & their responsible development. critical minerals. He was lead author of the 2019 US
Federal Critical Minerals Strategy.
Isobel Sheldon, OBE, is a 20 year veteran of the Dr. Peir Pufahl, P. Geo, is professor of Earth Science
Lithium Ion battery industry. She was awarded an at Queen’s University, Canada, co-director of the
OBE from HM the Queen for long service to EV battery Queen’s Facility for Isotope Research. He is an
development. She was ranked 37th in OutAtWork top international expert on the geology of phosphorites.
50 LGBT executives in the UK. She has held senior Dr. Pufahl and team have developed state-of-the-art
strategy, technical, business and executive roles with phosphorite exploration models/production strategies.
Britishvolt, UK Battery Industrialisation Centre, Dr. Pufahl is a Fellow of the Society of Economic
Cummins Electrified Power and Johnson Matthey. Geologists and the Geological Society of America.

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 27

 Advisory Board / Industry Partners
Yves Caprara is an international expert in purified Queen’s University - Dr. Sandeep Banerjee has
purified phosphoric acid technology & applications with 16+ years of global experience in the mineralogical
focus on sustainability. He was CEO of Prayon SA, and geochemical study of igneous, sedimentary, and
Europe’s largest producer of food grade phosphoric metamorphic rocks, including phosphorites. Dr.
acid. He operated in Europe, the United States, Banerjee is an expert in applying advanced analytical
Canada, China, India, Brazil and Morocco. Board techniques to understand rock record. Sandeep works
member of the International Fertilizer Association from with the SGS team on providing deep mineralogical
2015-2020. data to inform their advanced extraction techniques.

Ford Nicholson is managing partner of Kepis & Pobe Bernard Lapointe founded Arianne Phosphate in
Financial Group. Over 25 years, Ford has invested in 1997 and was president of the company until 2013.
and provided executive management to multiple Bernard holds a Ph.D. in mineral resources from the
international projects in the traditional energy and University of Quebec at Chicoutimi. Prior to Arianne
renewable energy sectors. Former deputy chairman Phosphate, he was director of the
of the board of InterOil Corporation before its sale to Saguenay-Lac-St-Jean Mining Fund. He currently sits
ExxonMobil. Ford is also a former member of the on the Board of Directors of several public companies
President's council of the International Crisis Group. in the resource and fertilizer sectors.

SGS Canada - Dominique Lascelles. SGS is a Paul Pitman, P. Geo, is a registered professional
leading global technical service provider conducting geologist who has over 50 years’ experience as
precise and accurate testing across numerous exploration geologist, as corporate officer of mining
industries. Dominique is focused on separation and companies and as geological consultant. He is a
recovery of titanium, phosphate and iron found within former director/officer of several junior resource
First Phosphate ores as well as implementation and companies that he founded including three fertilizer
management of the eventual First Phosphate companies: Pueblo Potash Inc., Murdock Mt.
concentration pilot plant. (phosphate) and Boreal Agrominerals (mineral soils).

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 28

 Where is Phosphate Currently Produced?
Phosphate Reserves in Mt

Source: Global Status of Phosphorus, 2016

Peak Phosphorus Curve

Sedimentary Rock
Igneous Rock Source: The
Story of
Phosphorus:
Global Food
Security and
Food for
Thought
(2009)

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 29

 Phosphate Pricing Follows Food and not the Battery Market
● Agricultural need for fertilizer
● Growing Global Population
● Conflicts, Trade Wars, Ethical Supply Concerns
Phosphate (phosphorous) is
● Supply Security and Sourcing
● Barriers to Entry on Mining and Refinement
designated as a critical mineral by the
● Responsibility, carbon and Environmental Considerations Quebec and Canadian governments.
● Clean supply issues with heavy metals & gypsum piles
● Small amount of clean igneous reserves
● Critical Mineral Lists (European Union, Ontario)

Projected Phosphate Demand to 2100 US Phosphate Rock Production

Source: Journal of Environmental Radioactivity: 2022

Source: US Geological Survey: 1900-2015

009
CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 30
 Over 90% of LFP Batteries Are Currently Made in China

Leading Global LFP Manufacturers:

● CATL (China)
● BYD (China)
● Panasonic (Japan)
● LGES (South Korea)
● SK Innovation (South Korea)

Sources:

$ https://www.saurenergy.com/ev-storage/the-top-5-ev-battery-manufacturers-in-the-world
$
49.9 https://insideevs.com/news/559579/west-needs-lfp-battery-capacity

Source: Benchmark Mineral Intelligence 2022 | October 2022 Cathode Assessment

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 31

 Domestic North American LFP Supply Required Urgently

“The low abundance of sulfide gangue minerals suggests that the environmental risks of
acid mine drainage from tailings would be minimal. Such low concentrations of deleterious
trace elements and sulfide minerals make the Lac à l'Orignal deposit an attractive and
highly probable, responsibly compliant source of North American P for the LFP battery
industry.”

