Exhibit 99.94

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

for the Annual General & Special Meeting of Shareholders

TO BE HELD ON August 28, 2026

Dated as of July 29, 2026

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of FIRST PHOSPHATE CORP. (the “Company”) will be held on August 28, 2026 at 12:00 p.m. (EST).

The Meeting will be held for the following purposes:

The specific details of the foregoing matters to be put before the Meeting are set forth in the information circular accompanying this notice (the “Circular”).

This notice is accompanied by the Circular, a form of proxy and a supplemental mailing list return card.

The Company will be holding its meeting in a virtual only format, via the Zoom meeting platform (“Zoom”), as permitted by the Business Corporations Act (British Columbia). Shareholders will have an equal opportunity to attend at the Meeting online regardless of geographic location. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as a guest but will not be able to vote at the Meeting. This is because the Company and its transfer agent, do not have a record of the non-registered Shareholders, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see “Appointment and Revocation of Proxy” in the Circular.

In order to access the Meeting, Shareholders will have two options, via teleconference or through Zoom (which requires internet connectivity). Any Shareholders wishing to view materials at the Meeting that may be presented by the Company’s management will need to utilize the Zoom application, but any Shareholder may listen to the Meeting via teleconference. Registered Shareholders participating via teleconference will not be able to vote in person at the Meeting as the Company’s scrutineer must take steps to verify the identity of registered shareholders using the video features.

In order to dial into the Meeting, Shareholders will phone +1 647 374 4685 and enter the Meeting ID: 990 6601 856. A participant ID will not be required.

In order to access the Meeting through Zoom, Shareholders will need to download the application, load the application and open the following link: https://zoom.us/j/5370593766?omn=99937025405

DATED at Toronto, Ontario, this July 29, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

FIRST PHOSPHATE CORP.

“Laurence W. Zeifman” 

Laurence W. Zeifman, Chairman 

MANAGEMENT INFORMATION CIRCULAR

(containing information as at July 29, 2026, unless otherwise stated)

GENERAL PROXY INFORMATION & CIRCULAR DISCLOSURE

Solicitation of Proxies

This management information circular (the “Circular”) is being furnished in connection with the solicitation of proxies by the management of First Phosphate Corp. (the “Company” or “First Phosphate”) for use at the annual general and special meeting (the “Meeting”) of the holders of common shares in the capital of the Company (the “Common Shares” and “Shareholders”, respectively) to be held completely virtually on August 28, 2026, at 12:00 p.m. (EST) for the purposes set forth in the accompanying Notice of Meeting.

The enclosed form of proxy (the “Proxy”) is solicited by management of the Company (“Management”). The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by directors, officers, and employees of the Company, to whom no additional compensation may be paid. The cost of solicitation, if any, will be borne by the Company.

These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders (both as defined below) of the Company. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Company will be holding its meeting in a virtual only format, via the Zoom meeting platform (“Zoom”), as permitted by the Business Corporations Act (British Columbia). Shareholders will have an equal opportunity to attend at the Meeting online regardless of geographic location. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as a guest but will not be able to vote at the Meeting. This is because the Company and its transfer agent, do not have a record of the non-registered Shareholders, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see “Appointment and Revocation of Proxy” below.

In order to access the Meeting, Shareholders will have two options, via teleconference or through Zoom (which requires internet connectivity). Any Shareholders wishing to view materials at the Meeting that may be presented by the Company’s management will need to utilize the Zoom application, but any Shareholder may listen to the Meeting via teleconference. Registered Shareholders participating via teleconference will not be able to vote in person at the Meeting as the Company’s scrutineer must take steps to verify the identity of registered shareholders using the video features.

In order to dial into the Meeting, Shareholders will phone +1 647 374 4685 and enter the Meeting ID: 990 6601 856. A Participant ID will not be required.

In order to access the Meeting through Zoom, Shareholders will need to download the application, load the application and open the following link: https://zoom.us/j/99066018567.

THE COmpany Strongly REcommends that shareholders vote In advance of the Meeting By Proxy, Voting Instruction Form (VIF), Telephone or Internet voting, whether or not they are able to attend the virtual Meeting, to ease the voting tabulation at the meeting by COmputershare Trust company of Canada.

Telephone and Internet voting

Telephone voting can be completed at 1-866-732-8683 Toll Free North America or 1-312-588-4290 International, voting by fax can be sent to 1-866-249-7775 Toll Free North America or 416-263-9524 International and Internet voting can be completed at www.investorvote.com.

