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First Phosphate Corp. – ‘20FR12G’ on 12/15/23 – ‘EX-4.5’

On:  Friday, 12/15/23, at 11:10am ET   ·   Accession #:  1753926-23-1580   ·   File #:  0-54260

Previous ‘20FR12G’:  None   ·   Next:  ‘20FR12G’ on 3/12/24   ·   Latest:  ‘20FR12G/A’ on 4/18/24   ·   1 Reference:  By:  First Phosphate Corp. – Latest ‘20FR12G/A’ on 4/18/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/15/23  First Phosphate Corp.             20FR12G               20:23M                                    Genesis Filings LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20FR12G     Registration Statement by a Foreign Non-Canadian    HTML   1.92M 
                Issuer                                                           
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    639K 
 3: EX-1.2      Underwriting Agreement or Conflict Minerals Report  HTML      9K 
 4: EX-1.3      Underwriting Agreement or Conflict Minerals Report  HTML    437K 
 5: EX-1.4      Underwriting Agreement or Conflict Minerals Report  HTML   1.10M 
 6: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    436K 
15: EX-4.10     Instrument Defining the Rights of Security Holders  HTML    326K 
16: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     82K 
17: EX-4.12     Instrument Defining the Rights of Security Holders  HTML     82K 
 7: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     55K 
 8: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    485K 
 9: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    494K 
10: EX-4.5      Instrument Defining the Rights of Security Holders  HTML    470K 
11: EX-4.6      Instrument Defining the Rights of Security Holders  HTML    507K 
12: EX-4.7      Instrument Defining the Rights of Security Holders  HTML    144K 
13: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     47K 
14: EX-4.9      Instrument Defining the Rights of Security Holders  HTML    221K 
20: EX-17.1     Correspondence re: Departure of a Director          HTML   4.28M 
18: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     10K 
19: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     12K 

Exhibit 4.5

FIRST PHOSPHATE CORP.

PRIVATE PLACEMENT OF FLOW-THROUGH UNITS

SUBSCRIPTION AGREEMENT

INSTRUCTIONS

METHOD OF PAYMENT

Provide payment of the purchase price in Canadian dollars by wire transfer to First Phosphate Corp. at:

SUBSCRIPTION FOR FLOW-THROUGH UNITS

TO: First Phosphate Corp. (the “Corporation”)

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of flow-through units of the Corporation set forth below (each, a “Flow-Through Unit”) at a price of $0.80 per Flow-Through Unit, for the aggregate subscription price set forth below, upon and subject to the terms and conditions set forth in Schedule A - “Terms and Conditions of Subscription” attached hereto (together with this page and the attached Exhibits and Schedules, the “Subscription Agreement”) which are summarized in the term sheet a copy of which is attached hereto as Exhibit 4 (the “Term Sheet”). Each Flow-Through Unit shall consist of (i) one common share in the capital of the Corporation to be issued as a “flow-through share” (each a “Flow-Through Share”), and (ii) one half of one common share purchase warrant of the Corporation (each whole, a “Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one common share (each a “Warrant Share”) in the capital of the Corporation at a price of $1.25 for 36 months following the Closing Date (as defined herein).

ACCEPTANCE: The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.

_________________________, 2023

FIRST PHOSPHATE CORP.

EXHIBIT 1

PARTICULARS OF THE SUBSCRIBER FORM

FOR A DEFINITION OF CERTAIN TERMS USED HEREIN, PLEASE REFER TO THE SCHEDULE B – DEFINITIONS.

EXHIBIT 2

REPRESENTATION LETTER FOR ACCREDITED INVESTORS

TO: First Phosphate Corp. (the “Corporation”)

In connection with the subscription for securities by the undersigned subscriber or, if applicable, the disclosed principal on whose behalf the undersigned is purchasing as agent (the “Subscriber”), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

Dated: _________________________, 2023

IMPORTANT: PLEASE INITIAL THE CATEGORY OR CATEGORIES
IN APPENDIX A ON THE NEXT PAGE THAT DESCRIBES YOU 

The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in the Subscription Agreement or in this this Representation Letter which takes place prior to the Closing.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority or regulator and acknowledges that such information is made available to the public under applicable legislation.

APPENDIX A

TO EXHIBIT 2

NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW.

Accredited Investor means:

All monetary references are in Canadian dollars.

The Corporation may follow up with the Subscriber in order to verify their accredited investor status by obtaining further information in order satisfy the Corporation’s obligations under applicable securities laws.

