6-K - FPHOY - Equibles

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 July, 2024___________________________.

Commission File Number 000-54260______________________

FirstPhosphate 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<br> 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:

Exhibit	Description
99.1	Interim Unaudited Financial Statements for the 3 month period ended May 31, 2024
99.2	Management Discussion and Analysis for the 3 month period ended May 31, 2024
99.3	Certification of Interim Filings - CEO
99.4	Certification of Interim Filings - CFO

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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.

		First<br> Phosphate Corp.
		(Registrant)
Date July 29, 2024	By	/s/“Bennett Kurtz”
		(Signature)^*^
		Bennett<br> Kurtz, Chief Financial Officer
		* Print the name and title under the<br> signature of the signing officer.

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Exhibit 99.1

FIRSTPHOSPHATE CORP.

CondensedInterim Financial Statements

For thethree months ended

May31, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

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FIRST PHOSPHATE CORP.

INDEX	Page<br><br>Number
NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS	3
STATEMENT OF FINANCIAL POSITION	4
STATEMENT OF LOSS & COMPREHENSIVE LOSS	5
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)	6
STATEMENTS OF CASH FLOWS	7
NOTES TO THE FINANCIAL STATEMENTS	8-21
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FIRST PHOSPHATE CORP.

NOTICEOF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed interim financial statements of First Phosphate Corp. (the “Company”) have been prepared by and are the responsibility of the Company’s management. These financial statements, along with the accompanying notes, have been reviewed and approved by the members of the Company’s audit committee

In accordance with Canadian Securities Administrators National Instruments 51-102, the Company discloses that these unaudited condensed interim financial statements have not been reviewed by the Company’s auditors.

Approved and authorized by the Board of Directors on July 9, 2024.

“BENNETT KURTZ”

Director

“JOHN PASSALACQUA”

Director

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FIRST PHOSPHATE CORP.

CONDENSEDINTERIM STATEMENTS OF FINANCIAL POSITION

(Expressedin Canadian Dollars)

(Unaudited)

ASAT

Assets
Current Assets
Cash and cash equivalents (Note 5)
Restricted cash (Note 5)
Prepaid expenses (Note 6)
Amounts receivable

Non-Current Assets
Investments (Note 7)
Prepaid financing expense (Note 8)
Exploration and evaluation assets (Note 9)

Total Assets
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities
Flow-through share premium liability (Note 10)
Total Liabilities
Shareholders’Equity
Capital stock (Note 11)
Contributed surplus (Note 11)
Deficit	)	)
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity

All values are in US Dollars.

Nature of operations(Note 1)

Going concern(Note 2)

Approved and authorized by the Board of Directors on July 9, 2024

“BENNETT KURTZ”

Director

“JOHN PASSALACQUA”

Director

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

CONDENSEDINTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressedin Canadian Dollars)

(Unaudited)

	For the three months ended
	May 31, 2024		May 31, 2023
Expenses
Mining exploration and metallurgy (Note 9)
Share based compensation (Note 11 and 12)
Business development
Professional fees (Note 11)
General and administrative expenses
Regulatory and compliance expenses
Consulting fees
Management fees
Directors’ fees
Total expenses		)		)
Other Income/(expenses)
Interest income
Financing expense (Note 8 and 11)		)
Gain on amortization of flow-through share premium liability (Note 10)
Foreign exchange gain on investments (Note 7)
Net loss and comprehensive loss		)		)
Loss per common share – basic and diluted		)		)
Weighted average number of common shares outstanding – basic and diluted

All values are in US Dollars.

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

CONDENSEDINTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Forthe three months ended May 31, 2024 and 2023

(Expressedin Canadian Dollars)

(Unaudited)

	Common Shares
	Number of Shares		Amount		Contributed<br>Surplus		Shares<br>to be issued		Deficit		Total
Balance, February 28, 2023		48,318,722								)
Units issued in private placement		—
Flow -through share premium liability		—										)
Share issuance costs		—		)								)
Warrants issued for finders’ fees		—		)
Shares issued for acquisition of exploration and evaluation assets		27,173
Shares issued on exercise of warrants		249,863				)		)
Shares issued for finders’ fees		42,857
Share based compensation		—
Net loss for the period		—								)		)
Balance, May 31, 2023		51,713,207								)
Balance, February 29, 2024		73,786,772								)
Shares issued for business development		200,000
Share based compensation		—
Shares issued upon exercise of restricted share units		880,798				)
Loss for the period		—								)		)
Balance, May 31, 2024		74,867,570								)

All values are in US Dollars.

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

CONDENSEDINTERIM STATEMENTS OF CASH FLOWS

(Expressedin Canadian Dollars)

	For the three months ended
	May<br>31, 2024		May 31, 2023
Operating Activities
Loss for the period		)		)
Non-cash expense:
Share based compensation
Financing fee
Shares issued for business development
Gain on amortization of flow-through share premium liability		)		)
Foreign exchange gain on investments		)
Changes in non-cash working capital items:
Amounts receivable				)
Prepaid expenses
Accounts payable and accrued liabilities		)
Restricted cash		)
Net cash used in Operating Activities		)		)
Financing Activities
Issuance of shares and warrants
Share issue costs				)
Issuance of shares via exercise of options and warrants
Net cash provided by Financing Activities
Net change in cash for the period		)
Cash and cash equivalents, beginning of the period
Cash and cash equivalents, end of the period
(Unaudited)
Supplemental cash flow information
Shares issued for mineral property finder’s fees
Recognition of flow-through liability
Purchase of exploration and evaluation assets by issue of shares
Warrants issued for broker fees
Shares issued upon exercise of RSUs

All values are in US Dollars.

The Company paid $nil in taxes and $9,891in interest in the three months ended May 31, 2024 (2023 - $nil and $1,497).

The Company received $67,267 in interest income in the three months ended May 31, 2024 (2023 - $3,396).

The accompanying notes are an integral part of these condensed interim financial statements.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

1. Nature of Operations

First Phosphate Corp. (the “Company”) was incorporated in British Columbia on September 18, 2006. On June 29, 2022 the Company filed articles of amendment with the Province of British Columbia changing its name from First Potash Corp. to First Phosphate Corp. The address of the Company’s corporate office and registered and records office is 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7. The Company owns and is developing igneous rock phosphate mineral properties in the Saguenay Region of Quebec for the production of phosphoric acid for the production of cathode active material (“CAM”) for use in lithium iron phosphate (“LPF”) batteries for the electric vehicle industry.

The Company’s common shares are listed under the symbol “PHOS” on the Canadian Securities Exchange, “FRSPF” on the OTC Pink Market and “KD0” on the Frankfurt Stock Exchange.

2. Going Concern

These financial statements have been prepared under IFRS Accounting Standards as issued by the International Accounting Standards Board applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations for the foreseeable future. Accordingly, it does not give effect to any adjustments that may be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than the normal course of operations and at amounts which may differ from those shown in these financial statements. Such adjustments could be material. The ability of the Company to continue as a going concern is dependent on its ability to continue to obtain equity financing and ultimately achieve profitable operations. While the Company has been successful in arranging financing in the past, the success of such initiatives cannot be assured.

As of May 31, 2024, the Company had accumulated losses of $26,132,891 since its inception and expects to incur further losses in the development of its business, and had a negative cash flows from operating activities of $5,844,565 for the three months then ended. This indicates material uncertainties which cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to obtain additional equity financing and achieve future profitable operations. While the Company has been successful in arranging financing in the past, the success of such initiatives cannot be assured.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

3. Basis of Presentation

(a)Statement of compliance

These condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting. They do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual financial statements as at and for the year ended February 29, 2024 (“Annual Financial Statements”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements as at and for the year ended February 29, 2024. These unaudited condensed interim financial statements follow the same accounting policies and methods of application as the annual financial statements.

These condensed interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments which are measured at fair value through profit or loss. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements were authorized for issue by the Board of Directors on July 9, 2024.

