First Phosphate Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

OR

For the fiscal year ended February 29, 2024

OR

OR

Commission file number: 000-54260

First Phosphate Corp.

(Exact name of Registrant as specified in its charter)

British Columbia

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices) Bennett Kurtz 1055 West Georgia Street 1500 Royal Centre, P.O. Box 11117 Vancouver, British Columbia V6E 4N7 (416) 200-0657

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: N/A

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of February 29, 2024:73,786,772

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

TABLE OF CONTENTS

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INTRODUCTION AND USE OF CERTAIN TERMS

In this Form 20-F, the terms “we”, “our”, “us”, the “Company”, “Corporation” and “First Phosphate” refer, unless the context requires otherwise, to First Phosphate Corp, and its predecessor corporations. All capitalized terms not otherwise defined have the meanings ascribed to them in the “Commonly Used Defined Terms” section.

METRIC EQUIVALENTS

In this Form 20-F, metric units are used with respect to the Corporation’s various mineral properties and operations:

CURRENCY

All amounts are expressed in Canadian dollars unless otherwise stated.

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this Form 20-F to:

**“ABF”**means American Battery Factory Inc. of Utah, USA;

**“Acceleration Right”**means the right of the Company to elect to accelerate the expiry date of the 2025 Warrants in the event that the volume weighted average trading price of the Common Shares on any recognized stock exchange equals or exceeds $0.80 for any five (5) consecutive trading days, in which case if the Company elects to accelerate the 2025 Warrants they will expire thirty (30) days after the date that the Company issues a press release triggering the Acceleration Right;

“Accelerated Expiry” means the right of the Company to elect to accelerate the expiry date of the April 2023 Warrants in the event that the volume weighted average trading price of the Company’s Common Shares on any recognized stock exchange equals or exceeds $2.00 for any five (5) consecutive trading days, in which case if the Company elects to accelerate the April 2023 Warrants they will expire thirty (30) days after the date that the Company issues a press release triggering the Accelerated Expiry;

“Additional Mineral Claims Agreement” means the agreement governing the Company’s acquisition of 13 additional mineral claims in the Bégin-Lamarche claim block representing approximately 612 ha. in the region of Saguenay-Lac-St-Jean, Quebec, for the consideration of $22,825 to be satisfied through the issuance of 27,173 Common Shares of at a price of $0.84 per Share;

**“ACTO”**means the cease trade order against the Company by the ASC on October 16, 2013;

**“April 2023 FT Units”**flow-through units issued by the Company as part of the April 2023 Private Placement, each April 2023 FT Unit consists of (i) one flow-through Common Share; and (ii) one half of one April 2023 Warrant;

**“April 2023 HD Units”**hard dollar units issued by the Company as part of the April 2023 Private Placement, each HD Unit consists of (i) one Common Share; and (ii) one half of one April 2023 Warrant;

“April 2023 Private Placement” means the private placement financing that the Company completed on April 25, 2023 for aggregate gross proceeds of $2,339,152;

**“April 2023 Warrant”**each whole April 2023 Warrant is exercisable for one Common Share at a price of $1.25 until 36 months from the date such April 2023 Warrant was issued, subject to the Accelerated Expiry;

“Annual Report” or**“20-F”** or “Form 20-F” means this annual report of the Company filed on Form 20-F;

**“ASC”**means Alberta Securities Commission;

**“Audit Committee”**has the meaning ascribed to it in National Instrument 52-110 –Audit Committees;

“August 2022 Private Placement” means the private placement financing that the Company completed on August 23, 2022 for aggregate gross proceeds of $2,157,250;

**“BCBCA”**meansBusiness Corporations Act (British Columbia);

**“BCCTO”**means the cease trade order issued by the British Columbia Securities Commission against the Company on July 17, 2013;

**“BCSC”**means British Columbia Securities Commission;

“Bégin-Lamarche Property” means the Bégin-Lamarche phosphate project;

“beneficial owner” has the meaning ascribed to it in Form 20-F;

“Bluesky Agreement” has the meaning ascribed to it in “Properties – Bluesky”;

**“Board of Directors” or “Board”**means the Company’s board of directors;

“CAM” means cathode active material;

“Collaboration Agreement” means the collaboration agreement entered into on April 9, 2024 between First Phosphate and the Pekuakamiulnuatsh First Nation of Mashteuiatsh, Quebec with respect to First Phosphate’s proposed phosphate mine and LFP CAM plant.