The value of the Subscriber’s personal residence or other real estate is not included in the calculations of financial assets. These financial assets are generally liquid or relatively easy to liquidate.

FOR A DEFINITION OF CERTAIN TERMS USED HEREIN, PLEASE REFER TO THE

SCHEDULE B – DEFINITIONS.

APPENDIX A1

INDIVIDUAL ACCREDITED INVESTOR

RISK ACKNOWLEDGEMENT FORM

APPENDIX A2

INDIVIDUAL ACCREDITED INVESTOR QUESTIONNAIRE

THIS APPENDIX A2 IS TO BE COMPLETED BY ACCREDITED INVESTORS WHO ARE INDIVIDUALS SUBSCRIBING UNDER CATEGORIES (J), (K) OR (L) IN OF THE DEFINITION OF “ACCREDITED INVESTOR”.

Unless otherwise defined, all capitalized terms not otherwise defined in this Appendix A2 shall have the meaning ascribed to such terms in the Subscription Agreement to which this Appendix is attached.

I understand that in order to be accepted as an “accredited investor” under categories (j), (k) OR (l) of the definition of “accredited investor” in National Instrument 45-106, I must satisfy certain of the following criteria. The undersigned hereby represents and warrants to the Corporation as follows:

1. Personal Data.

Name:_______________________________________________________________________________

Telephone:___________________________________________________________________________

Residence Address:________________________________________________________________________

3.       Net income test. Please answer the following questions concerning your net income (see definition above) by marking the appropriate box.

3.1 My annual net income before taxes (all sources) for the applicable periods of time are set out below. Please tick the appropriate net income range excluding taxes from all sources in each of A, B and C below.

3.2         My spouse’s annual net income before taxes (all sources) for the applicable periods of time are set out below. Please tick the appropriate net income range excluding taxes from all sources in each of A, B and C below.

3.3          The annual net income before taxes (all sources) for my spouse and me during the applicable periods of time are set out below. Please tick the appropriate net income range excluding taxes from all sources in each of A, B and C below.

4.           Financial Assets Test. Please answer the following questions concerning your “financial assets” (see definition above) by marking the appropriate box.

4.1        I and/or my spouse beneficially own financial assets having an aggregate realizable value that, before taxes, net of any related liabilities are as set out below. Please tick the appropriate financial asset range excluding taxes from all sources in each of A, B and C below.

4.2          For the purposes of this Section 4:

5.           $5,000,000 Net Asset Test. I and/or my spouse have net assets as set out below. Please tick the appropriate net asset range in each of A, B and C below.

Based on the above information, I hereby represent and warrant that:

My commitment to investments which are not readily marketable is reasonable in relation to my net worth. I meet at least one of the criteria for an “accredited investor” under National Instrument 45-106.

The foregoing representations and warranties and all other information which I have provided to the Corporation concerning myself and my financial condition are true and accurate as of the date hereof. If in any respect, such representations, warranties, or information shall not be true and accurate, I will give written notice of such fact to the Corporation immediately prior to Closing specifying which representations, warranties or information are not true and accurate, and the reasons therefor.

I understand that the information contained herein is being furnished by me in order for the Corporation to determine my suitability as an accredited investor, may be accepted by the Corporation in light of the requirements of National Instrument 45-106 and that the Corporation will rely on the information contained herein for purposes of such determination.

EXHIBIT 3 

CERTIFICATE FOR SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND BUSINESS
ASSOCIATES” EXEMPTION

TO: First Phosphate Corp. (the “Corporation”)

In connection with the purchase of securities (the “Securities”) by the undersigned subscriber or, if applicable, the disclosed principal on whose behalf the undersigned is purchasing as agent (the “Subscriber”), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

IMPORTANT: PLEASE INITIAL THE CATEGORY OR CATEGORIES THAT DESCRIBES YOU

IN ADDITION, THE SUBSCRIBER MUST COMPLETE, INITIAL, AND SIGN THE RISK ACKNOWLEDGEMENT FORM

ATTACHED AS APPENDIX B

�          For the purposes of National Instrument 45-106 and this Certificate, an executive officer means, for an issuer, an individual who is: (a) a chair, vice-chair or president, (b) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or (c) performing a policy-making function in respect of the issuer.

‚          For the purposes of National Instrument 45-106 and this Certificate, a person (first person) is considered to control another person (second person) if: (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

ƒ          For the purposes of National Instrument 45-106 and this Certificate, an issuer is an “affiliate” of another issuer if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same person.