References in this Circular to the Meeting include any adjournment or postponement thereof. Unless otherwise indicated, in this Circular, all references to “$” are to Canadian dollars.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers of the Company. A Registered Shareholder who wishes to appoint another person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person’s name in the blank space provided. The completed Proxy should be delivered to Computershare Investor Services Inc. (“Computershare”) by 12:00 p.m. (EST) on Wednesday, August 26, 2026, or before 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used (the “Proxy Deadline”).

A Registered Shareholder who has returned a proxy form may revoke it by: 

Provisions Relating to Voting of Proxies

The Common Shares of the Company (the “Common Shares”) represented by Proxy in the form provided to Shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the Registered Shareholder appointing such person. If there is no direction by the Registered Shareholder, those Common Shares will be voted in favor of all proposals set out in the Proxy. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, Management knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to herein as “Beneficial Shareholders") should note that only proxies deposited by Shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of common shares ("Registered Shareholders") will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to Registered Shareholders by the Company. However, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in Canada. Broadridge typically prepares a machine-readable voting instruction form ("VIF"), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Common Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

This Circular, along with the Notice of Meeting, Proxy and VIF, as applicable, are being provided to both Registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

The Company's OBOs can expect to be contacted by Broadridge or their broker or their broker's agents as set out above. The Company does not intend to pay for intermediaries to deliver this Circular, the Notice of Meeting and VIF to OBOs, and accordingly, if the OBO's intermediary does not assume the costs of delivery of those documents in the event that the OBO wishes to receive them, the OBO may not receive the documentation.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the common shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 12:00 p.m. (EST) on Tuesday, August 25, 2026 (or before 72 hours, excluding Saturdays, Sundays and holidays before any adjournment of the Meeting at which the proxy is to be used). A Beneficial Shareholder who wishes to attend the Meeting and to vote their common shares as proxyholder for the Registered Shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Circular, the Notice of Meeting and the accompanying Proxy are to Registered Shareholders as set forth on the list of Registered Shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare, unless specifically stated otherwise.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Circular, none of the current directors or executive officers, no proposed nominee for election as a director, none of the persons who have been directors or executive officers since the commencement of the last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Directors, executive officers, and proposed nominees for election as director of the Company may be interested in the re-approval of the Omnibus Plan, pursuant to which they may be granted incentive stock options, restricted share units and other entitlements. See “Business of the Meeting - Re-Approve Equity Incentive Plan below, for more information.

RECORD DATE & QUORUM

The board of directors (the “Board”) of the Company have fixed the record date for the Meeting at the close of business on July 24, 2026, (the “Record Date”). Holders of Common Shares of the Company of record as at the Record Date are entitled to receive notice of the Meeting and to vote at the Meeting and any adjournment or postponement thereof. The quorum for the transaction of business at the Meeting is two Shareholders, or one or more proxyholders representing two members, or one member and a proxyholder representing another member.

VOTING SECURITIES & PRINCIPAL HOLDERS OF VOTING SECURITIES

As of the Record Date, the Company's authorized capital consists of an unlimited number of Common Shares and unlimited number of preferred shares issuable in series of which only Common Shares are issued and outstanding. All Common Shares in the capital of the Company carry the right to one vote.

As at July 29, 2026, to the knowledge of the directors and executive officers of the Company, and based on the Company's review of the records maintained by Computershare Investor Services Inc., electronic filings with SEDAR+ and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), there are no shareholders who beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the voting rights attached to all outstanding Common Shares of the Company.

BUSINESS OF THE MEETING

At the Meeting, Shareholders will receive and consider the audited financial statements of the Company for the fiscal years ended February 28, 2026 and February 28, 2025 together with the auditor's report thereon. Copies of the financial statements are available for review at www.sedarplus.com.

At the Meeting, Shareholders will be asked to pass an ordinary resolution reappointing Davidson & Company LLP as auditors of the Company to hold office until the close of the next annual meeting of Shareholders and to authorize the directors of the Company to fix their remuneration (the “Auditor Resolution”).

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR reappointing Davidson & Company LLP as the Company’s independent auditor for the ensuing year at remuneration to be fixed by the Board.

The Board is currently composed of five directors. At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution to fix the number of directors of the Company at five.

The Board has determined that it is in the best interest of the Company to fix the number of directors at five (5) and nominate five persons for election as directors of the Company.