(b) Functional and presentation currency

These financial statements are presented in Canadian dollars, which is also the functional currency of the Company, unless otherwise stated.

4.	Material AccountingPolicy Information

In preparing the Company’s unaudited condensed interim financial statements for the three months ended May 31, 2024, the Company applied the accounting policies, critical judgments and estimates disclosed in Note 3 and 4 of its financial statements for the year ended February 29, 2024.

AccountingPronouncements Adopted in the Period

Amendmentsto IAS 1: Classification of Liabilities as Current or Non-Current and Deferral of Effective Date.

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

These amendments:

specify that the rights and conditions existing at the end of the reporting period are relevant in determining whether the Company has a right to defer settlement of a liability by at least twelve months;
provide that management’s expectations are not a relevant consideration as to whether the Company will exercise its rights to defer settlement of a liability; and
clarify when a liability is considered settled.

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one period to annual reporting periods beginning on or after January 1, 2024 and is to be applied retrospectively. Management has determined that the amendment does not have a material impact on its financial statements.

RecentAccounting Pronouncements

IFRS18: Presentation and disclosure in the financial statements.

In April 2024, IASB issued IFRS 18 Presentation and Disclosure in Financial Statements replacing IAS 1 Presentation of Financial Statements as the primary source of requirements in IFRS accounting standards for financial statement presentation.

This standard introduces:

-	three defined categories<br>for income and expenses (operating, investing and financing) and requiring companies to provide new defined subtotals, including<br>operating profit;
-	enhanced transparency of<br>management-defined performance measures requiring companies to disclose explanations of those company-specific measures related<br>to the statement of earnings; and
---	---
-	enhanced guidance on how<br>companies group information in the financial statements, including guidance on whether information is included in the financial<br>statements or is included in the notes.
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IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted, and is to be applied retrospectively for comparative periods. The Company has not yet determined the impact of this standard on its financial statements.

5.	Cash and Cash Equivalentsand Restricted Cash

Cash and cash equivalents includes cash held at the bank of $351,673 (February 29, 2024 - $896,238) and investments in guaranteed investment certificates (“GIC”) of $1,300,000 (February 29, 2024 - $6,600,000) which comprises of one-year cashable term GICs of $900,000 and $400,000 with a maturity date of January 31, 2025, earning annual interest between 4.95% and 5.2% per annum.

Restricted cash is comprised of $40,000 investment in a GIC (February 29, 2024 - $25,000). The GIC is a one-year cashable term with a maturity date of April 03, 2025, earning annual interest of 4.75% per annum. The GIC is held as collateral for credit cards issued to officers of the Company.

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FIRST PHOSPHATE CORP.

Notes to the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(unaudited)

6.	Prepaid Expenses

Prepaid expenses are comprised of the following:

	May31, 2024<br><br> <br>$	February<br>29, <br>2024
Excess payments made to credit cards	716	2,973
Expenses paid in advance:
Business development	212,099
Mining exploration and metallurgy	80,000
Professional fees	50,316
General administrative expenses	26,559
Regulatory and compliance expenses	31,487
Consulting fees	—
Total	401,177	411,438

All values are in US Dollars.

7.	Investments

On January 10, 2023, the Company entered into an investment and licensing option agreement (the “IPL Agreement”) with Integrals Power Limited (“IPL”) under the terms of which the Company acquired 7,386 IPL shares for £50,000 ($83,060). Under the terms of the IPL Agreement, IPL granted an option to acquire a license to use IPL technology in a facility of a production capacity of up to 1,000-tonnes of LFP CAM for a further payment of £950,000. IPL also granted the Company another option to acquire, for an additional upfront payment of £1,000,000, a license to use IPL technology in a facility of a production capacity beyond 1,000-tonnes. The Company is committed to a 1.5% royalty per kilogram of LFP CAM sold from a facility that uses IPL technology.

A continuity of investments is as follows:


Balance, February 28, 2023
Gain on foreign currency translation
Balance,<br> May 31, 2023
Balance, February 29, 2024
Gain on foreign currency translation
Balance,<br> May 31, 2024

All values are in US Dollars.

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FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

8.	Prepaid Financing Expense

On December 29, 2023, the Company entered into a credit facility (the “Credit Facility”) with members of its management team and board of directors to establish a revolving credit facility of $2,100,000 until September 30, 2025. The Company issued 5,250,000 share purchase warrants as compensation for entering into the Credit Facility, of which 2,625,000 warrants vested immediately. The fair value of the vested warrants was estimated to be $798,188 (Note 13) and is being amortized over the term of the Credit Facility. The remaining warrants vest as advances are taken under the Credit Facility.

A continuity of the prepaid financing expense is as follows:


Balance, February 28, 2023	—
Additions during the period	—
Amortization for the period	—
Balance, May 31, 2023	—
Balance, February 29, 2024		731,672
Additions during the period		—
Amortization for the period		(99,773
Balance, May 31, 2024		631,899

All values are in US Dollars.

9.	Exploration and Evaluation Assets

The following details the changes in exploration and evaluation assets in the Saguenay Region of Quebec for the two periods ended May 31, 2024:

	Lac`a l'Orignal Flagship area (a)	Begin - Lamarche area (b)	Bluesky area (c)	Total
Balance as at February 28, 2023
Acquisition costs
Balance as at May 31, 2023
Balance as at February 29, 2024
Acquisition costs
Balance as at May 31, 2024

All values are in US Dollars.

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FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

The Company expenses non-acquisition exploration and evaluation expenditure to profit and loss. This is presented as mining exploration and metallurgy in the statement of loss and comprehensive loss. The following table details such expenditure:

	Lac`a<br>l'Orignal Flagship<br>area (a)	Begin - Lamarche area (b)	Bluesky area (c)	Total
Consulting
Survey, drilling & geophysics
Metallurgical testing
For the three months ended May 31, 2023
Consulting
Survey, drilling & geophysics
Metallurgical testing
For the three months ended May 31, 2024

All values are in US Dollars.

(a) Lac `a l'Orignal flagship area

The Lac `a l'Orignal flagship properties consist of a series of staked claims and claims acquired under various option agreements. This property is in the exploration stage.

(b) Begin - Lamarche

The Begin - Lamarche properties consist of a series of staked claims and claims acquired under various option agreements. This property is in the exploration stage.

On March 10, 2023, the Company added to its Begin-Lamarche area and acquired 13 mineral claims in this area for a total consideration of $22,825 through the issuance of 27,173 common shares. The fair value of the consideration has been determined based on the fair value of the common shares on the date of issuance.

(c)Bluesky Area

The Bluesky properties consist of a series of staked claims. These properties are in the early exploration stage. All of the claims are 100% owned by the Company, are free of net smelter royalties and are in good standing.

The Bluesky properties are fully impaired as management has decided not to renew its claims as it is directing its resources to the other mineral properties. Management believes that technical feasibility and commercial viability would come demonstrably quicker for one of the other properties (Lac à l’Orignal or Bégin- Lamarche) as opposed to the Bluesky Property.

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FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

10.	Flow-Through Share Premium Liability
	For the three months ended May 31
---	---	---	---
	2024		2023
Balance, beginning of the period
Amortization for the period		)
Balance, end of the period

All values are in US Dollars.

As at May 31, 2024 $2,066,226 remains to be spent on qualifying expenditures (May 31, 2023 - $nil).

11.	Share<br> Capital and Contributed Surplus

The authorized capital stock of the Company is an unlimited number of common shares and an unlimited number of preferred shares issuable in series.

The Company has no preferred shares outstanding.