„          For the purposes of National Instrument 45-106 and this Certificate, the term “close personal friend” is an individual who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness. The term “close personal friend” can include a family member who is not already specifically identified in the exemptions if the family member satisfies the criteria described above. The relationship between the individual and the director, executive officer, founder or control person must be direct. An individual is not a “close personal friend” solely because the individual is: a relative; a member of the same club, organization, association or religious group; or a client, customer, former client or former customer; a co-worker, colleague or associate at the same workplace; a mere acquaintance; or connected through some form of social media, such as Facebook, Twitter or LinkedIn.

…          For the purposes of National Instrument 45-106 and this Certificate, the term “close business associate” is an individual who has had sufficient prior business dealings with the director, executive officer, founder or control person to be in a position to assess their capabilities and trustworthiness. An individual is not a “close business associate” solely because the individual is a member of the same club, organization, association or religious group; or a client, customer, former client or former customer; a co-worker, colleague or associate at the same workplace; a mere acquaintance, or connected through some form of social media, such as Facebook, Twitter or LinkedIn. A relationship that is primarily founded on participation in an internet forum is not considered to be that of a close business associate.

†          For the purposes of National Instrument 45-106 and this Certificate, the term “founder” means, in respect of an issuer, a person who, (a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and, (b) at the time of the distribution or trade is actively involved in the business of the issuer.

Dated: _________________________, 2023

The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in the Subscription Agreement or in this this Certificate which takes place prior to the Closing.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority or regulator and acknowledges that such information is made available to the public under applicable legislation.

FOR A DEFINITION OF CERTAIN TERMS USED HEREIN, PLEASE REFER 

TO THE SCHEDULE B – DEFINITIONS

APPENDIX B - RISK ACKNOWLEDGEMENT FORM 

FOR FAMILY, FRIEND AND BUSINESS ASSOCIATE INVESTORS

EXHIBIT 4

TERM SHEET

FIRST PHOSPHATE CORP.

Private Placement – April 2023  

SCHEDULE A 

TERMS AND CONDITIONS OF SUBSCRIPTION

Terms of the Offering

1.           The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that this subscription is subject to acceptance by the Corporation in whole or in part, in its sole and absolute discretion, whether or not acting reasonably.

2.           The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that there is no minimum number of Flow-Through Units that must be subscribed for under the Offering for the Offering to close and therefore the subscription amount tendered herewith may be releasable to the Corporation on the Closing Date notwithstanding the number of Flow-Through Units issued pursuant to the Offering.

3.           The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the Corporation may pay a commission or finder’s fee to persons who assist in the introduction of investors to the Corporation, which without limiting the foregoing may include sales commissions up to eight percent (8%) of the gross proceeds of the Offering and the Corporation may agree to grant such number of selling compensation warrants (the “Compensation Warrants”) as is equal to eight percent (8%) of the Flow-Through Units sold pursuant to the Offering which shall be issued on the Closing Date of the Offering. Each Compensation Warrant shall entitle the holder thereof to acquire one (1) common share at a price of $1.25 per common share for 36 months following the Closing Date, subject, if applicable, to the Accelerated Expiry Date (as defined hereinafter).

4.           The Subscriber further acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that following the issuance of Flow-Through Units, funds will be immediately available for use by the Corporation. The Subscriber authorizes the Corporation to treat any funds advanced to the Corporation directly as an interest free loan until the Closing. Also, the Subscriber and the Corporation hereby irrevocably agree to be bound by the terms and conditions set forth in Schedule A-1 relating to Flow-Through Shares.

5.           The Subscriber acknowledges that this subscription forms part of a larger offering of up to 1,250,000 Flow-Through Units by the Corporation for gross proceeds of up to $1,000,000 and 1,428,571 hard-dollar units (“Hard-Dollar Units”) for gross proceeds of up to $1,000,000, each on a non-brokered private placement basis. The Corporation’s acceptance of this Subscription Agreement is not subject to any minimum subscription for the Flow-Through Units or the Hard-Dollar Units. The Subscriber acknowledges that the Corporation may increase the size of the offering to such greater amount as the Corporation may determine, and that closing may be completed in one or more tranches.

Description of Securities

6.           Each Flow-Through Unit consists of one Flow-Through Share and one half of one Warrant.

7.           The Flow-Through Shares will have the additional “flow-through” terms and conditions contained in Schedule A-1 attached hereto, and the parties agree that they are fully bound by these additional terms contained in such Schedule A-1, and that Schedule A-1 and all other Schedules will for all purposes form part of this Agreement.