Management recommends a vote “FOR” the approval of the foregoing resolution. In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the resolution fixing the number of directors at five (5).

Each Director of the Company is elected annually and holds office until the next annual meeting of Shareholders or until his or her office is earlier vacated, in accordance with the Articles of the Company and the Business Corporations Act (British Columbia).

Management recommends a vote “FOR” the approval of the foregoing resolution. In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the election of the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

In case any of the following nominees should become unavailable for election for any reason, in the absence of instructions to the contrary, the persons named in the accompanying form of proxy will vote the Common Shares represented thereby in favour of electing the remaining nominees and such other substitute nominees as a majority of the directors of the Company may designate in such event.

The following table sets out the names of the persons proposed to be nominated by management for election as a Director, the province or state and country in which each is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a director of the Company, the respective principal occupations or employment during the past five years and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Circular. Each of the nominees are currently directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

Notes: 

Each director elected by the Shareholders will hold office until the next annual meeting of Shareholders, or until his successor is duly elected or appointed, unless: (a) his office is earlier vacated in accordance with the Company articles; or (b) he is disqualified to act as a director. The following are biographies of each proposed nominee as a director of the Company:

Laurence W. Zeifman, CPA – Chairman. Mr. Zeifman is an audit partner of Zeifmans LLP, a mid-sized Toronto public accounting firm. Larry has four decades of experience in public accounting and serves as chair of Nexia Canada, the Canadian division of one of the largest international accounting networks. He is also a former Director of the Ottawa Senators Hockey Club and is a former Alternate Governor of the National Hockey League. Larry is financially literate within the meaning of NI 52-110.

John Passalacqua, Int'l MBA – Chief Executive Officer and Director: Mr. Passalacqua is an international business strategist with over 35 years of extensive technology and capital markets experience. In 1998, John gained the title of a top 50 international business strategist on the early internet. He is involved in private and public market planning for companies in nascent, visionary industries. John has lived in Quebec and is fluently bilingual in English and French.

Bennett Kurtz – Chief Financial Officer, Chief Administrative Officer, Corporate Secretary, and Director: Mr. Kurtz is principal of Kurtz Financial Group. He has experience in financing public companies and taking private companies public. Bennett has multi-faceted business experience in finance, management, sales, marketing and administrative functions including business analysis, public business unit segmentation, internal and external analytics.

Peter Nicholson, CFP – Director: Mr. Nicholson is a recognized leader in Canadian tax assisted investments, with a specialized focus on philanthropic tax planning and tax reduction and the mining industry. Through work with numerous donors, foundations, institutions, and boards, Peter has helped generate over $350 million for client donations. Peter is also a generous philanthropist in his own right and a tireless supporter of community initiatives. Peter is financially literate within the meaning of NI 52-110.

Peter Kent – Director: Mr. Kent was an international broadcast journalist, reporter, producer (CTV, CBC, NBC, Monitor, Global) for four decades. Elected to Canadian Parliament in 2008, Peter served in the Department of Foreign Affairs as Minister of State for the Americas, as Environment Minister. He oversaw improvements to environmental assessment of resource projects & their responsible development. Peter is financially literate within the meaning of NI 52-110.

None of the directors were elected under any arrangement or understanding between the director and any other person or company except the directors and executive officers acting solely in such capacity.

General Overview

The Company Proposes to adopt an advance notice policy (the “Policy”), the full text of which is attached as Schedule “D” to this Information Circular. At the Meeting, the shareholders of the Company will be asked to consider, and if deemed advisable, approve the Policy.

The Company believes that the Policy is in the best interests of the Company, its shareholders and other stakeholders as it will:

Summary of Advance Notice Policy

The following summary of the key terms of the Policy is qualified in its entirety by the full text of the Policy attached as Schedule "D" to this Information Circular.

Approval of the Advance Notice Policy by the Shareholders

At the Meeting, the shareholders of the Company will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution as follows (the “Advance Notice Policy Resolution”).

“BE IT RESOLVED, as an ordinary resolution, that: 

Management recommends a vote “FOR” the approval of the foregoing resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of proxy intends to vote FOR the approval of the Advance Notice Policy Resolution.

In order to be approved, the Advance Notice Policy Resolution must be approved by an ordinary resolution of the shareholders, being a simple majority of the votes cast by shareholders present in person or by proxy at the Meeting who voted in respect of the Advance Notice Policy Resolution.