Capital transactions are as follows:

During the three months ended May 31, 2024

(a)	On<br> April 5, 2024, the Company issued 84,616 common shares upon the exercise of RSUs for<br> services received from a consultant. The fair value of the RSUs on the grant date was<br> computed as $33,000 and was reclassified upon exercise from contributed surplus to capital<br> stock.
(b)	On<br> April 16, 2024, the Company issued 200,000 common shares pursuant to the signing of a<br> collaboration agreement with respect to its proposed phosphate mine and LFP CAM plant<br> project in the Saguenay-Lac-Saint-Jean Region of Quebec, Canada, with a fair value of<br> $60,000.
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(c)	On<br> May 31, 2024, the Company issued 470,250 common shares upon the exercise of RSUs for<br> services received from its officers and directors. The Company also issued 325,933 common<br> shares due to the exercise of RSUs for services received from consultants. The fair value<br> of the RSUs on the grant date was computed as $334,418 and was reclassified upon exercise<br> from contributed surplus to capital stock.
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FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

During the three months ended May 31, 2023

(a)	On<br> March 1, 2023, the Company issued 184,480 common shares, on the exercise of warrants<br> and $68,257 was reclassified from shares to be issued to capital stock. On March 9, 2023,<br> the Company issued 53,760 common shares at $0.25 per share, on the exercise of brokers’<br> warrants, for total proceeds of $13,440. The fair value of warrants on the grant date<br> was computed as $7,215 and was reclassified upon exercise from contributed surplus to<br> capital stock.
(b)	On<br> March 10, 2023, the Company issued 27,173 common shares with a fair value of $22,825<br> for the purchase of 13 mineral claims in the Begin-Lamarche area (see note 11(b)).
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(c)	On<br> April 24, 2023, the Company issued 1,205,217 units at $0.70 per unit for gross proceeds<br> of $843,652. Each unit consisted of one share and one half of one common share purchase<br> warrant. Each whole warrant is exercisable for one additional share at a price of $1.25<br> until April 24, 2026. The value of share capital of $614,660 was determined using the<br> fair market value of the shares on the date of issuance and the residual proceeds of<br> $228,992 were allocated to warrants. The Company paid $22,760 as brokers’ fees<br> and issued 12,514 warrants as brokers’ warrants with an exercise price of $1.25<br> per share which expire on April 24, 2026. The fair value of the broker warrants was computed<br> as $2,900 using the Black Scholes pricing model and recorded as share issuance costs.
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(d)	On<br> April 24, 2023, the Company issued 1,869,375 FT units at $0.80 per unit for gross proceeds<br> of $1,495,500. Each FT unit consists of one flow-through common share and one half of<br> one common share purchase warrant. Each whole warrant is exercisable for one additional<br> non-flow through share at a price of $1.25 until April 24, 2026. The value of share capital<br> of $1,140,320 (before deduction of $186,938 flow-through premium) was determined using<br> the fair market value of the shares on the date of issuance and the residual proceeds<br> of $355,180 were allocated to warrants. The Company paid $60,384 as brokers’ fees<br> and issued 57,980 warrants as brokers’ warrants with an exercise price of $1.25<br> per share which expire on April 24, 2026. The fair value of the warrants was computed<br> as $13,438 using Black Scholes pricing model and recorded to share issuance costs.
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(e)	On<br> April 30, 2023, the Company issued 42,857 shares as finder’s fees for the above<br> private placements with a fair value of $21,857. Additionally, the Company incurred legal<br> fees of $36,218 with respect to the above private placements.
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(f)	On<br> May 17, 2023, the Company issued 7,143 common shares at $0.50 per share for gross proceeds<br> of $3,572, on the exercise of warrants. The fair value of warrants on the grant date<br> was computed as $nil, accordingly no amount was reclassified upon exercise from contributed<br> surplus to capital stock.
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(g)	On<br> May 30, 2023, the Company issued 4,480 common shares at $0.25 per share, on the exercise<br> of brokers’ warrants, for total proceeds of $1,120. The fair value of warrants<br> on the grant date was computed as $600 and was reclassified upon exercise from contributed<br> surplus to capital stock.
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FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

OmnibusPlan

On July 26, 2023, the Omnibus Equity Incentive Plan (the “Omnibus Plan”) was approved and adopted by the Board, which was implemented on August 25, 2023. The Omnibus Plan replaces the 2022 Plan and establishes an RSU and option plan providing the Company with the flexibility to grant diverse equity awards as part of its objective to attract, retain and motivate highly qualified directors, officers, employees, and consultants. It is a long-term incentive plan that permits the grant of options and RSUs (together, the “Awards”). The purpose of the plan is to promote share ownership of eligible individuals to align the interests of such individuals with the interest of the Company’s shareholders.

Under the Omnibus Plan, eligible persons may be allocated a number of Awards as the board deems appropriate, with vesting provisions also to be determined by the board. Upon vesting, eligible participants shall be entitled to receive cash or common shares from treasury to satisfy all or any portion of a vested RSU award. The expiry date of options granted pursuant to the Omnibus Plan is set by the board and must not be later than ten periods from the date of grant.

RestrictedShare Units

On April 30, 2024, a consultant of the Company was granted 140,000 RSUs. 14,000 RSUs vest on May 31, 2024 and the remaining RSUs vest in increments of 42,000 on August 31, 2024, November 30, 2024 and February 28, 2025.

On May 7, 2024, several consultants of the Company were granted an aggregate of 290,000 RSUs. The RSUs vest as follows: (i) 116,000 on August 31, 2024, (ii) 87,000 on November 30, 2024, and (iii) 87,000 on February 28, 2025.

The following details the changes in outstanding RSUs for the three months ended May 31, 2024:

	Number of RSUs
Outstanding, March 1, 2023	—
Granted during the period	—
Vested and exercised during the period	—
Outstanding, May 31, 20243		—
Outstanding, March 1, 2024		3,074,298
Granted during the period		430,000
Vested and exercised during the period		(880,799	)
Outstanding, May 31, 2024		3,074,298
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FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

The following is a summary of RSUs outstanding and exercisable as of May 31, 2024:

Expiry date
December 15, 2026	2,273,898	—
December 15, 2027	800,400	—
	3,074,298	—

For the three months ended May 31, 2024, the Company recorded $469,446 of share-based compensation related to the vesting of RSUs (May 31,2023 - $Nil).

Options

The following details the changes in outstanding options for the three months ended May 31, 2024:


Outstanding, March 1, 2023	6,225,000
Issued during the period	832,000
Cancelled during the period	(225,000	)
Outstanding as at May 31, 2023	6,832,000
Outstanding, February 29, 2024	9,893,000
Issued during the period	250,000
Outstanding, May 31, 2024	10,143,000

All values are in US Dollars.

The following is a summary of options outstanding and exercisable as of May 31, 2024:

Expiry date
June 27, 2024	25,000	25,000	0.08
September 30, 2024	183,000	183,000	0.33
February 22, 2026	3,075,000	2,306,250	1.73
February 22, 2026	2,850,000	2,137,500	1.73
September 01, 2026	750,000	375,000	2.25
December 29, 2026	410,000	—	2.58
April 16, 2027	250,000	—	2.88
December 29, 2028	2,600,000	—	4.58
	10,143,000	5,026,750

All values are in US Dollars.

17	P a g e

FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended May 31, 2024, the Company recorded $296,472 of share based compensation related to the vesting of options (2023 - $542,805). The fair value of options was determined based on the Black Scholes pricing model, with the following weighted average inputs:

Weighted Averages
Share price	$	0.30
Dividend yield		Nil
Exercise price	$	0.40
Risk-free interest rate		4.09	%
Expected volatility		100	%
Expected expiration		3.00

Warrants

The following details the changes in outstanding warrants for the three months ended May 31, 2024:


Outstanding as at February 28, 2023	6,547,477
Issued during the period	1,607,789
Exercised during the period	(65,383	)
Outstanding as at May 31, 2023	8,089,883
Outstanding, February 29, 2024	16,962,927
Issued during the period	—
Outstanding, May 31, 2024	16,962,927

All values are in US Dollars.