8.           Each whole Warrant will entitle the Subscriber to purchase one Warrant Share at a price of $1.25 for 36 months following the Closing Date (the “Expiry Date”, subject, if applicable, to the Accelerated Expiry Date (as defined hereinafter)).

9.           In the event that the volume weighted average trading price of the common shares of the Corporation on the Canadian Securities Exchange equals or exceeds $2.00 for any five (5) consecutive trading days, the Corporation shall be entitled to, upon issuing a press release (the “Notice”), accelerate the Expiry Date to the date that is not less than 30 days following such Notice (the “Accelerated Expiry Date”).

10.         The Subscriber and the Corporation agree and acknowledge that the price allocation for each Flow-Through Unit shall be as follows:

One Flow-Through Share - $0.799999; and

One half of one Warrant - $0.000001

11.         The Flow-Through Shares, the Warrants and, when applicable, the Warrant Shares are sometimes, collectively or individually, referred to herein as the “Securities”.

Representations and Warranties of the Corporation

12.         The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

Representations, Warranties and Covenants of the Subscriber

13.         The Subscriber (on its own behalf and, if applicable, on behalf of the Disclosed Principal) represents, warrants, acknowledges and covenants to the Corporation and its counsel (and acknowledges that they are relying thereon) both at the date hereof and at the Closing Time (as herein defined) that:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER CLOSING DATE].”

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER CLOSING DATE].”

“THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 PM (TORONTO TIME) ON [DATE THAT IS 36 MONTHS AFTER CLOSING DATE].”

Closing

14.         The Subscriber agrees to deliver to the Corporation, not later than 48 hours before the Closing Date, this duly completed and executed Subscription Agreement in accordance with the “Instructions” appearing on the cover page and payment of the subscription price of the Flow-Through Units.

15.         The sale of the Flow-Through Units pursuant to this Subscription Agreement will be completed at the offices of the Corporation’s legal counsel in Toronto, Ontario at such time as the Corporation may agree (the “Closing Time”) on such date or dates as the Corporation may agree (the “Closing Date”). At the Closing Time, the Subscribers shall have delivered and the Corporation shall have received all completed subscription agreements and payment of the aggregate subscription price, against delivery by the Corporation of a certificate or ownership statement issued under a direct registration system representing the Flow-Through Shares and the Warrants.

16.         The Corporation shall be entitled to rely on delivery of an electronic copy of executed Subscription Agreements, and acceptance by the Corporation of such electronic Subscription Agreements shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. If less than a complete copy of this Subscription Agreement is delivered to the Corporation prior to or at Closing, the Corporation is entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered prior to or at Closing unaltered. The Subscriber hereby authorizes the Corporation to correct any minor errors in, or complete any minor information missing from any part of this Subscription Agreement and any other acknowledgements, provisions, forms, certificates or documents executed by the Subscriber and delivered to the Corporation in connection with this Subscription Agreement. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

Conditions of Closing

17.         The Corporation acknowledges and agrees that the obligations of the Subscriber hereunder are conditional on the accuracy of the representations and warranties of the Corporation contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and upon the Subscriber (or any other entity designated by the Subscriber herein) having received from the Corporation definitive certificates, or ownership statements issued under a direct registration system, in respect of the Flow-Through Shares and the Warrants.

18.         The Subscriber acknowledges that the Corporation’s obligation to sell the Flow-Through Units to the Subscriber is subject to, among other things, the following conditions:

The Subscriber and each beneficial subscriber, if any, acknowledges and agrees that as the sale of the Subscriber’s Flow-Through Units will not be qualified by a prospectus, such sale is subject to the condition that the Subscriber (or, if applicable, any beneficial subscribers for whom the Subscriber is contracting hereunder) sign and return to the Corporation all relevant documentation required by securities laws.

The Subscriber and each beneficial subscriber, if any, for whom the Subscriber is acting as agent or trustee acknowledges and agrees that the Corporation will be required to provide to the securities commissions a list setting out the identities of the beneficial subscribers of the Flow-Through Units. Notwithstanding that the Subscriber may be purchasing Flow-Through Units as an agent on behalf of an undisclosed principal (if permissible under the relevant securities laws), the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing and securities laws.