“Common Shares” means the common shares in the capital of the Company;

**“Company”**means First Phosphate Corp., a company formed under the laws of the province of British Columbia;

“Compensation Committee” means the Compensation Committee of the Company formed by the board of directors;

“Compensation Warrants” means the warrants to purchase Common Shares issued to certain finders in connection with the August 2022 Private Placement. The Compensation Warrants are exercisable at a price of $0.25 per Common Share, for a period of 24 months from the closing of the August 2022 Private Placement;

“Concurrent Financing” means the financing that the Company completed on December 1, 2022, December 22, 2022, December 30, 2022, January 17, 2023 and February 15, 2023 for aggregate gross proceeds of $4,454,651;

**“Consolidation”**has the meaning ascribed to it in the Section “Information on the Company, History and Development of the Company”;

“Credit Agreement” means the credit agreement dated December 29, 2023 to establish a secured revolving credit facility of $2,100,000, to be advanced in installments, entered into between the Company and certain directors of the Company;

“Credit Warrants” mean the warrants issued to certain directors under the terms of the Credit Agreement. Each Credit Warrant is exercisable for one Common Share at an exercise price of $0.40 per Common Share until 5 years after the date of the Credit Agreement;

**“CSE”**means the Canadian Securities Exchange;

“Dallaire Option” has the meaning ascribed to it in “Information on the Company –Property, Plants and Equipment”;

“Escrow Agent” Computershare Investor Services Inc.;

“Escrow Agreement” means the agreement between certain Shareholders of the Company and the Escrow Agent dated February 15, 2023;

“Escrowed Person” means each person other than the Company and the Escrow Agent who is a party to the Escrow Agreement;

“Escrowed Securities” means the securities of the Company subject to the Escrow Agreement;

**“Financial Statements”**means the financial statements of the Company prepared using IFRS and available on SEDAR+;

“First Phosphate” means the Company;

**“Finder Warrants”**means non-transferrable warrants, each exercisable for one Common Share at a price of $0.50 until December 31, 2025, subject to the Acceleration Right;

“FSEmeans the Frankfurt Stock Exchange;

**“FT Units”**flow-through units issued by the Company as part of the Concurrent Financing, each FT Unit consists of (i) one flow-through Common Share; and (ii) one half of one 2025 Warrant;

“Glen Eagle” means Glen Eagle Resources Inc., an arm’s length TSX Venture Exchange listed company that the Company entered into the Mineral Option Agreement with;

**“HD Units”**hard dollar units issued by the Company as part of the Concurrent Financing, each HD Unit consists of (i) one Common Share; and (ii) one half of one 2025 Warrant;

“IFRS” means International Financial Reporting Standards;

“IPL” means Integrals Power Limited of Milton Keynes, United Kingdom;

“January 2024 Acceleration Right” means the right of the Company to accelerate the expiry date of the January 2024 Unit Warrants and January 2024 Compensation Warrants in the event that the volume weighted average trading price of the Common Shares on any recognized stock exchange equals or exceeds $0.80 on the CSE for any five (5) consecutive trading days, in which case if the Company elects to accelerate the January 2024 Unit Warrants and the January 2024 Compensation Warrants they will expire thirty (30) days after the date that the Company issues a press release triggering the January 2024 Acceleration Right;

“January 2024 Compensation Share” means a Common Share issued in lieu of cash finder’s fees in connection with the January 2024 Private Placement”;

“January 2024 Compensation Warrant” means a warrant of the Company issued to eligible finders entitling the holder to purchase one Common Share at an exercise price of $0.50 until December 31, 2025 subject to the January 2024 Acceleration Right;

“January 2024 FT Shares” means a flow through common share of the Company issued at a price of $0.50 per flow-through common share of the Company;

“January 2024 HD Unit” means unit issued at a price of $0.40 per unit with each unit comprised of: (i) one Common Share and (ii) one half of one January 2024 Units Warrant;

“January 2024 Unit Warrant” means a warrant exercisable for one Common Share at a price of $0.50 per Common Share until December 31, 2025, subject to the January 2024 Acceleration Right;

“January 2024 Private Placement” means the private placement financing that the Company completed in three tranches closing December 22, 2023, December 29, 2023 and January 19, 2024 for aggregate gross proceeds of $8,223,475;

“June 2022 Private Placement” Means the financing the Company completed on June 28, 2022 where the Company issued 19,300,000 Common Shares at a price of $0.02 per share for aggregate gross proceeds of $386,000;

“LFMP” means lithium iron manganese phosphate;

“LFP” means lithium iron phosphate;

“LFP Battery” means lithium iron phosphate battery;

“LFP CAM” means lithium iron phosphate-based cathode active material;

“Listing” means the listing of the Common Shares of the Company for trading on the CSE;

“Listing Date” means the date of the bulletin issued by the CSE evidencing final CSE acceptance of the application for Listing;

“LMFP” means lithium manganese iron phosphate;

“Loan Agreement” means the loan agreement between Loomac Management Ltd. and the Company on January 8, 2021 pursuant to which the Company borrowed $10,000 to be used to pay expenses for the revival of the Company;

**“Loan”**means the funds advanced to the Company under the Loan Agreement;

**“Loomac”**means Loomac Management Ltd.;

“MD&A” means management’s discussion and analysis;