The Company maintains an evergreen Omnibus Equity Incentive Plan, as amended from time to time (the “Omnibus Plan”), which, in accordance with CSE policies, must be re-approved by the Company’s shareholders within three years after institution and within every three years thereafter. At the Meeting, shareholders will be asked to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution reapproving the Omnibus Plan for three years until August 28, 2029, and approving all unallocated options, restricted share units and other entitlements under the Omnibus Plan in accordance with the rules of the CSE, the text of which resolution is set out below (the “Omnibus Plan Resolution”).

Subject to adjustment in certain circumstances, the Omnibus Plan authorizes the issuance of up to 20% of the issued and outstanding common shares of the Company from time to time pursuant to their terms. The amended and restated Omnibus Plan presented for approval includes certain amendments including, among other things, removing inapplicable provisions, clarifying the continuation of awards upon termination, updating and simplifying processes, and other housekeeping matters. None of the proposed changes require disinterested shareholder approval under the terms of the Omnibus Plan. A summary of the Omnibus Plan to be approved by shareholders can be found in the Statement of Executive Compensation, attached to this Circular as Schedule “A” under the heading "Stock Option Plans and Other Incentive Plans". The summary is qualified by the entirety of the amended and restated Omnibus Plan, a copy of which is attached hereto as Schedule "E".

If shareholder approval of the resolution in respect of the Omnibus Plan is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated options, restricted share units and other entitlements under the Omnibus Plan until the Company’s 2029 annual general and special shareholders' meeting (provided that such meeting is held on or prior to August 28, 2029). If approval is not obtained at the Meeting, any currently unallocated options, restricted share units and other entitlements under the Omnibus Plan will no longer be available for grant, and previously granted options will not be available for reallocation if they are cancelled prior to exercise.

“BE IT RESOLVED, as an ordinary resolution, that: 

Management recommends a vote “FOR” the approval of the foregoing resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of proxy intends to vote FOR the approval of the Omnibus Plan Resolution.

In order to be approved, the Plan Resolution must be approved by an ordinary resolution of the shareholders, being a simple majority of the votes cast by shareholders present in person or by proxy at the Meeting who voted in respect of the Omnibus Plan Resolution.

Individual Bankruptcies, Penalties or Sanctions

To the knowledge of management of the Company, no proposed director is, or within the ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that: (i) while that person was acting in that capacity was the subject of a cease trade order or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under Canadian securities legislation (any such order referred to as an "Order"), for a period of more than 30 consecutive days; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer.

To the knowledge of management of the Company, no proposed director is or has been during the ten years prior to the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of management of the Company, no proposed director, during the ten years prior to the date hereof, has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold assets of the proposed director.

To the knowledge of the management of the Company, no proposed director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Statement of Executive Compensation

The Company’s Statement of Executive Compensation, prepared on Form 51-102F6V Statement of Executive Compensation – Venture Issuers, is attached hereto as Schedule “A”.

Corporate Governance Disclosure

Certain annual disclosure of the Company’s corporate governance disclosure, as required to be disclosed under National Instrument 58-101 - Disclosure of Corporate Governance Practices is included in Schedule “B” of this Circular.

AUDIT COMMITTEE

National Instrument 52-110 - Audit Committees (“NI 52-110”) requires the Company, as a venture issuer, to make certain disclosure concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Audit Charter

The Audit Committee is governed by an Audit Committee Charter, a copy of which is attached hereto as Schedule “C”.

Composition of the Audit Committee

The Company’s Audit Committee is currently comprised of three directors, consisting of Laurence W. Zeifman (Chair), Peter Nicholson and Peter Kent. Mr. Zeifman and Mr. Nicholson. are “independent” as defined in NI 52-110. Mr. Kent served as an executive officer of the Company from September 1, 2022 to August 31, 2023 and may not be considered to be independent for the purposes of NI 52-110 until September 1, 2026. All of the Audit Committee members are “financially literate”, as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

Relevant Education & Experience

Each member of the Audit Committee has the financial literacy and experience reviewing financial statements at least as complex as those of the Company. In addition to each member’s general business experience, the education and experience of each audit committee member that is relevant to the performance of his responsibilities as a member, as provided by the member, is as follows:

Laurence W. Zeifman, CPA, is an audit partner of Zeifmans LLP, a mid-sized Toronto public accounting firm. Larry has four decades of experience in public accounting and serves as chair of Nexia Canada, the Canadian division of one of the largest international accounting networks.