19.         Acceptance or Rejection. The Corporation will have the right to accept or reject this offer in whole or in part at any time at or prior to the Closing Time. The Subscriber and each beneficial subscriber, if any, acknowledges and agrees that the acceptance of this offer will be conditional upon the issue and sale of the Subscriber’s Flow-Through Units to the Subscriber and each beneficial subscriber, if any, being exempt from any prospectus requirements of securities laws and the equivalent provisions of securities laws of any other applicable jurisdiction. The Corporation will be deemed to have accepted this offer upon the Corporation’s acceptance of this Subscription Agreement and the delivery to the Subscriber (or other entity designated by the Subscriber) at the Closing of the certificates representing the Flow-Through Shares and Warrants comprising the Subscriber’s Flow-Through Units (or ownership statements issued under a direct registration system). The Subscriber acknowledges that the Corporation’s acceptance of this subscription is not subject to any minimum subscription for the Offering.

20.         If this Subscription Agreement is rejected in whole, the Subscriber and each beneficial subscriber, if any, for whom the Subscriber is acting as agent or trustee, understands that any funds delivered by the Subscriber to the Corporation representing the payment for the Subscriber’s Flow-Through Units will be promptly returned to the Subscriber by the Corporation, without interest or deduction. If this Subscription Agreement is accepted only in part, the Subscriber understands that a cheque representing the portion of the payment for that portion of its subscription for Subscriber’s Flow-Through Units that is not accepted will be promptly delivered to the Subscriber by the Corporation, without interest or deduction.

General

21.         The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time and will survive the completion of the issuance of the Securities. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation in determining the eligibility of a purchaser of Securities and the Subscriber agrees to indemnify the Corporation and its directors, officers, partners, employees and agents against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof. The Subscriber undertakes to immediately notify the Corporation at its head office, attention of the President, of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

22.         The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Securities to the Subscriber shall be borne by the Subscriber.

23.         This Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Securities under applicable securities legislation, preparing and registering certificates (or an ownership statement issued under a direct registration system) representing the Securities to be issued to the Subscriber and completing filings required by taxation authorities and any stock exchange or securities regulatory authority. Certain securities commissions have been granted the authority to indirectly collect this personal information pursuant to securities legislation and this personal information is also being collected for the purpose of administration and enforcement of securities legislation. The Subscriber’s (and if applicable, the Disclosed Principal’s) personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities, (b) the Corporation’s registrar and transfer agent, (c) taxation authorities, and (d) any of the other parties involved in the Offering, including legal counsel. By executing this Subscription Agreement, the Subscriber (and if applicable, the Disclosed Principal) is deemed to be consenting to the foregoing collection (including the indirect collection of personal information), use and disclosure of the Subscriber’s personal information. The Subscriber (and if applicable, the Disclosed Principal) also consents to the filing of copies or originals of any of the Subscriber’s documents described in this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. Should the Subscriber have any questions or concerns with respect to the foregoing, the contact information of the public official in the local jurisdiction who can answer such questions or address such concerns about the securities commissions’ indirect collection of personal information is provided on Schedule C attached hereto.

24.         The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario. Time shall be of the essence hereof.

25.         This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

26.         The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber who is acting as nominee or agent for the beneficial owner and as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other parties.

27.         Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

28.         The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

29.         The Subscriber, on its own behalf and, if applicable, on behalf of the Disclosed Principal, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of the Disclosed Principal.

30.         The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

31.         All notices to be given pursuant to this Agreement shall be given by registered mail, email or telecopier to the addresses given herein.

32.         In this Subscription Agreement (including Exhibits), references to “$” or “Cdn. $” are to Canadian dollars.

SCHEDULE A-1

TERMS AND CONDITIONS GOVERNING 

THE FLOW-THROUGH SHARES

WHEREAS:

A.          First Phosphate Corp. (the “Corporation”) has certain interests in mineral resource properties situated in the province of Québec, Canada (collectively, the “Property”).

B.          The Corporation is and will continue to be a “principal-business corporation” as defined in subsection 66(15) of the ITA and a “development corporation” as defined in section 363 of the QTA, until such time as all the Qualifying Expenses required to be renounced under this Agreement have been incurred and validly renounced.

C.          It is the intention of the Corporation, either alone or in conjunction with others, to carry out or participate in an underground exploration program on the Property for the purpose of determining the existence, location, extent or quality of the mineral resources located thereon (the “Exploration Program”).