“At least 85% of the world’s phosphate reserve base resides in North Africa and the
Middle East. This phosphatic region is composed entirely of sedimentary phosphorite and is
US Inflation Reduction
therefore not ideally suited for the LFP battery market. The First Phosphate deposit is a
Act North American EV
strategically located North American igneous occurrence that is not directly in competition
Battery Content
with fertilizer companies for P2O5. Only ~5% of the global phosphate reserve base is
Requirements:
hosted in igneous rocks, which are more desirable for the LFP market because they can
contain fewer deleterious trace elements.”

40% in 2023. Increasing

gradually to 80% in 2026. Dr. Peir K. Pufahl, P.Geo.
Professor, Queen’s University
Co-Director, Queen’s Facility for Isotope Research
Member, First Phosphate Corp, Advisory Board

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 32

 Method of Producing Purified Phosphoric Acid Matters

Thermal Process – Sedimentary Rock Wet Process – Sedimentary Rock Wet Process – Igneous Rock

Large % of Large % of Small % of Small % of Large % of

Purified Phosphoric Merchant Grade Purified Phosphoric Merchant Grade Purified Phosphoric
Acid (PPA) for LFP Phosphoric Acid Acid (PPA) for LFP Phosphoric Acid Acid (PPA) for LFP
Battery (MGA) for Fertilizer Battery (MGA) for Fertilizer Battery

Partial Source: Battery Metal Review 2022

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 33

 Igneous Rock Phosphate Resolves Radioactive Gypsum Issue

Sedimentary Rock Creates Gypsum Slag Piles Igneous Rock Facilitates Circular Economy

Only Igneous Phosphate rock can meet full

The current method of producing
responsibility rigours of the LFP battery
phosphoric acid creates large gypsum slag
industry.
piles with remaining radioactivity. This is
Agriculture
not consistent with responsibility
Gypsum produced is non-radioactive and it can
requirements around LFP grade purified be recycled into the circular economy into the
phosphoric acid. Such practice is, in fact, agriculture, cement or construction industry.
no longer supported in Europe. Cement

Moreover, up to 90% of igneous rock feedstock

Moreover, only a small percentage of can be converted to LFP grade purified

phosphoric acid.
sedimentary rock feedstock can be
converted to LFP grade purified Plaster

phosphoric acid at reasonable cost and

without responsibility incompatible
residual waste issues.
Rapidwall Rapidseal

009
CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 34
 How Much Phosphate in an LFP Battery?

LFP Inputs LFP Powder (LiFePO4) LFP Battery

Source: https://www.allaboutcircuits.com

Purified Phosphoric Acid (H3PO4): 28% Phosphate (PO4): 61%

By 2030, the North American LFP
Iron Sulphate (FeSO4): 62% Iron (Fe): 35% Battery Industry will require over 35%
more purified phosphoric acid to produce
Lithium Hydroxide (LiOH): 10% Lithium (Li): 4%
LFP batteries to satisfy EV industry
needs alone. Source: DeauVision Srl

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 35

 LFP Cathode Active Material Production - Traditional Method
Purified Phosphoric Acid

H3PO4 Lithium Phosphate

Carbon
+ Li3PO4 Source
Lithium Iron Phosphate (LFP)
LiOH or
Li2CO3 H2O or CO2 Li3PO4 + Electric
FePO4 + LiFePO4
Lithium Hydroxide or Carbonate Carbon Source Furnace
Purified Phosphoric Acid Mixing Milling Calcination at 1000°C

H3PO4 Iron Phosphate

+ FePO4
FeSO4
Iron Sulfate H2 O

SO4−

Electrical Consumption
CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 36
 LFP Cathode Active Material Production - Newer Methods