The following is a summary of warrants outstanding and exercisable as at May 31, 2024:

Expiry date
August 23, 2024	80,640	80,640	0.23
December 31, 2025	10,024,498	10,024,498	1.58
April 24, 2026	1,607,789	1,607,789	1.92
December 31, 2028	5,250,000	2,625,000	4.58
	16,962,927	14,337,927

All values are in US Dollars.

18	P a g e

FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

12.	Related<br> Party Transactions

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

Key management personnel compensation is comprised of:

	For the three months ended
	May 31, 2024	May 31, 2023
Share based compensation
Management fees
Professional fees
Directors’ fees
Financing fees
Consulting fees

All values are in US Dollars.

There are no amounts owed to related parties as of May 31, 2024.

The financing fee relates to warrants granted by the Company to key management personnel pursuant to the Credit Facility with the management. Further details may be found in Note 8.

13.	Financial<br> Instruments

Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments as follows: cash and cash equivalents, and investments at FVTPL and restricted cash and accounts payable at amortized cost. The carrying values of these instruments approximate their fair values due to their short term to maturity.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

19	P a g e

FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

The following table sets forth the Company’s financial assets measured at fair value by levels within the fair value hierarchy:

			As at May 31, 2024
	Level<br>1	Level<br>2	Level<br>3	Total
Cash and cash equivalents
Long-term investments

All values are in US Dollars.

The investments in Level 3 include the investment in privately held companies that are not quoted on an exchange. Management believes that the price of the shares in the investee’s most recent private placement approximates the fair value.

The Company is exposed in varying degrees to a variety of financial instrument related risks:

Creditrisk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to a significant credit risk as its maximum exposure relates to cash and restricted cash totaling $1,691,673. The Company mitigates the credit risk of cash by depositing with only reputable financial institutions. The Company also assesses the credit quality of counterparties, taking into account their financial position, past experience and other factors.

Liquidityrisk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company as at May 31, 2024, has $1,651,673 in cash and cash equivalents and $40,000 in restricted cash and $528,735 in financial liabilities, which represents the Company's maximum exposure to liquidity risk.

The Company has no financial liabilities with a contractual maturity greater than one period. As at May 31, 2024, the Company has sufficient working capital to satisfy its financial liabilities.

Marketrisk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

(a)	Interest<br> rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a change in the interest rate is low, as the Company has no investments or liabilities with variable interest rates.

20	P a g e

FIRST PHOSPHATE CORP.

Notesto the Condensed Interim Financial Statements

May 31, 2024

(Expressed in Canadian Dollars)

(Unaudited)

(b)	Foreign<br> currency risk

Foreign currency risk is the risk that the fair value of future cash flows of the Company’s financial instruments will fluctuate as a result of changes in foreign exchange rates. As of May 31, 2024, a portion of the Company’s financial assets, comprising long-term investments, are held in Great British Pound (“GBP”). 1% change in the exchange rate would result in a change of net loss or gain by $1,350. The impact of fluctuations in foreign exchange rates is not significant and, accordingly, a sensitivity analysis has not been provided.

(c)	Price<br> risk

Price risk is related to equity and commodity price risks. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. As the Company holds no significant equity or commodity related investments or assets, the Company has minimal exposure to price risk.

14.	Capital Risk Management

The Company considers its capital to be comprised of shareholders’ equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. Although the Company has been successful at raising funds in the past through the issuance of capital stock, it is uncertain whether it will continue this method of financing due to the current difficult market conditions.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

Management reviews the capital structure on a regular basis to ensure that the above objectives are met. There have been no changes to the Company’s approach to capital management during the periods ended May 31, 2024. The Company is not subject to externally imposed capital requirements.

15.	Segmented Information

The Company has one operating segment involved in the exploration of mineral properties. All of the Company's operations and long-lived assets for the three months ended May 31, 2024 were in Canada.

21	P a g e

Exhibit99.2

FORM51-102F1

MANAGEMENTDISCUSSION AND ANALYSIS

FIRSTPHOSPHATE CORP.

FORTHE THREE MONTHS ENDED MAY 31, 2024 AND 2023

This management’s discussion and analysis (“MD&A”) covers the financial statements of First Phosphate Corp. (the “Company”) For the period ended May 31, 2024 and for the comparable period ended May 31, 2023. This MD&A should be read in conjunction with the condensed interim financial statements and notes thereto for the period ended May 31, 2024 and May 31, 2023 (the “Interim Financial Statements”). The information contained in this report is current to July 09, 2024 and has been approved by the Company’s board of directors (the “Board”).

This discussion should be read in conjunction with the Company’s audited annual financial statements for the period ended February 29, 2024 and February 28, 2023, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s financial statements and the financial information contained in the MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee.

The Company’s certifying officers are responsible for ensuring that the condensed interim financial statements and MD&A do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company’s officers certify that the condensed interim financial statements and MD&A fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as the date hereof.

The Board approves the condensed interim financial statements and MD&A and ensures that the Company’s officers have discharged their financial responsibilities. The Board’s review is accomplished principally through the Audit Committee, which reviews and approves all financial reports prior to filing.

Additional information related to the Company is available on SEDAR at www.sedar.com.

FORWARDLOOKING STATEMENTS

Information set forth in this MD&A 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 MD&A or other reports and filings with applicable Canadian securities regulations. 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. Investors are cautioned against attributing undue certainty to forward-looking statements.

DESCRIPTION OF BUSINESS AND OVERVIEW

The Company was incorporated in British Columbia on September 18, 2006. On June 29, 2022 the Company filed articles of amendment with the Province of British Columbia changing its name from First Potash Corp. to First Phosphate Corp. The address of the Company’s corporate office and registered and records office is 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7.

Since May 2022 the Company has been in the business of acquiring, exploring and developing igneous anorthosite rock mineral properties in the Saguenay-Lac-St-Jean Region of Quebec for the purposes of developing and producing apatite (phosphate) concentrate, ilmenite (titanium) concentrate and magnetite (iron) concentrate. The Company now holds over 1,500 sq. km of royalty-free district-scale land claims.

The Company’s mining properties are located in Quebec, a North American electrification industry hub. The properties are strategically located in proximity to the Chicoutimi – Jonquiere population centre, Quebec’s 5th largest population centre, with a skilled industrial workforce. The Saguenay-Bagotville Airport is within approximately 77 kms from the Bégin-Lamarche Property, with daily flights to Montreal. The Company has road access to the deep sea Port of Saguenay for international shipment of its concentrates as well as the ability to build industrial facilities at the Port of Saguenay. Clean Quebec Hydro is present in the vicinity of many of the Company’s mining claims as well as at the Port of Saguenay. The Company’s flagship property of Lac à l’Orignal as well as Bégin-Lamarche are located on four season, heavy haul gavel roads connected to a paved provincial highway and to the Port of Saguenay. The Company has a formal memorandum of understanding (MOU) in place with the Port of Saguenay.

The Company is a mineral development company fully dedicated to extracting and purifying phosphate for the eventual downstream production of cathode active material (“CAM”) for the Lithium Iron Phosphate (“LFP”) battery industry. Through prudent downstream partnerships, the Company plans to vertically integrate from mine source to eventual production of purified phosphoric acid and LFP CAM for use in the manufacture of LFP batteries for various industries such as energy storage, electric vehicles (“EV”) and other industries.

IndustryDevelopements

The global LFP battery market size was USD 15.28 billion in 2023 and is projected to grow from USD 19.07 billion in 2024 to USD 124.42 billion by 2032 at a compound annual growth rate (“CAGR”) of 25.6%. Fortune Business Insights™ has mentioned these insights in its research report, titled, “Global Lithium Iron Phosphate Battery Market, 2024-2032.”

According to the study, demand for LFP batteries across passenger cars and electric vehicles will boost industry growth. LFP battery packs have gained traction by offering high voltage, power density, long life cycle, less heating, and increased safety conventional EV batteries. Soaring demand for EVs is projected to boost the demand for LFP battery components. On November 16, 2022, President Biden signed the Inflation Reduction Act (IRA) into law, marking a significant action the US Congress has taken on clean energy and climate change which affects the demand for clean energy storage solutions.