D.          The expenses incurred in performing the Exploration Program will qualify as “Canadian exploration expense” as described in paragraph (f) of the definition thereof in subsection 66.1(6) of the ITA (“CEE”) (other than expenditures which constitute “Canadian exploration and development overhead expense” (“CEDOE”) as prescribed for the purposes of paragraph 66(12.6)(b) of the ITA and seismic data expenses specified in paragraph 66(12.6)(b.1) of the ITA, and other than any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of “expense” in subsection 66(15) of the ITA), and “flow-through mining expenditures” (“FTME”) described in subsection 127(9) of the ITA. With respect to a Subscriber that is a Québec Resident or, where the Subscriber is a partnership, for the members of the partnership that are Québec Residents, it also means the expenses described in subsection 395(c) of the Québec Tax Act, excluding Canadian exploration expenses to the extent of the amount of any assistance described in subsection 359.2(a) of the QTA, amounts which are prescribed to constitute “Canadian exploration and development overhead expense” for purposes of subsection 359.2(b) of the QTA, any expenditures described in subsection 359.2(b.1) of the QTA, and any expenses for prepaid services or rent that do not qualify in the definition of “outlay” or “expense” in subsection 359(a) of the QTA, which qualifying expenses are collectively referred to in this Appendix as “Qualifying Expenses”.

E.          Certain persons (individually, the “Purchaser”) have agreed to fund, in part, the Exploration Program by purchasing Flow-Through Shares in accordance with the terms of this Agreement.

F.          The Corporation has agreed to apply an amount equal to the Flow-Through Funds to carry out the Exploration Program and to renounce the Qualifying Expenses associated therewith to the Purchaser in accordance with the terms of this Appendix.

1.           DEFINITIONS AND INTERPRETATION

1.2        Any reference to the ITA or a provision of the ITA in this Appendix shall include, for purposes of Québec income taxation, a reference to the QTA or the equivalent provision thereof. Any reference to a filing or similar requirement imposed under the ITA shall include for purposes of Québec income taxation, a reference to the equivalent filing or similar requirement, where applicable, under the QTA; provided that if no filing or similar requirement is provided under the QTA, a copy of any material relating to Québec Purchasers filed under the ITA shall be filed with the Agence du Revenu du Québec.

The Purchaser who is not a Québec Purchaser acknowledges that although the expenses incurred in performing the Exploration Program will qualify as CEE and FTME under the ITA, such Purchaser will not be entitled to the Québec additional deductions set forth in sections 2.1(b)(i) and 2.1(b)(ii) thereof.

Following receipt by the Corporation of the Flow-Through Funds from the Purchaser and its acceptance of this Agreement by the Corporation, the Corporation will:

If the Corporation sells rights to acquire, or issues, “flow-through” common shares pursuant to other private placements or pursuant to a public offering, the Corporation will expend the funds arising therefrom in the order of:

such that the subscription funds from the oldest “flow-through” financing will always be spent first and renunciation made in respect of such expenditures before any renunciations are made in respect of any Qualifying Expenses that are financed from subsequent “flow-through” financings.

Subject to the Corporation’s right to revise the Exploration Program as provided in the provisions under the heading REVISION OF EXPLORATION PROGRAM below, the Corporation will apply the Flow-Through Funds exclusively for the purpose of performing the Exploration Program and the Corporation will only apply such funds to incur expenditures which are Qualifying Expenses.

The Purchaser acknowledges that any interest accruing on Flow-Through Funds will accrue to the sole benefit of the Corporation and may be applied by the Corporation for general corporate purposes.

8.1         Unless the Purchaser gives notice to the Corporation or the Corporation gives notice to the Purchaser to the contrary (the “Notice Requirement”) during the period of time described in sections 8.2 and 8.3 hereof, for the purposes of this Agreement the Purchaser and the Corporation will be deemed to deal with each other at all times at “arm’s length” within the meaning of the ITA.

8.2         If the Notice Requirement has not been fulfilled prior to December 31 of the Closing Year, the Corporation will expend the Flow-Through Funds between the date this Agreement is entered into and the end of the calendar year following the Closing Year.

8.3         If the Notice Requirement has been fulfilled prior to December 31 of the Closing Year, the Corporation will expend as much of the Flow-Through Funds as is commercially reasonable between the date this Agreement is entered into and the end of the Closing Year and, thereafter, will expend the balance of the Flow-Through Funds before the end of the calendar year following the Closing Year.

