6-K

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2024.

Commission File Number 000-54260

First Phosphate Corp.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F ☐Form 40-F

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

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

SUBMITTEDHEREWITH

The following documents of the Registrant are submitted herewith:

SIGNATURE

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

Exhibit99.1

FirstPhosphate Announces OTCQB Market Listing and DTC Eligibility in the United States

Saguenay, Quebec--(Newsfile Corp. - November 18, 2024) - First Phosphate Corp. (CSE: PHOS) (OTCQB: FRSPF) (FSE: KD0) ("First Phosphate" or the "Company") is pleased to announce that its common shares have commenced trading today on the OTCQB Venture Market (the "OTCQB") under the ticker symbol FRSPF.

The Company is equally pleased to announce that its common shares are eligible for electronic clearing and settlement in the United States through the Depository Trust Company ("DTC").

The OTCQB is a leading market for early-stage and developing U.S. and international companies. Recognized as an established public market by the U.S. Securities and Exchange Commission and operated by OTC Markets Group, Inc., the OTCQB has helped companies build considerable shareholder value including enhanced liquidity and valuation. Investors may benefit from efficient trading through their preferred broker or financial advisor, transparent pricing with real-time quotes, and trusted disclosure that is made broadly available to broker-dealers and market data providers.

DTC eligibility is expected to simplify the process of trading and to further enhance share liquidity in the United States. DTC is a subsidiary of the Depository Trust & Clearing Corporation, a U.S. company that manages the electronic clearing and settlement of publicly traded companies. Securities that are eligible to be electronically cleared and settled through DTC are considered to be "DTC eligible". This electronic method of clearing securities speeds up the receipt of stock and cash, and thus accelerates the settlement process for investors and brokers, enabling the stock to be traded over a much wider selection of brokerage firms by coming into compliance with their requirements.

AboutFirst Phosphate Corp.

First Phosphate (CSE: PHOS) (OTCQB : FRSPF) (FSE: KD0) is a mineral development company fully dedicated to extracting and purifying phosphate for the production of cathode active material for the lithium iron phosphate ("LFP") battery industry. First Phosphate is committed to producing at high purity level, in responsible manner and with low anticipated carbon footprint. First Phosphate plans 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. First Phosphate is the owner and developer of the Bégin-Lamarche property in Saguenay-Lac-St-Jean, Quebec, Canada that consists of rare anorthosite igneous phosphate rock that generally yields high purity phosphate material devoid of high concentrations of harmful elements.

Foradditional information, please contact:

Bennett Kurtz, CFO & CAO

bennett@firstphosphate.com

Tel: +1 (416) 200-0657

Investor Relations: investor@firstphosphate.com

Media Relations: media@firstphosphate.com

Website: www.FirstPhosphate.com

FollowFirst Phosphate:

Twitter: https://twitter.com/FirstPhosphate

LinkedIn: https://www.linkedin.com/company/first-phosphate

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Forward-LookingInformation and Cautionary Statements

Thisnews release contains certain statements and information that may be considered "forward-looking statements" and "forwardlooking information" within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-lookingstatements and forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets","expects" or "does not expect", "is expected", "an opportunity exists", "is positioned","estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes",or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would","might", "will" or "will be taken", "occur" or "be achieved" and other similar expressions.In addition, statements in this news release that are not historical facts are forward looking statements, including, among other things,the Company's planned exploration and production activities, the properties and composition of any extracted phosphate, the Company'splans for vertical integration into North American supply chains, and benefits from OTCQB listing and DTC eligibility including enhancedliquidity and valuation, trading efficiency, simplicity, transparent pricing, accelerated settlement and trusted disclosure.

Thesestatements and other forward-looking information are based on assumptions and estimates that the Company believes are appropriate andreasonable in the circumstances, including, without limitation, expectations of the Company's long term business outcomes given its shortoperating history; expectations regarding revenue, expenses and operations; the Company having sufficient working capital and abilityto secure additional funding necessary for the exploration of the Company's property interests; expectations regarding the potentialmineralization, geological merit and economic feasibility of the Company's projects; expectations regarding drill programs and the potentialimpacts successful drill programs could have on the life of the mine and the Company; mineral exploration and exploration program costestimates; expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impactof complying with existing and proposed environmental laws and regulations; receipt and timing of exploration and exploitation permitsand other third-party approvals; government regulation of mineral exploration and development operations; expectations regarding anysocial or local community issues that may affect planned or future exploration and development programs; expectations surrounding globaleconomic trends and technological advancements; and key personnel continuing their employment with the Company, and technical and issuerOTCQB and DTC experiences as reported by Company advisors.

Therecan be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially fromthose anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectationsinclude: limited operating history; high risk of business failure; limited resources and competition; negative cash flow from operationsand the uncertainty of additional funding; no dividends; risks related to possible fluctuations in revenues and results; insurance anduninsured risks; litigation; reliance on management and key personnel; conflicts of interest; access to supplies and materials; dangersof mineral exploration and related liability and damages; risks relating to health and safety; government regulation and legal uncertainties;the company's exploration and development properties may not be successful and are highly speculative in nature; dependence on outsideparties; title to some of the Company's mineral properties may be challenged or defective; Indigenous title and land claims; obtainingand renewing licenses and permits; environmental and other regulatory risks; risks relating to climate change; risks related to infrastructure;land reclamation requirements may be burdensome; fluctuation in commodity and materials prices; dilution; future sales by existing shareholderscould cause the Company's share price to fall; fluctuation and volatility in stock exchange prices; contagious disease and geopoliticalrisks; and risks related to market demands. There can be no assurance that any opportunity will be successful, commercially viable, completedon time or on budget, or will generate any meaningful revenues, savings or earnings, as the case may be, for the Company. In addition,the Company will incur costs in pursuing any particular opportunity, which may be significant.

Thesefactors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the Company and,though they should be considered carefully, should be considered in conjunction with the risk factors described in the Company's otherdocuments filed with the Canadian and United States securities authorities, including without limitation the "Risk Factors"section of the Company's Annual report on Form 20-F dated July 8, 2024 and Management Discussion and Analysis dated October 21, 2024which are available on SEDAR at www.sedarplus.ca. Although the Company has attempted to identify factors that would cause actualactions, events or results to differ materially from those disclosed in the forward-looking information or information, there may beother factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company does not undertake toupdate any forward-looking information, except in accordance with applicable securities laws.