Changesin Mineral Properties and Claims

Lacà l’Orignal Flagship Area: The Company’s material exploration property is the Lac à l’Orignal Property, which is based on a technical report dated November 17, 2022 and entitled “Technical Report and Initial Mineral Resource Estimate of the Lac à l’Orignal Phosphate Property, Saguenay-Lac-Saint-Jean Region, Northern Quebec” (the “Technical Report”) as prepared by Antoine Yassa, P. Geo, registered geologist of 3602 Rang des Cavaliers, Rouyn- Noranda, J0Z 1Y2. Preliminary Metallurgical Testwork on the property was performed by the Quebec division of SGS Canada Inc. (“SGS”) and published on March 20, 2023. As well, a Mineralogical Study by Queen’s University was published on March 14, 2023. The Company announced a completed Preliminary Economic Assessment (“PEA”) on this property on July 26, 2023.

On September 11, 2023, the Company filed on SEDAR+, its PEA on the Lac à l’Orignal Property, Quebec, Canada. The PEA provides a viable case for developing the property by open pit mining for the primary production of a phosphate concentrate and secondary recovery of magnetite and ilmenite concentrates.

The PEA by P&E Mining Consultants Inc. meets the requirements as defined in Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects. This PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be classified as Mineral Reserves. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no guarantee that First Phosphate will be successful in obtaining any or all of the requisite consents, permits or approvals, regulatory or otherwise, for the project to be placed into production.

The Company will determine if and when to proceed with Phase 2 as outlined in the PEA after additional drilling is completed on, and a NI 43-101 compliant report is received for the Bégin-Lamarche property. The Company will, at that point, decide how to conduct environmental baseline studies and commence deeper stakeholder engagement and consultations (Quebec BAPE will be considered). The baseline studies should focus on aquatic, terrestrial and hydrological monitoring and documentation. A formal community, government, and stakeholder consultation plan should be developed and implemented, and all activities documented. This phase would also include pre-feasibility studies (whether internal or formalized) as well as advanced metallurgical studies, definition drilling activities all in view to moving to a formal feasibility study. The Company will update as to the Phase 2 program (pre-feasibility and feasibility study) in the coming quarters after it is comfortable to have finalized drilling results at Bégin-Lamarche and fully understood the potential of this property vis-à-vis Lac à l’Orignal.

There was no expenditure incurred on the Lac à l’Orignal property during the period.

Begin-LamarcheArea: The Company’s secondary exploration property is found at Bégin- Lamarche which is 75 km driving distance from the deep sea Port of Saguenay. On June 5, 2023, the Company announced the results of its 4,274 m drill program on the property which yielded the discovery of two main zones with multiple open pit accessible phosphate-bearing layers.

On April 29, 2024, the Company completed a 25,929 m drill program at the property. A total of 99 drill holes drilled at 100-m spacing covered the entire length of the favorable phosphate horizon. Four phosphate bearing zones were discovered over a strike length of 2.5 km. The Phosphate Mountain Zone has been drilled for a total length of 250 m. This zone is beginning to merge (from the southwest) with the Northern Zone where a 500 m thick phosphate mineralized envelope exists, one which has delineated up to 5 individual layers ranging from 60 m to 100 m in thickness starting at surface and continuing down to a depth of 300 m. The overall strike length of the Phosphate Mountain Zone and the Northern Zone is approximately 600 m. The Southern Zone has been drilled at 100 m spaced sections over a strike length of 1,700 m. Results to date from the Southern Zone show continuous widths in excess of 100 m of phosphate mineralization. The Northwestern Zone has an average width of 40 m and a length of 700 m. All analyses have been received and a 43-101 resource estimate is now being prepared.

Expenditures for the period on the Bégin-Lamarche property have amounted to $3,689,198. Immediate expenditures for this property will be final expenses from the drill program and the NI 43-101 resource estimate which is currently expected to occur in the three months ending August 31, 2025.

BlueskyProperty: The Bluesky Property consists of a series of staked claims areas within 250 km or less from the Port of Saguenay, Quebec. Ongoing surface sampling, prospecting and other forms of reconnaissance will occur on these properties in future quarters. These properties are to be considered as very early exploration.

There was no expenditure incurred on the Bluesky property during the period.

The Bluesky Property is fully impaired as management decides which of these claims to pursue work on in order to maintain them. At the moment, prior existing work will be used to maintain whatever claims qualify as management directs its resources to the other mineral properties that are at more advanced stage (Lac à l’Orignal / Bégin-Lamarche). Management believes that technical feasibility and commercial viability would come demonstrably quicker for one of the other properties (Lac à l’Orignal or Bégin- Lamarche) as opposed to the Bluesky Property.

All mineral areas have not generated revenue thus far. The Company is in the exploration phase at Lac à l’Orignal, in the advanced drilling phase at Bégin-Lamarche and at the early exploration phase in the Bluesky area. The Company continues to determine the commercial feasibility of Lac à l’Orignal and Bégin-Lamarche.

Changesin Share Capital

On April 5, 2024, the Company issued 84,616 common shares upon the exercise of restricted share units (“RSUs”) for services received from a consultant. The fair value of the RSUs on the grant date was computed as $33,000 and was reclassified upon exercise from contributed surplus to capital stock.

On April 16, 2024, the Company issued 200,000 common shares pursuant to the signing of a collaboration agreement with respect to its proposed phosphate mine and LFP CAM plant project in the Saguenay-Lac-Saint-Jean Region, with a fair value of $60,000.

On May 31, 2024, the Company issued 470,250 common shares upon the exercise of RSUs for services received from its officers and directors. The Company also issued 325,933 common shares due to the exercise of RSUs for services received from consultants. The fair value of the RSUs on the grant date was computed as $334,418 and was reclassified upon exercise from contributed surplus to capital stock.

OtherEvents

March 4, 2024: The Company announced that it had received a mining research and innovation grant from the Quebec Ministry of Natural Resources and Forestry (“MRNF”). The grant provides financial support to the Company in the way of $315,236 to continue mineralogical study on its apatite, ilmenite and magnetite concentrates. The project also includes the processing of the Company’s mine tailings for re-use in the cement construction industry.

March 13, 2024: The Company signed a memorandum of understanding (“MOU”) with Groupe Goyette (“GG”) of Saint-Hyacinthe, Quebec for the accommodation of the Company’s logistical footprint at the Hébertville-Station intermodal facility in the Saguenay-Lac-St-Jean. The Company also announced that it appointed Armand MacKenzie as Vice President, Government Relations.

March 19, April 2, April 23, and May 14, 2024: On March 19, April 2, April 23, and May 14, 2024, the Company announced the first four sets of assay results from its 25,000m drill program at its Bégin-Lamarche Property. The Company’s 25,929 m drill program was completed ahead of schedule on April 29, 2024. A total of 99 drill holes drilled at 100-m spacing covered the entire length of the favorable phosphate horizon. Four phosphate bearing zones were discovered over a strike length of 2.5 km. The Phosphate Mountain Zone has been drilled for a total length of 250 m. This zone is beginning to merge (from the southwest) with the Northern zone where a 500 m thick phosphate mineralized envelope exists, one which has delineated up to 5 individual layers ranging from 60 m to 100 m in thickness starting at surface and continuing down to a depth of 300 m. The overall strike length of the Phosphate Mountain Zone and the Northern Zone is approximately 600 m. The Southern Zone has been drilled at 100 m spaced sections over a strike length of 1,700 m. Results to date from the Southern Zone show continuous widths in excess of 100 m of phosphate mineralization. The Northwestern zone has an average width of 40 m and a length of 700 m. All analyses have been received and a 43-101 resource estimate is now being prepared.

March 26, 2024: The Company announced two peer-reviewed publications in scientific journals and one research report have been published on its properties at Lac à l’Orignal and Bégin-Lamarche.