9.           CORPORATION TO RENOUNCE QUALIFYING EXPENSES IN FAVOUR OF PURCHASER

9.1         The Corporation will, within the times set out below and in accordance with the provisions of subsections 66(12.6) and 66(12.66) of the ITA, renounce in favour of the Purchaser, the amount of Qualifying Expenses incurred by it using the Flow-Through Funds under the Exploration Program during the periods specified below:

9.2         Notwithstanding Section 9.1 above, the aggregate Qualifying Expenses renounced to the Purchaser will not be less than nor greater than the Flow-Through Funds paid by the Purchaser.

9.3         If the Corporation does not renounce to the Purchaser, effective no later than December 31 of the Closing Year, Qualifying Expenses equal to the Flow-Through Funds, the Corporation shall indemnify and hold harmless the Purchaser and each of the partners thereof if the Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay to the Indemnified Person on or before the twentieth business day following the date the amount is definitively determined, an amount equal to the amount of any tax payable (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the ITA) under the ITA (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Corporation to the Purchaser is reduced pursuant to subsection 66(12.73) of the ITA or under corresponding provincial legislation, the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the twentieth business day following the date that the Corporation is provided with a copy of the notice of assessment or reassessment issued by the CRA to the Purchaser pursuant to which such amount of tax is determined, an amount equal to the amount of any tax payable (within the meaning of subparagraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the regulations to the ITA) under the ITA (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction provided that nothing in this paragraph shall derogate from any rights or remedies the Purchaser may have at common law or civil law with respect to liabilities other than those payable under the ITA.

For certainty, the foregoing indemnity shall have no force or effect and the Purchaser shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the Flow-Through Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the ITA or the Warrants to be “prescribed rights” within the meaning of section 6202.1 of the regulations to the ITA. To the extent that any party entitled to be indemnified hereunder is not a signatory of this Subscription Agreement, the Purchaser shall obtain and hold the rights and benefits of this Subscription Agreement in trust for, and on behalf of, such Person (provided that such Person is a beneficial purchaser for whom the Purchaser is acting) and such Person shall be entitled to enforce the provisions of this section notwithstanding that such Person is not a signatory of this Subscription Agreement.

The Corporation will file, in respect of each renunciation made pursuant to this Agreement, before the last day of the month following the month in which such renunciation is made, such information returns with the CRA as are prescribed by subsection 66(12.7) of the ITA, and for a Subscriber that is a Québec Resident, file with the QRA the forms prescribed under subsection 359.12 of the QTA, and will send concurrently a copy of such information returns to the Purchaser.

The Corporation will file, together with a copy of this Agreement, the prescribed form referred to in subsection 66(12.68) of the ITA with the CRA within the time prescribed by subsection 66 (12.68) of the ITA.

12.1       The Purchaser acknowledges, represents, warrants and covenants to and with the Corporation that, as at the effective date of the Closing:

on or before December 31 of the Closing Year, the Purchaser will not be entitled to have any Qualifying Expenses renounced to the Purchaser effective December 31 of the Closing Year pursuant to section 9.1 above and, as a result, the Purchaser:

and the Purchaser agrees that the above acknowledgements, representations, warranties and covenants in this subsection will be true and correct both as of the Purchaser’s execution of this Agreement and as of the Closing.

and the Corporation agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the Corporation’s execution of this Agreement and as of the Closing.

The Corporation will not renounce any Qualifying Expenses in respect of its Exploration Program in favour of any person other than the Purchaser and the other purchasers who purchase Flow-Through Shares. For the purpose of determining the extent to which the Flow-Through Funds received by the Corporation from the Purchaser have been the subject of renunciation under the ITA, the total amount expended from the Exploration Account on Qualifying Expenses will be allocated among the Purchaser and the other purchasers who purchase Flow-Through Shares, on a basis pro rata to the relative amounts of their respective contributions of flow-through funds. If, despite section 8 hereof, the Corporation does not expend the total amount from the Exploration Account on Qualifying Expenses before the end of the calendar year following the Closing Year or, despite section 9 hereof, the Corporation does not renounce that total amount to the Purchaser and the other purchasers who purchase Flow-Through Shares under the present private placement of which this Agreement is a part effective December 31 of the Closing Year, then the Corporation will take such steps as may be necessary or desirable so that resulting adjustments to income tax deductions and credits for Qualifying Expenses the Purchaser and those other purchasers claimed on their tax returns will be allocated among them on a basis pro rata to the relative amounts of their respective contributions of Flow-Through Funds.

The Corporation acknowledges that it has no right to claim any deduction or credit for Canadian exploration expense, or depletion of any sort, in respect of any Qualifying Expenses that the Corporation renounces in favour of the Purchaser pursuant to this Agreement and covenants not to claim any such deduction or credit when preparing its tax returns from time to time.