Reactor Vessel Carbon

LiOH Source
Lithium Hydroxide

FeSO4 LiFePO4
Synthesis Electric
Wet Milling Drying Mixing
Iron Sulfate
Furnace
Calcination at 1000°C
H3PO4
Purified Phosphoric Acid
H2 O

SO4−

Electrical Consumption
CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 37
 Phosphate Public Company Comparables
North
High Purity LFP Battery
Symbol Exchange Name Phosphate Deposit Location American
Igneous Focused
Source
PHOS CSE First Phosphate Corp. Saguenay (Quebec) Yes Yes Yes

AEV ASX Avenira Ltd. Wonarah (Australia) No Partially No

DAN TSXV Arianne Phosphate Inc. Lac-a-Paul (Quebec) Yes Partially Yes

FOX CSE Fox River Resources Corp Martison (Ontario) Yes No Yes

ICL NYSE ICL Group Ltd Israel No Partially No

IFOS TSXV Itafos Farim (Guinea), Santana (Brazil), Conda (Idaho) No No Yes

KRPZ AIM Kropz PLC Elandsfontein (S. Africa), Hinda (R.Congo) No No No

LRA TSXV Lara Exploration Ltd. Bhaia Inglesa (Chile) No No No

MNB ASX Minbos Resources Ltd. Cabinda (Congo) No No No

MOS NYSE Mosaic USA No No Yes

NTR TSX Nutrien Ltd. USA No No Yes

YAR OL Yara International ASA Siilinjärvi (Finland) Yes No No

NZP TSXV Chatham Rock Phosphate Chatham Rise (New Zealand), Korella (Australia) Partially No No

RVG TSXV Revival Gold Inc. Diamond Mountain (Utah) No No Yes

FTZ ASX Fertoz Fernie (Alberta), Wapiti (British Columbia) No No Yes

CSM ASX Centrex Ltd. Ardmore (Australia) No No No

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 38

 Appendix I - Bégin-Lamarche Property Area

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 39

 Appendix II - Lac à l’Orignal Property Area
Lac à l'Orignal
● Focus of 43-101, Metallurgy, PEA CH-300
● Drilled grades up to 17.9%. ● Free of all Net Smelter Royalties ● Surface sample assayed at 5.0% P2O5
● Average grade of 5.2% ● 3 other showings within radius of 1 km
● 1500 m long by 250 m wide and up to 100 m thick ● Oxide-rich favorable rock unit
● 56 holes drilled for a total of 7110 m
CH-396 (Lac Périgny Sud-Est)
● Surface sample returned 5.5% P2O5
Mirepoix ● Massive oxides typical of other deposits
● Previously shallow drilled only ● Unworked since discovery in 2001
● Drill return of 4.1% P2O5 over 18.8 m
CH-387
● Surface showing of 7.5% P2O5 over 2 m
● Oxide-rich rock similar to Lac à l'Orignal
● 27 holes drilled for a total of 910 m
● Similar rock type to Lac à l'Orignal
Lac Vanel
● Not assayed to date
● Dril return of 3.6% P2O over 144 m
● 6 holes drilled for a total of 756 m CH-343
● Surface sample assayed at 7.4% P2O5
L’Étang & Area ● Massive oxides unit a few meters wide
● West of Lac à l'Orignal ● Unworked since discovery in 2001
● Oxide-rich rock similar to Lac à l'Orignal
● Host rock similar to Lac à l'Orignal
Willie
La Hache-Est Intrusive Rock Outskirts
● Surface samples at 4.0% to 6.0% P2O5
● Environmentally protected ● Staked extremities of large intrusive rock
● Complex 1600 m long by 25 m wide
● No exploration permitted where oxide-rich rock found
● Oxide-rich rock
● 20.3 million tonnes at 5.2% P2O5 ● Magnetic signature similar to Lac à l'Orignal
● Remains undrilled

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 40

Thank you.

John Passalacqua, CEO john@firstphosphate.com

Armand Mackenzie, Vice President armand@firstphosphate.com

David Dufour, Public Relations david@firstphosphate.com

Mario Bouchard, Project Development mario@firstphosphate.com

Bennett Kurtz, CFO bennett@firstphosphate.com

www.FirstPhosphate.com

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 41

 Statutory Rights of Rescission
Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering memorandum or any amendment to it contains a misrepresentation. A “misrepresentation” is an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading or false in the light of the circumstances in which it was made.

These remedies must be commenced by the purchaser within the time limits prescribed and are subject to the defences contained in the applicable securities legislation. Each purchaser should refer to the provisions of the applicable securities laws for the particulars of these rights or
consult with a legal advisor.