April 9, 2024: The Company and Pekuakamiulnuatsh Takuhikan signed a collaboration agreement with respect to its proposed phosphate mine and Lithium Iron Phosphate (LFP) cathode active material plant project in the Saguenay-Lac-Saint-Jean Region of Quebec, Canada. On April 16, 2024, the Company issued 200,000 common shares in accordance with the terms of the collaboration agreement.

April 16, 2024 : The Company announced the appointment of Gary Stanley to the advisory board of the Company. Gary Stanley has more than 40 years experience with the U.S. Department of Commerce (“DOC”) in Washington, DC. Mr Stanley has served under every U.S. President from Ronald Reagan to Joe Biden. During his tenure, Mr. Stanley worked with both public and private sector stakeholders to strengthen American supply chains and to enhance U.S. global competitiveness in critical minerals, metals, chemicals, and other materials industries. The Company granted Mr. Stanley 250,000 options exercisable at $0.40 per common share. The options vest as follows: (i) 25% on September 30, 2024, (ii) 25% on March 31, 2025, (iii) 25% on September 30, 2025, and (iv) 25% on March 31, 2026. These options expire three years from the grant date.

April 30, 2024: A consultant of the Company was granted 140,000 RSUs. 14,000 RSUs vest on May 31, 2024 and the remaining RSUs vest in increments of 42,000 on August 31, 2024, November 30, 2024 and February 28, 2025.

May 7, 2024: Two consultants of the Company were granted an aggregate of 290,000 RSUs. The RSUs vest as follows: (i) 116,000 on August 31, 2024, (ii) 87,000 on November 30, 2024, and (iii) 87,000 on February 28, 2025.

May 8, 2024: The Company entered into a partially binding letter of intent (“LOI”) with Rapid Building Systems Pty Ltd (“RBS”) of Adelaide, Australia for the development of a Rapidwall Manufacturing Plant in the Saguenay-Lac-St-Jean Region of Quebec, Canada. Upon acceptance of terms for the supply of a Rapidwall Manufacturing Plant by RBS, First Phosphate will be granted a license for the exclusive sales and marketing rights for Canada to RBS’s Rapidwall and Rapidseal products. The Rapidwall Manufacturing System would allow First Phosphate to upcycle the clean phosphogypsum produced from its proposed purified phosphoric acid (“PPA”) plant into building material panels which could be used to support housing for rural and indigenous communities in North America.

SubsequentEvents

June 10, 2024: the Ontario Securities Commission issued a receipt for a shelf prospectus dated June 6, 2024. The prospectus was filed in each of the provinces and territories of Canada and the receipt is deemed to be issued by the regulator in each of those jurisdictions if the conditions of Multilateral Instrument 11-202 Passport System have been satisfied. Under the shelf prospectus, the Company may issue and sell up to, in the aggregate, $20,000,000 of common shares, warrants, subscription receipts, units, debt securities, or any combination thereof, from time to time over a 25-month period that the Shelf Prospectus remains effective. The specific terms of any future offering of securities (if any) will be set forth in a prospectus supplement, which will be filed with the applicable Canadian securities regulatory authorities in connection with any such offering.

June 11, 2024: The Company filed and received a receipt for its final short form base shelf prospectus (the “Shelf Prospectus”). The Shelf Prospectus was filed, in both official languages (English and French), under legislation in each of the provinces and territories of Canada.

RESULTSOF OPERATIONS

Forthe three months ended May 31, 2024

The following analysis of the Company’s operating results for the three months ended May 31, 2024 includes a comparison against the three months ended May 31, 2023.

Revenue:

The Company no active business operations that generate revenue.

Expenses:

Miningexploration and metallurgy for the three months ended May 31, 2024 were $3,689,198 compared to $1,009,872 for the three months ended May 31, 2023. These expenses were related to its latest drill program at the Bégin-Lamarche property.

Professionalfees for the three months ended May 31, 2024 were $103,261 compared to $254,473 for the three months ended May 31, 2023. The professional fees comprise of the following:

	For<br> the three months<br><br> <br>ended<br> May 31, 2024<br> $	For<br> the three months<br><br> <br>ended<br> May 31, 2023<br> $
Legal<br> fees	17,299	105,430
Accounting<br> fees	85,962	139,043
Audit<br> fee	—	10,000
	103,261	254,473

The decrease in legal and accounting fees is due to the decrease in the level of activities that requires engaging the services of the respective professionals. The decrease in audit fees is due to Company not going through an auditor review this period.

Businessdevelopment for the three months ended May 31, 2024 were $193,107 compared to $487,586 for the three months ended May 31, 2023. The decrease in expense is due to the decrease in the level of business development activities during the period.

ConsultingFees for the three months ended May 31, 2024 were $10,000 compared to $81,690 for the three months ended May 31, 2023. The decrease in expense is due to the decrease in the level of marketing activities during the period. Consulting fees were incurred relating mostly to market research initiatives.

Managementfees for the three months ended May 31, 2024 were $nil compared to $144,000 for the three months ended May 31, 2023. Management fees relate to the executive management and staffing for the Company. Starting September 1, 2023, management fees are paid via the issuance of RSUs and are presented as share based compensation.

Directors'Fees for the three months ended May 31, 2024 were $nil compared to $43,200 for the three months ended May 31, 2023. Fees have been incurred for non-executive directors. Starting September 1, 2023, director fees are paid via the issuance of RSUs and are presented as share based compensation.

Generaladministrative expenses for the three months ended May 31, 2024 were $73,523 compared to $69,106 for the three months ended May 31, 2023.

Regulatoryfiling fees for the three months ended May 31, 2024 were $57,210 compared to $76,321 for the three months ended May 31, 2023. The decrease in cost is due to the Company completing a major portion of its CSE filing in the previous period.

Sharebased compensation for the three months ended May 31, 2024 were $765,918 compared to $283,385 for the three months ended May 31, 2023. Share based compensation was recorded for the issuance of stock options and RSUs to management, directors and consultants of the Company.

Gainon amortization of flow through liability for the three months ended May 31, 2024 were $737,807 compared to $107,680 for the three months ended May 31, 2023. The increase is reflective of the increase in the expenditures incurred on eligible exploration and evaluation activities during the period. Amortization of the flow through liability is based on the proportion of the flow through funds spent on eligible exploration and evaluation expenses.

Interestincome for the three months ended May 31, 2024 were $67,267 compared to $3,396 for the three months ended May 31, 2023. This interest relates to bank deposits.

Lossfor the period

The net loss for the three months ended May 31, 2024 was $4,185,217 as compared to $2,338,557 for the three months ended May 31, 2023. This represents an increase in net loss of $1,846,660 and is due to the items discussed above.

SUMMARY OF QUARTERLY RESULTS

The following quarterly financial data is derived from the financial statements of the Company as at and for the three-month periods ended on the dates indicated below. The information should be read in conjunction with the Company’s condensed interim financial statements and the accompanying notes thereto.

	May<br> 31/24<br><br> $	Feb<br> 29/24<br><br> $	Nov<br> 30/23<br><br> $	Aug<br> 31/23<br><br> $
Total<br> assets	6,895,055	12,995,758	5,161,891	5,465,682
Working<br> capital	1,628,755	4,889,979	740,477	663,345
Shareholders’<br> equity	5,953,075	9,312,374	4,490,596	4,413,464
Net<br> loss	(4,185,217)	(3,764,747)	(946,590)	(1,242,574)
Loss<br> per share	(0.06)	(0.07)	(0.02)	(0.02)
	May<br> 31/23	Feb<br> 28/23	Nov<br> 30/22	Aug<br> 31/22
---	---	---	---	---
	$	$	$	$
Total<br> assets	6,125,429	5,933,078	4,372,481	3,509,510
Working<br> capital	1,699,072	1,695,036	71,610	607,249
Shareholders’<br> equity	5,449,191	5,422,330	2,865,844	3,368,132
Net<br> loss	(2,338,557)	(2,138,999)	(1,115,884)	(490,410)
Loss<br> per share	(0.05)	(0.05)	(0.03)	(0.03)

The net loss for the three months ended May 31, 2024, was $4,185,217 compared to a net loss for the three months ended May 31, 2023 of $2,338,557. The larger loss in the three months ended May 31, 2024 is primarily due to the increase in mineralogical, metallurgical and exploration related expenditures incurred during the period.