Peter Nicholson, CFP, has worked in the financial services business since 1987 and has, since 1995, been a recognized leader in Canadian tax assisted investments, with a specialized focus on philanthropic tax planning. Peter has many years of experience evaluating and investing in public companies and has acted on the boards of many foundations.

Peter Kent, PC, acted as President of the Company from September 2022 to August 2023 and as director from August 2022 to August 2023. Peter had a more than four-decade career in journalism including as reporter, producer, anchor and executive. Mr. Kent subsequently spent 12 years as a Member of Parliament (Thornhill) where he held a broad range of responsibilities including acting as Minister of State of Foreign Affairs (Americas), Minister of the Environment, Defence Committee Chair, and as Foreign Affairs and Immigration Critic, where he was responsible for responsible for departmental and constituency budgets.

Audit Committee Oversight

At no time since the commencement of the Company's most recent completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), an exemption under subsection 6.1.1(4) (Circumstances Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Members) or 6.1.1(6) (Death, Incapacity or Resignation), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is required to review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors to the Company or its subsidiary entities, and consider the impact on the independence of the auditors; The pre- approval requirement is waived with respect to the provision of non-audit services if:

provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

External Auditor Service Fees (By Category)

In the following table, “Audit Fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as follows:

Exemption 

The Company is relying on the exemption in section 6.1 of NI 52-110 from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS & SENIOR OFFICERS

As of the date hereof, no current executive officer, director or employee or former executive officer, director or employee of the Company is indebted to the Company or any other entity in connection with a purchase of securities or any other indebtedness, or where the indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company.

No person who is or at any time during the financial year completed February 28, 2026 was a director, executive officer or senior officer of the Company, no proposed nominee for election as a director of the Company, and no associate of any of the foregoing persons has been indebted to the Company or its subsidiaries at any time since the commencement of the Company's financial year completed February 28, 2026. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company at any time since the beginning of the Company's financial year completed February 28, 2026 with respect to any indebtedness of any such person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, since the beginning of the financial year ended February 28, 2026, no “informed person” of the Company (including a director, officer or individual or corporation that beneficially owns or controls 10% or more of the issued and outstanding voting securities of the Company), proposed nominee for election as a director of the Company, or any associate or affiliate of any informed person or proposed director, has any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Company or its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company or its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on SEDAR+ at www.sedarplus.com. Copies of the Company’s audited comparative financial statements for the year ended February 28, 2026 and the management’s discussion and analysis may be obtained upon request to the Company at Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

The contents of this Circular and its distribution to Shareholders have been approved by the Board.

DATED this 29^th day of July, 2026.

FIRST PHOSPHATE CORP.

“Laurence W. Zeifman” 

Laurence W. Zeifman 

Director

SCHEDULE “A” - STATEMENT OF EXECUTIVE COMPENSATION

Form 51-102F6V

FIRST PHOSPHATE CORP. 

(the “Company”) 

Statement of Executive Compensation – Venture Issuers

A - Compensation Discussion and Analysis

The following information, prepared in accordance with Form 51-102F6V - Statement of Executive Compensation – Venture Issuers, provides a discussion of all significant elements of the compensation to be awarded to, earned by, paid to, or payable to directors and Named Executive Officers (as defined below) of the Company, to the extent that it has been determined.

This document describes the Company’s compensation scheme for each director of the Company, each person who acted as a Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, and the next most highly compensated executive officer (or next most highly compensated individual acting in a similar capacity), other than the CEO and CFO, whose compensation was more than $150,000 during the financial year ended February 28, 2026 (each a “Named Executive Officer” or “NEO” and collectively the “Named Executive Officers” or “NEOs”).

During the financial year ended February 28, 2026, the Company’s Named Executive Officers (“NEOs”) included: John Passalacqua, Chief Executive Officer (“CEO”); Bennett Kurtz, Chief Financial Officer (“CFO”), Chief Administrative Officer and Corporate Secretary; and Gilles Laverdiere, Former Chief Geologist.

This document will address the Company’s executive compensation philosophy and objectives and provide a review of the process the board of directors of the Company (the “Board”) intends to undertake in deciding how to compensate directors and NEOs.

B - Oversight and Description of Director and NEO Compensation

The following compensation discussion and analysis is intended to provide information relating to the objectives and processes of the Company’s director and executive compensation program and to discuss the decision-making process relating to compensation.