“Mineral Option Agreement” means the agreement with the optionor entered into on June 17, 2022 with respect to the payment of a 1% net-smelter royalty;

“Mineral Reserves” has the meaning ascribed to it in the Technical Report;

“Mineral Resources” has the meaning ascribed to it in the Technical Report;

**“NEO”**means Named Executive Officer as defined in NI 51-102;

“NI 43-101” means National Instrument 43-101, Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators;

**“NI 51-102”**means National Instrument 51-102 –Continuous Disclosure Obligations;

**“NI 52-110”**means National Instrument 52-110 –Audit Committees;

**“NSR”**means net-smelter royalty;

“Omnibus Plan” means the omnibus equity incentive plan adopted by the Company’s Board on July 26, 2023;

“Option” means an option to purchase a Common Share;

“OTC Pink Market” means the OTC Pink Market of OTC Markets Group, Inc.

“OTCQB” means the OTCQB market of OTC Markets Group, Inc.

“Partial Revocation Order” means the partial revocation order issued by the BCSC on December 16, 2020;

“PEA” means Preliminary Economic Assessment;

“Person” means any individual, firm, partnership, limited partnership, limited liability company or partnership, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar extended meaning;

“PPA” means purified phosphoric acid;

“Pre-Consolidation Shares” means the common shares in the capital of the Company prior to the Consolidation;

**“Lac à l’Orignal Property”**or the “Property” means the Lac à l’Orignal phosphate project;

“Qualified Person” means Antoine Yassa, P. Geo, registered geologist of 3602 Rang des Cavaliers, Rouyn-Noranda, J0Z 1Y2;

“RSU” means restricted share units;

“RSU Plan” means the restricted share unit plan ratified and approved by Shareholders on August 25, 2022;

“Shareholder” means a holder of Common Shares in the capital of the Company;

“Technical Report Summary” means the Technical Report Summary, dated June 23, 2023 (incorporated by reference from the Company’s Registration Statement on Form 20-F, as filed with the SEC on March 12, 2024).

**“Variation Order”**means the variation order issued by the ASC on December 16, 2020; and

“Warrant” means a warrant to purchase a Common Share of the Company.

INTRODUCTION

First Phosphate Corp. was incorporated under theBusiness Corporations Act (British Columbia) on September 18, 2006 under the name of Etna Resources Inc. On January 20, 2010, Etna Resources Inc. changed its name to Pan American Lithium Corp. On September 23, 2011, Pan American Lithium Corp. authorized a class of preferred shares without par value and allowed for the issuance of an unlimited number of preferred shares without value. On November 26, 2012, Pan American Lithium Corp. changed its name to First Potash Corp. On June 29, 2022, First Potash Corp. changed its name to First Phosphate Corp.

We are a mineral development company fully dedicated to extracting and purifying phosphate for the production of cathode active material for the LFP Battery industry. We are committed to producing at high purity level and with low anticipated carbon footprint. We plan 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. We hold over 1,500 sq. km of royalty-free district-scale land claims in the Saguenay-Lac-St-Jean Region of Quebec, Canada that we are actively developing. Our properties consist of rare anorthosite igneous phosphate rock that generally yields high purity phosphate material devoid of high concentrations of harmful elements.

The Common Shares are listed for trading on the CSE under the trading symbol “PHOS”, on the OTC Pink Market under the trading symbol “FRSPF”, and on the FSE under the trading symbol “KD0.”

First Phosphate is a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our financial statements appearing in this Annual Report are prepared in Canadian dollars and in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”), as described in Note 3 to the financial statements as at February 29, 2024, February 28, 2023 and February 28, 2022 and for the years then ended. The unaudited condensed interim financial statements as at August 31, 2023 and 2022 and for the six months then ended have been prepared in accordance with International Accounting Standard (“IAS”) 34,Interim Financial Reporting, as issued by the IASB. All references in this Annual Report to “dollars” or “$” are to Canadian dollars.

The following table sets forth the rate of exchange for the USD expressed in CAD in effect on the last business day of the year indicated based on the posted Bank of Canada exchange rates.

The daily average exchange rate on July 5, 2024, as reported by the Bank of Canada for the conversion of USD into CDN was USD$1.00 equals CDN$1.3633 (CDN$1.00 equals USD$0.7335).

Statements made in this Annual Report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we file any of these documents as an exhibit to this Annual Report, you may read the document itself for a complete description of its terms.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this Form 20-F 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 Form 20-F or other reports and filings with applicable securities regulations. The Company cautions that such list of factors is not exhaustive, and that, when relying on forward-looking information to make decisions with respect to the Company, readers should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking information. 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 of the United States and Canada. Investors are cautioned against attributing undue certainty to forward-looking statements.

Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading “Item 3.D. Risk Factors”. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included in this Form 20-F, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.