The following rights are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defences contained therein. The following summaries
are subject to the express provisions of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions.

Ontario Investors

Under Ontario securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer or any selling
security holder if the offering memorandum contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the
facts giving rise to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the
right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown
to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven
to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

These rights are not available for a purchaser that is (a) a Canadian financial institution or a Schedule III Bank (each as defined in National Instrument 45-106 – Prospectus Exemptions), (b) the Business Development Bank of Canada incorporated under the Business Development
Bank of Canada Act (Canada), or (c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Not all defences upon which an issuer, selling security holder or others may
rely are described herein. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Alberta, British Columbia and Quebec

By purchasing securities offered in connection with this presentation, purchasers in Alberta, British Columbia and Quebec are not entitled to the statutory rights described above. In consideration of their purchase of the securities offered in connection with this presentation and upon
accepting a purchase confirmation in respect thereof, these purchasers are hereby granted a contractual right of action for damages or rescission that is substantially the same as the statutory right of action provided to residents of Ontario who purchase the securities offered in
connection with this presentation.

Manitoba Investors

If an offering memorandum or any amendment thereto, sent or delivered to a purchaser contains a misrepresentation, the purchaser who purchases the security is deemed to have relied on the misrepresentation if it was a misrepresentation at the time of the purchase and has a
statutory right of action for damages against the issuer, every director of the issuer at the date of the offering memorandum, and every person or company who signed the offering memorandum. Alternatively, the purchaser may elect to exercise a statutory right of rescission against the
issuer, in which case the purchaser will have no right of action for damages against any of the aforementioned persons.

No action shall be commenced to enforce any of the foregoing rights more than: (a) in the case of an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action, or (b) in the case of an action for damages, the earlier of (i) 180 days after the
purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) two years after the date of the transaction that gave rise to the cause of action.

Securities legislation in Manitoba provides a number of limitations and defences to such actions, including:

1. in an action for rescission or damages, no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;

2. in an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and

3. in no case will the amount recoverable under the right of action described above exceed the price at which the securities were offered under the offering memorandum.

CSE:PHOS | FSE: KD0 | OTC : FRSPF confidential 42

 Statutory Rights of Rescission
Saskatchewan Investors

Under Saskatchewan securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages against the issuer, every director and promoter of the issuer or any selling
security holder as of the date of the offering memorandum, every person or company whose consent has been filed under the offering memorandum, every person or company that signed the offering memorandum or the amendment to the offering memorandum and every person
or company who sells the securities on behalf of the issuer or selling security holder under the offering memorandum, or while still the owner of the securities, for rescission against the issuer or selling security holder if the offering memorandum contains a misrepresentation without
regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which
payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for
damages against the issuer or the others listed above. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the
misrepresentation, the issuer and the others listed above will have no liability. In the case of an action for damages, the issuer and the others listed above will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities
as a result of the misrepresentation relied upon.

Other defences in Saskatchewan legislation include that no person or company, other than the issuer, will be liable if the person or company proves that (a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or
consent and that, on becoming aware of it being sent or delivered, that person or company immediately gave reasonable general notice that it was so sent or delivered, or (b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the
authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum
or any amendment to it did not fairly represent the report, opinion or statement of the expert.

No person or company, other than the issuer, is liable for any part of the offering memorandum or the amendment to the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement
of an expert, unless the person or company (a) failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (b) believed there had been a misrepresentation.

Similar rights of action for damages and rescission are provided in Saskatchewan legislation in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Saskatchewan legislation also provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the
security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.

No person or company, other than the issuer, is liable for any part of the offering memorandum or the amendment to the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement
of an expert, unless the person or company (a) failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (b) believed there had been a misrepresentation.

Similar rights of action for damages and rescission are provided in Saskatchewan legislation in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Saskatchewan legislation also provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the
security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.

In addition, Saskatchewan legislation provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold by a vendor who is trading in Saskatchewan in contravention
of Saskatchewan securities legislation, regulations or a decision of the Financial and Consumer Affairs Authority of Saskatchewan.

The Saskatchewan legislation also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to
purchase the securities, as required by the Saskatchewan legislation.