The Company has established a compensation committee (the “Compensation Committee”). Accordingly, responsibility for matters relating to the overall compensation philosophy and guidelines for the directors and NEOs of the Company is the responsibility of Board with the assistance of the Compensation Committee.

Compensation Committee

The Company’s long-term corporate strategy is central to all of the Company’s business decisions, including around executive compensation. The Compensation Committee has been established by the Board to assist the Board in fulfilling its responsibilities relating to compensation matters, including the evaluation and approval of the Company’s compensation plans, policies and programs. The current members of the Compensation Committee are Peter Nicholson as chair, and Laurence W. Zeifman.

The Compensation Committee ensures that the Company has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance by executive officers and other members of senior management in a manner that will support the future profitability and growth of the Company.

The Company’s compensation program has been developed to continue to attract, motivate and retain high caliber executives and align their interests with sustainable profitability and growth of the Company over the long-term in a manner which is fair and reasonable to the Company shareholders. The compensation program will continue to evolve along with the development of the Company.

The compensation principles of the Board and Compensation Committee going forward are as follows:

As a general rule for establishing compensation for NEOs and executive officers, the Compensation Committee will consider the compensation principles noted above as well as the executive’s performance, experience and position within the Company and the recommendations of the CEO, or in the case of the CEO, the recommendation of the Chair of the Board. The Compensation Committee uses its discretion to recommend compensation for executive officers at levels warranted by external, internal and individual circumstances.

Compensation Risk Management

In the course of its deliberations, the Board considers the implications of the risks associated with adopting the compensation practices in place from time to time and detect actions of management and employees of the Company that would constitute or lead to inappropriate or excessive risks.

At the present time, the only standing committees are the Audit Committee and the Compensation Committee. As the Company grows, and its operations and management structure becomes more complex, the Board expects it will constitute formal standing committees, such as a Corporate Governance Committee and a Nominating Committee, and will ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.

The Board, with the assistance of the Compensation Committee, seeks to ensure that, at all times, its compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director or Named Executive Officer of the Company.

Each Named Executive Officer is compensated pursuant to the terms of their consulting agreement, with Restricted Share Units (“RSUs”), salaries, incentive stock options (“Options”), and/or bonus as the significant elements of such compensation. Bonuses may be awarded based on objective milestones or at the discretion of the Board. No cash bonuses were paid to Named Executive Officers for the most recently completed financial year though all NEOs.

The Company does not currently use a peer group to determine compensation.

Summary of Compensation of Directors and Named Executives

The following table (presented in accordance with Form 51-102F6V), is a summary of compensation (excluding compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to the directors and NEOs for each of the Issuers' two most recently completed financial years:

Notes: 

Stock options and other compensation securities

The following table discloses all compensation securities granted or issued to each director and Named Executive Officer of the Company in the financial year ended February 28, 2026.

Notes: 

The compensation securities exercised by any directors and Named Executive Officers during the most recently completed financial year ended February 28, 2026 are set-out in the table below:

Notes: 

C – Stock Option Plans and Other Incentive Plans

On August 25, 2023, the shareholders of the Company approved the Company Omnibus Equity Incentive Plan, as amended from time to time. The Omnibus Plan was amended on July 24, 2024 to address drafting errors and housekeeping matters. The Company further proposes to amend the Omnibus Plan to, among other things, remove inapplicable provisions, clarify the continuation of awards upon termination, update and simplify processes and other housekeeping matters. The proposed amendments do not require disinterested shareholder approval under the Omnibus Plan.

The Summary is qualified by the entirety of the amended and restated Omnibus Plan, a copy of which is attached hereto as Schedule "E".

Purpose, Administration and Eligible Participants

The purpose of the Omnibus Plan is to advance the interests of the Company through the motivation, attraction and retention of key employees, consultants and directors of the Company and designated affiliates of the Company and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Common Shares through the granting of options to purchase Common Shares (the “Options”) and Restricted Share Units (“RSUs”) (together, the “Awards”).