LIQUIDITYAND CAPITAL RESOURCES

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company currently does not generate revenue. It has incurred losses and negative cash flows from operations since inception. To maintain or adjust the capital structure, the Company may attempt to issue new shares. The Company intends to raise capital by future financings. There is no guarantee that additional financing will be available or that it will be available on terms acceptable to management of the Company. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing. If the Company is not successful in raising sufficient capital, the Company may have to curtail or otherwise limit its operations. See “Risk Factors” of this MD&A.

As of May 31, 2024, the Company had cash of $1,651,673, restricted cash of $40,000 and $528,735 in financial liabilities. The Company intends to raise capital by future financings. There is no guarantee that additional financing will be available or that it will be available on terms acceptable to management of the Company.

The Company’s certain directors and management have agreed to be compensated in non-cash consideration until February 28, 2026 to assist the Company with maintaining sufficient cash flow.

Use of Proceeds Assuming No Additional Financing

As of the date of this MD&A, the Company intends to use its financial resources for the advancement of the objectives and milestones outlined below over the next 12 months.

Category	Expense
Exploration<br> & Metallurgical Activities^(1)^	$578,736
Mineral<br> Resource & Other Studies^(2)^	$750,000
Audit<br> and Accounting	$166,500
Public<br> Company Costs	$114,100
Public<br> Relations and Business Development	$90,200
Marketing,<br> Conferences and Travel	$66,000
Legal	$72,000
General<br> and Administration	$237,600
Total	$2,075,136

1. Drilling and exploratory expenses related to the Bégin-Lamarche property as well as investment in complementary technologies. This budgeted amount is comprised of $422,000 for metallurgy; $108,736 for geological reconnaissance and prospecting; and $48,000 for geology and claims renewals.

2. Expenses related to proving out the mineral resource estimate at the Bégin-Lamarche property. This budgeted amount is comprised of $545,000 for PEA work; $105,000 for university studies; and $100,000 for other studies.

At a meeting of the Company’s board of directors, and as subsequently extended by resolution, the Company determined to compensate certain directors and management in non-cash consideration until February 28, 2026 to assist the Company with maintaining sufficient cash flow. Parties subject to this arrangement provided written agreement to the arrangement. By adhering to the planned operating budget as set forth in the table above, the Company projects that it has the financial resources to maintain operations beyond July 2025.

The Company has incurred negative operating cash flow since inception. The Company expects to use the net proceeds from the sale of securities in pursuit of objectives set out in this MD&A. However, to the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of the net proceeds from the sale of securities and/or its existing working capital to fund such negative cash flow. In addition, the funds raised pursuant to any sale of securities may not be sufficient to fund the Company’s objectives as set out above. See “Risk Factors”.

OFF-BALANCESHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

CAPITALSTOCK

The authorized capital stock of the Company is an unlimited number of common shares and an unlimited number of preferred shares issuable in series. As at May 31, 2024, the Company had 74,867,570 Common Shares outstanding with share capital of $26,737,052 and as at May 31, 2023, the Company had 51,713,207 common shares outstanding with share capital of $18,480,596. As at the date of this MD&A, the Company has 74,867,570 common shares outstanding. There are no preferred shares issued or outstanding.

OmnibusEquity Incentive Plan

On July 26, 2023, the Omnibus Equity Incentive Plan (the “Omnibus Plan”) was approved and adopted by the Board, which was implemented on August 25, 2023. The Omnibus Plan replaces the Company’s stock option plan (the “Legacy Stock Option Plan”) and restricted share unit plan (“Legacy RSU Plan”). The Omnibus Plan provides the Company with the flexibility to grant diverse equity awards as part of its objective to attract, retain and motivate highly qualified directors, officers, employees and consultants, all granted under one plan which will allow such awards to be subject to the same administration and overall limits. The Omnibus Plan was approved by disinterested shareholders at the Company’s annual and special meeting of shareholders held on August 25, 2023.

No further grants of Options are to be made under the Legacy Stock Option Plan or awards of RSUs under the Legacy RSU Plan.

The Omnibus Plan is a “rolling” share-based compensation plan pursuant to which the aggregate number of common shares reserved for issue under the Omnibus Plan may not exceed twenty percent (20%) of the common shares issued and outstanding at the time of option or RSU grant. Outstanding options under the Legacy Stock Option Plan continue to be governed by the Legacy Stock Option Plan. The Company had no RSUs issued and outstanding at the time of disinterested shareholder approval for the Omnibus Plan. The Company currently has 10,143,000 common shares reserved for issuance pursuant to options grants and 2,623,500 common shares pursuant to RSU grants. In aggregate, the Company has 12,766,500 common shares reserved for issuance pursuant to options and RSUs granted and outstanding, representing 14.4% of the common Shares outstanding on a partially diluted basis.

As of the date of this MD&A, the Company is authorized to issue up to 2,232,016 options or RSUs.

Restricted Share Units

The following details the changes in outstanding RSUs for the three months ended May 31, 2024:

	Number<br> of RSUs
Outstanding,<br> March 1, 2023	—
Granted<br> during the period	—
Vested<br> and exercised during the period	—
Outstanding,<br> May 31, 20243	—
Outstanding,<br> March 1, 2024	3,074,298
Granted<br> during the period	430,000
Vested<br> and exercised during the period	(880,799)
Outstanding,<br> May 31, 2024	3,074,298

The following is a summary of RSUs outstanding and exercisable as at May 31, 2024:

Expiry<br> date	Number<br> of<br><br> <br>RSUs<br><br> <br>outstanding	Number<br> of<br><br> <br>RSUs<br><br> <br>exercisable
December<br> 15, 2026	2,273,898	—
December<br> 15, 2027	800,400	—
	3,074,298	—

For the three months ended May 31, 2024, the Company recorded $469,446 of share-based compensation related to the vesting of RSUs (May 31,2023 - $Nil).

As at the date of the MD&A, the Company has 3,074,298 RSUs outstanding.

Options

The following details the changes in outstanding options for the three months ended May 31, 2024:

	Number<br> of<br><br> <br>Options	Weighted<br> Average<br><br> <br>Exercise<br> Price<br> $
Outstanding,<br> March 1, 2023	6,225,000	0.3
Issued<br> during the period	832,000	0.70
Cancelled<br> during the period	(225,000)	0.35
Outstanding<br> as at May 31, 2023	6,832,000	0.35
Outstanding,<br> February 29, 2024	9,893,000	0.37
Issued<br> during the period	250,000	0.40
Outstanding,<br> May 31, 2024	10,143,000	0.37

The following is a summary of options outstanding as at May 31, 2024:

Expiry<br> date	Number<br> of<br><br> <br>options<br><br> <br>outstanding	Number<br> of<br><br> <br>options<br><br> <br>exercisable	Exercise<br><br> <br>price<br><br> $	Life<br><br> <br>remaining
June<br> 27, 2024	25,000	25,000	0.7	0.08
September<br> 30, 2024	183,000	183,000	0.7	0.33
February<br> 22, 2026	3,075,000	2,306,250	0.25	1.73
February<br> 22, 2026	2,850,000	2,137,500	0.35	1.73
September<br> 01, 2026	750,000	375,000	0.70	2.25
December<br> 29, 2026	410,000	—	0.40	2.58
April<br> 16, 2027	250,000	—	0.40	2.88
December<br> 29, 2028	2,600,000	—	0.40	4.58
	10,143,000	5,026,750

Weighted Averages
Share<br> price	$0.30
Dividend<br> yield	Nil
Exercise<br> price	$0.40
Risk-free<br> interest rate	4.09%
Expected<br> volatility	100%
Expected<br> expiration	3.00

As at the date of this MD&A, the Company has 10,143,000 options outstanding and of which 5,026,750 options are exercisable.