The Corporation will maintain proper accounting books and records as may be required to support the renunciation of Qualifying Expenses, and will make all income tax filings as and when required under the ITA and QTA, relating to the Qualifying Expenses it incurs and renounces pursuant to this Agreement. The Corporation shall make such books and records available for inspection and audit by or on behalf of the Purchaser, at the sole expense of the Purchaser, the CRA, the QRA or any governmental authority upon reasonable request.

The Corporation will be entitled to hold confidential all exploration information relating to any program on which any portion of the Flow-Through Funds is expended pursuant to this Agreement and it will not be obligated to make such information available to the Purchaser except in the manner and at such time as it makes any such information available to its shareholders or to the public pursuant to the rules and policies of any stock exchange or laws, regulations or policies of any province.

While it is the present intention of the Corporation to undertake the Exploration Program, it is the nature of mining exploration that data and information acquired during the conduct of an exploration program may alter the initially proposed Exploration Program and the Corporation expressly reserves the right to alter the Exploration Program on the advice of its technical staff or consultants and further reserves the right to substitute other exploration programs on which to expend part of the Flow-Through Funds, provided such programs entail the incurrence of Qualifying Expenses and are otherwise capable of renunciation by the Corporation to the Purchaser pursuant to this Agreement.

The Purchaser acknowledges that there may be other sales of Flow-Through Shares, some or all of which may occur after the acquisition of Flow-Through Shares by the Purchaser. The Purchaser further acknowledges that there is a risk that insufficient funds may be raised from the sale of Flow-Through Shares to fund the Corporation’s objectives, if any, and that it is possible that no Flow-Through Shares may be purchased after the Purchaser has done so.

This Agreement, when delivered to the Corporation, will constitute a subscription for Flow-Through Shares which will not be binding on the Corporation until accepted by the Corporation by executing this Agreement in the space provided on the first page of this Agreement and, notwithstanding the reference date on that page, if the Corporation accepts the subscription by the Purchaser, this Agreement will be entered into on the date of such execution by the Corporation.

SCHEDULE B

DEFINITIONS

“Canadian financial institution” means

“Control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of a combination of persons that holds

“Debt security” means any bond, debenture, note or similar instrument representing indebtedness, whether secured or unsecured;

“Diluted” means the total amount of listed shares held by the beneficial holder following the “Undiluted” calculation and any listed shares which would be issued to that beneficial holder on closing if all securities convertible into listed shares (including warrants and convertible securities) and issued under the Offering were converted on closing;

“Director” means

“Eligibility adviser” means

“Executive officer” means, for an issuer, an individual who is

“Financial assets” means

The value of the Subscriber’s personal residence or other real estate is not included in the calculations of financial assets. These financial assets are generally liquid or relatively easy to liquidate.

“Founder” means, in respect of an issuer, a person who,

“Foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“Fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“Insider” means

“Investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“Jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;

“National Instrument 45-106” means National Instrument 45-106 - Prospectus Exemptions adopted by the Canadian Securities Administrators;

“Person” includes

“Pro Group” means

“Promoter” means

“Registrant” means a dealer, adviser, investment fund manager, an ultimate designated person or chief compliance officer as those terms are used pursuant to applicable securities laws, or a person registered or otherwise required to be registered under the applicable securities laws.

“Related Person” has the meaning ascribed to such term in Policy 1 of the Policies and Procedures of the Canadian Securities Exchange.

“Related liabilities” means

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“Spouse” means, an individual who

“Subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;

“Undiluted” means the total amount of listed shares held by a beneficial holder, including listed shares purchased under the Offering, immediately on closing of the Offering; and

“Voting Shares” means a security of an issuer that:

SCHEDULE C 

CONTACT INFORMATION – PROVINCIAL AND TERRITORIAL SECURITIES REGULATORY AUTHORITIES

The contact information of the public official in the local jurisdiction who can answer questions about the security regulatory authority’s or regulator’s indirect collection of information is as follows:

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Dates Referenced Herein

This ‘20FR12G’ Filing		Date		Other Filings
		12/31/24		None on these Dates
		12/31/23
Filed on:		12/15/23
		4/21/23
		3/27/23
				List all Filings

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1 Subsequent Filing that References this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 First Phosphate Corp. 20FR12G/A 3:3.9M Genesis Filings LLC/FA

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Filing Submission 0001753926-23-001580   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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