This Omnibus Plan is administered by the Board which has full authority to administer this Omnibus Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Omnibus Plan as it may deem necessary or desirable in order to comply with the requirements of the Omnibus Plan and regulatory requirements. The Board may delegate its powers under the Omnibus Plan to a committee of the Board. Subject to the provisions of the Omnibus Plan, the Committee has the authority to select those persons to whom Awards will be granted. In respect of a grant of Awards, eligible participants under the Omnibus Plan include the directors, officers and employees (including both full-time and part-time employees) of the Company or of any designated affiliate of the Company, any person or corporation engaged to provide ongoing management, advisory or consulting services for the Company or a designated affiliate of the Company or any employee of such person or corporation, and any persons retained to provide Investor Relations Activities (as such terms are defined in the policies of the Canadian Securities Exchange (“CSE”)). The Omnibus Plan is considered an "evergreen" plan, since the Common Shares subject to an Award under the Omnibus Plan that are not purchased or exercised, or are forfeited, cancelled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a Participant shall again be available for Awards under the Omnibus Plan.

Common Shares Subject to the Omnibus Plan

The aggregate number of Common Shares reserved for issue under the Omnibus Plan may not exceed twenty percent (20%) of the Common Shares outstanding from time to time. In addition:

The Committee shall, through the establishment of appropriate procedures, monitor the trading in the securities of the Company by all grantees of Options performing investor relations activities.

Option Awards

Nature of Options

An Option is an option granted by the Company to a participant entitling such participant to acquire a designated number of Common Shares from treasury at the exercise price. The Company is obligated to issue and deliver the designated number of Common Shares on the exercise of an Option and shall have no independent discretion to settle an Option in cash or other property other than Common Shares issued from treasury.

Exercise Price of Options

The exercise price of any Option may not be less than the closing price of the Common Shares on the principal stock exchange on which the Common Shares are listed on the last trading day immediately preceding the date of grant of the Option less the maximum discount, if any, permitted by the CSE (or the most restrictive exchange policies of which the Company is listed on) and, if the Common Shares are not then listed on any stock exchange, the exercise price may not be less than the fair market value of the Common Shares as may be determined by the Committee on the day immediately preceding the day of the grant of such Option.

Expiry Date of Options

Each Option, unless sooner terminated pursuant to the provisions of the Omnibus Plan, will expire on a date to be determined by the Committee at the time the Option is granted, subject to amendment by an employment contract, which date cannot be later than ten (10) years after the date the Option is granted. However, if the expiry date falls within a “blackout period” or within ten (10) business days after the expiry of a “blackout period”, then the expiry date of the Option will be the date which is ten (10) business days after the expiry of the blackout period.

Vesting and Exercise of Options

Except as otherwise provided in the Omnibus Plan or in any employment contract, each Option may be exercised during the term of the Option only in accordance with the vesting schedule, if any, determined by the Committee at the time of the grant of the Option, which vesting schedule may include performance vesting or acceleration of vesting in certain circumstances and which may be amended or changed by the Committee from time to time with respect to a particular Option, subject to applicable regulatory requirements. If the Committee does not determine a vesting schedule at the time of the grant of any particular Option, such Option will be exercisable in whole at any time, or in part from time to time, during the term of the Option.

Acceleration on Take-Over Bid, Consolidation or Merger

In the event that: (a) the Company seeks or intends to seek approval from the shareholders of the Company for a transaction which, if completed, would constitute an Acceleration Event (as hereinafter defined); or (b) a person makes a bona fide offer or proposal to the Company or the shareholders of the Company which, if accepted or completed, would constitute an Acceleration Event, then the Company is required to send notice to all optionees of such transaction, offer or proposal as soon as practicable. Provided that the Committee has determined that no adjustment will be made under the provisions of the Omnibus Plan described above under the heading “Consolidation, Merger, etc.”; (i) the Committee may by resolution, and notwithstanding any vesting schedule applicable to any Option, permit all Options outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Option), so that the optionee may participate in such transaction, offer or proposal; and (ii) the Committee may accelerate the expiry date of such Options and the time for the fulfillment of any conditions or restrictions on such exercise. An “Acceleration Event” means an acquisition by any offeror of beneficial ownership of more than fifty percent (50%) of the votes attached to the outstanding voting securities of the Company, any consolidation merger or statutory amalgamation or arrangement of the Company with or into another corporation and pursuant to which the Company will not be the surviving entity (other than a transaction under which the shareholders of the Company immediately prior to completion of the transaction will have the same proportionate ownership of the surviving corporation), a separation of the business of the Company into two (2) or more entities, a sale, lease exchange or other transfer of all or substantially all of the assets of the Company to another entity or the approval by shareholders of the Company of any plan of liquidation or dissolution of the Company.