Warrants

The following details the changes in outstanding warrants for the three months ended May 31, 2024:

	Number<br> of<br><br> <br>warrants	Weighted<br> Average<br><br> <br>Exercise<br> Price<br> $
Outstanding<br> as at February 28, 2023	6,547,477	0.49
Issued<br> during the period	1,607,789	1.20
Exercised<br> during the period	(65,383)	0.28
Outstanding<br> as at May 31, 2023	8,089,883	0.65
Outstanding,<br> February 29, 2024	16,962,927	0.54
Issued<br> during the period	—	—
Outstanding,<br> May 31, 2024	16,962,927	0.54

The following is a summary of warrants outstanding as at May 31, 2024

Expiry<br> date	Number<br> of<br><br> <br>warrants<br><br> <br>outstanding	Number<br> of<br><br> <br>warrants<br><br> <br>exercisable	Exercise<br><br> <br>price<br><br> $	Weighted<br><br> <br>average<br> life<br><br> <br>remaining
August<br> 23, 2024	80,640	80,640	0.25	0.23
December<br> 31, 2025	10,024,498	10,024,498	0.50	1.58
April<br> 24, 2026	1,607,789	1,607,789	1.25	1.92
December<br> 31, 2028	5,250,000	2,625,000	0.40	4.58
	16,962,927	14,337,927

As at the date of this MD&A, the Company has 16,962,927 warrants outstanding.

RELATEDPARTY TRANSACTIONS

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

Keymanagement personnel

Related party	Relationship
John Passalacqua	Chief Executive Officer<br> (“CEO”) and Director
Laurence W. Zeifman	Chairman and Independent<br> Director
Bennett Kurtz	Chief<br> Administrative Officer (“CAO”), Chief Financial Officer (“CFO”), Corporate Secretary,<br><br> <br>and<br> Director
Marc Branson	Independent Director
Gilles Laverdiere	Chief Geologist	^(1)^
(1)	He<br> is considered related parties under securities law and not under IAS 24.
---	---

Remuneration attributed to key management personnel can be summarized as follows:

	For the<br><br> <br>three months ended May 31,
	2024<br><br> $	2023 $
Share<br> based compensation	485,894	194,472
Management<br> fees	—	144,000
Professional<br> Fees	—	65,000
Directors’<br> fees	—	43,200
Financing<br> fees	99,774	—
Consulting<br> Fees	—	30,000
	585,668	476,672

There are no amounts owed to related parties as of May 31, 2024.

Director and Management Services Agreements

The Company has director and management service agreements with each of its directors and officers that allow for termination without cause so long as 30 day prior written notice is provided by either party. Under each agreement, the consultant is entitled to a monthly payment in cash but the Company has the option to issue common shares as payment in lieu.

For the three months ended May 31, 2024, ExpoWorld Ltd. (with John Passalaqua as principal) received $171,587 in fees comprised of $nil for management services (May 31, 2023 - $67,500) in their capacity as a CEO, $nil directors fees (May 31, 2023 - $nil), and $171,587 (May 31, 2023 - $ 39,717) in share based compensation comprised of options and RSUs. Mr. Passalaqua is the CEO and director of the Company.

For the three months ended May 31, 2024, POF Capital Corp. (with Bennett Kurtz as principal) received $124,050 in fees comprised of $nil for management services (May 31, 2023 - $36,000) in their capacity as a CAO, $nil directors fees (May 31, 2023 - $nil), and $124,050 (May 31, 2023 - $19,859) share based compensation comprised of options and RSUs. He also serves as a CAO, CFO, Corporate Secretary, and Director of the Company.

For the three months ended May 31, 2024, Capwest Investments Inc. (with Marc Branson as principal) received $95,128 in fees comprised of $nil for management services (May 31, 2023 - $nil), $nil for directors fees (May 31, 2023 - $21,600), $nil for consulting fees (May 31, 2023 - $30,000) and $95,128 (May 31, 2023 $ 19,859) share based compensation comprised of Options and RSUs. Mr. Branson serves as an independent director of the Company.

For the three months ended May 31, 2024, Z Six Financial Corporation (with Laurence W. Zeifman and his spouse as the shareholders) received $95,128 in fees comprised of $nil for management services (May 31, 2023 - $nil), $nil directors fees (May 31, 2023 - $21,600), and $95,128 share based compensation (May 31, 2023 - $19,859) comprised of options and RSUs. Mr. Zeifman serves as Chairman and independent director of the Company.

For the three months ended May 31, 2024, 166693 Canada Inc. (with Gilles Laverdiere as principal) received $159,163 in fees comprised of $nil for management services (May 31, 2023 - $nil), $57,800 for mining exploration and metallurgy expenses (May 31, 2023 - $30,198) comprised of cash payment, and $27,984 share based compensation (May 31, 2023 - $19,859) comprised of options. Mr. Laverdiere serves as the Chief Geologist of the Company.

FINANCIALINSTRUMENTS

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The following table sets forth the Company’s financial assets measured at fair value by levels within the fair value hierarchy:

As at May 31, 2024
	Level 1<br><br> <br>$	Level 2<br><br> <br>$	Level 3<br><br> <br>$	Total<br><br> $
Cash<br> and cash equivalents	1,691,673	—	—	1,691,673
Long-term<br> investments			134,687	134,687
	1,691,673	—	134,687	1,826,360

The Company measures its cash and cash equivalents using unadjusted quoted prices in active markets for identical assets or liabilities. The Company measures its restricted cash, accounts payable and loans payable at amortized cost.

The Company is exposed in varying degrees to a variety of financial instrument related risks:

Creditrisk

Liquidityrisk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company has no financial liabilities with a contractual maturity greater than one year. As at May 31, 2024, the Company has sufficient working capital to satisfy its financial liabilities.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing. If the Company is not successful in raising sufficient capital, the Company may have to curtail or otherwise limit its operations. From time to time the Company works to raise additional capital through private placements or other equity financing. The Company does not currently have any operations generating cash. The Company is therefore dependent upon debt and equity financing to carry out its plans. There can be no assurance that such financing will be available to the Company.

Marketrisk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

a)	Interest<br> rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a change in the interest rate is low, as the Company has no investments or liabilities with variable interest rates.

b)	Foreign<br> currency risk

c)	Price<br> risk

RISKFACTORS

Financing

The Company does not currently have any operations generating cash. The Company is therefore dependent upon debt and equity financing to carry out its plans. There can be no assurance that such financing will be available to the Company.

Exhibit 99.3

FORM 52-109FV2

Certificationof Interim Filings Venture Issuer Basic Certificate

I, John Passalacqua, the Chief Executive Officer of First Phosphate Corp. (the “Issuer”), certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together,<br>the “interim filings”) of the Issuer for the interim period ended May 31 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not<br>contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to<br>make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the<br>interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence,<br>the interim financial report together with the other financial information included in the interim filings fairly present in all<br>material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods<br>presented in the interim filings.
---	---

Date: July 9, 2024

/s/ “John Passalacqua”
John Passalacqua
Chief Executive Officer
NOTE TO READER
---
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.4

Form 52-109FV2

Certificationof Interim Filings Venture Issuer Basic Certificate

I, Bennett Kurtz, the Chief Financial Officer of First Phosphate Corp. (the “Issuer”), certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together,<br>the “interim filings”) of the Issuer for the interim period ended May 31 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br>the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated<br>or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to<br>the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence,<br>the interim financial report together with the other financial information included in the interim filings fairly present in all<br>material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods<br>presented in the interim filings.
---	---

Date: July 9, 2024

/s/ “Bennett Kurtz”
Bennett Kurtz
Chief Financial Officer
NOTE TO READER
---
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.