A purchaser who receives an amended offering memorandum has the right to withdraw from the agreement to purchase the securities by delivering a notice to the issuer or selling security holder within two business days of receiving the amended offering memorandum.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Saskatchewan purchaser. The foregoing is a summary of the rights available to a Saskatchewan purchaser. Not all defences upon which an issuer or others may rely are
described herein. Saskatchewan purchasers should refer to the complete text of the relevant statutory provisions.

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 Statutory Rights of Rescission

New Brunswick Investors

Under New Brunswick securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer
and any selling security holder in the event that the offering memorandum, or a document incorporated by reference in or deemed incorporated into the offering memorandum, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation.
The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the securities. The right of action for
rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In
no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no
liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to a New Brunswick purchaser. The foregoing is a summary of the rights available to a New Brunswick purchaser. Not all defences upon which an issuer, selling security
holder or others may rely are described herein. New Brunswick purchasers should refer to the complete text of the relevant statutory provisions.

Nova Scotia Investors

Under Nova Scotia securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages against the issuer or other seller and the directors of the issuer as of the date
the offering memorandum, or while still the owner of the securities, for rescission against the issuer or other seller if the offering memorandum, or a document incorporated by reference in or deemed incorporated into the offering memorandum, contains a misrepresentation without
regard to whether the purchasers relied on the misrepresentation. The right of action for damages or rescission is exercisable not later than 120 days from the date on which payment is made for the securities or after the date on which the initial payment for the securities was made
where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages
against the issuer or other seller or the directors of the issuer. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the
misrepresentation, the issuer or other seller and the directors of the issuer will have no liability. In the case of an action for damages, the issuer or other seller and the directors of the issuer will not be liable for all or any portion of the damages that are proven to not represent the
depreciation in value of the securities as a result of the misrepresentation relied upon.

In addition, a person or company, other than the issuer, is not liable with respect to any part of the offering memorandum or any amendment to the offering memorandum not purporting (a) to be made on the authority of an expert or (b) to be a copy of, or an extract from, a report,
opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or (ii) believed that there had been a misrepresentation.

A person or company, other than the issuer, will not be liable if that person or company proves that (a) the offering memorandum or any amendment to the offering memorandum was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and
that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent, (b) after delivery of the offering memorandum or any amendment to the offering memorandum and before
the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the offering memorandum or any amendment to the offering memorandum, the person or company withdrew the person’s or company’s consent to the offering memorandum or any
amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason for it, or (c) with respect to any part of the offering memorandum or any amendment to the offering memorandum purporting (i) to be made on the authority of an expert,
or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of the offering memorandum or any
amendment to the offering memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Nova Scotia purchaser. The foregoing is a summary of the rights available to a Nova Scotia purchaser. Not all defences upon which an issuer or other seller or others
may rely are described herein. Nova Scotia purchasers should refer to the complete text of the relevant statutory provisions.

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 Statutory Rights of Rescission

Prince Edward Island Investors

If an offering memorandum, together with any amendment thereto, is delivered to a purchaser and the offering memorandum, or any amendment thereto, contains a misrepresentation, a purchaser has, without regard to whether the purchaser relied on the misrepresentation, a
statutory right of action for damages against (a) the issuer, (b) subject to certain additional defences, against every director of the issuer at the date of the offering memorandum and (c) every person or company who signed the offering memorandum, but may elect to exercise the
right of rescission against the issuer (in which case the purchaser shall have no right of action for damages against the aforementioned persons or company).

No action shall be commenced to enforce the right of action discussed above more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action for damages, the earlier of: (i) 180 days
after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action.

Securities legislation in Prince Edward Island provides a number of limitations and defences to such actions, including:

1. no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;

2. in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and

3. in no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were offered under the offering memorandum, or any amendment thereto.

Newfoundland and Labrador Purchasers

If an offering memorandum, together with any amendment thereto, contains a misrepresentation, a purchaser has, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against (a) the issuer, (b) subject to certain additional
defences, against every director of the issuer at the date of the offering memorandum and (c) every person who signed the offering memorandum, but may elect to exercise the right of rescission against the issuer (in which case the purchaser shall have no right of action for
damages against the aforementioned persons).

No action shall be commenced to enforce the right of action discussed above more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action for damages, the earlier of: (i) 180 days
after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action. Securities legislation in Newfoundland and Labrador provides a number of limitations and defences to such
actions, including:

1. no person will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;

2. in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and

3. in no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were offered under the offering memorandum, or any amendment thereto.

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