Effect of Termination

If a Participant shall:

(a)       cease to be a Director (and is not or does not otherwise continue to be an Eligible Participant), for any reason (other than death); or

(b)       cease to provide services to the Company, or receives notice of the termination of their Service Contract, for any reason (other than death), and is not or does not otherwise continue to be an Eligible Participant,

(the earliest to occur of any of the foregoing events being referred to herein as a "Termination"), except as otherwise provided in any Service Contract, consulting contract or investor relations activities agreement, such Participant may, but only within the 90 days next succeeding such Termination (or, subject to the limitations set forth below, such other period of time as may be determined by the Directors), exercise the Options to the extent that such Participant was entitled to exercise such Options at the date of such Termination. Notwithstanding the foregoing or terms of any Service Contract, in no event shall such right extend beyond the Option Period or one year from the date of Termination.

RSU Awards

Nature of an RSU

An RSU is an Award that is a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient participant to receive a cash payment equal to the closing price of the Common Shares on the CSE on the last trading date prior to the applicable vesting date or, at the sole discretion of the Committee, a Common Share, and subject to such restrictions and conditions on vesting as the Committee may determine at the time of grant, unless such RSU expires prior to being settled.

Vesting

The Committee shall have sole discretion to determine if any vesting conditions with respect to an RSU, including any performance criteria or other vesting conditions contained in the applicable RSU agreement, have been met or waive the vesting conditions applicable to RSUs (or deem them to be satisfied), and shall communicate to a participant, as soon as reasonably practicable, the date on which all such applicable vesting conditions in respect of a grant of RSUs have been satisfied and the RSUs have vested.

Settlement

As soon as practicable after each vesting date of an Award of RSUs, the Company shall, at the sole discretion of the Committee, either: (i) issue to the Participant, or as directed by the Participant, or if applicable, to the Participant’s estate, from treasury, the number of Common Shares equal to the number of RSUs that have vested and become payable on the Vesting Date; or (ii) make a cash payment in an amount equal to the Market Value of a Common Share on the Vesting Date of the RSUs that have vested and become payable, net of applicable withholding tax and other applicable source deductions; or (iii) a combination of (i) and (ii). No Participant shall have any right to demand to be paid in cash or Common Shares in respect of any RSU, and notwithstanding any discretion exercised by the Committee to settle any RSU in the form of cash or Common Shares, the Committee reserves the right to change such form of payment at any time until payment is actually made.

Effect of Termination

If a Participant is the subject a Termination event, except as otherwise provided in any Service Contract, the Participant's participation in the Plan shall be terminated immediately, all RSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested RSUs shall be forfeited and cancelled, within a reasonable period, not exceeding 12 months, following the Termination date. Notwithstanding the foregoing, if the Committee, in its sole discretion, instead accelerates, amends, or waives, in whole or in part, vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date determined by the Committee is the Vesting Date.

General

Consolidation, Merger, etc.

If there is a consolidation, merger or statutory amalgamation or arrangement of the Company with or into another corporation, a separation of the business of the Company into two (2) or more entities or a sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to another entity, upon the exercise or settlement, if applicable, of an Award under the Omnibus Plan the holder thereof is entitled to receive the securities, property or cash which the holder would have received upon such consolidation, merger, amalgamation, arrangement, separation or transfer if the holder had been a holder of Common Shares immediately prior to the effective time of such event, unless the Committee otherwise determines appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the participant in respect of such Award in connection with such event.

Securities Exchange Take-Over Bid

If a take-over bid (within the meaning of the Securities Act (Ontario)) is made as a result of which all of the outstanding Common Shares are acquired by the offeror through compulsory acquisition provisions of the incorporating statute of the Company or otherwise, and where consideration is paid in whole or in part in equity securities of the offeror, the Committee may send notice to all participants requiring them to surrender their Awards within ten (10) days of the mailing of such notice, and the optionees shall be deemed to have surrendered such Awards on the tenth (10^th) day after the mailing of such notice without further formality, provided that, among other things, the Committee delivers with such notice an irrevocable and unconditional offer by the offeror to grant replacement options to the participants on the equity securities offered as consideration.

Amendments, Modifications and Changes

The Committee has the right under the Omnibus Plan to make certain amendments to the Omnibus Plan, including, but not limited to, amendments of a “housekeeping” nature, to comply with applicable law or regulation, to the vesting provisions of the Omnibus Plan, to the terms of any Award previously granted (with the consent of the optionee), and with respect to the effect of the termination of an optionee’s position, employment or services under the Omnibus Plan, to the categories of persons who are participants in respect of the administration or implementation of the Omnibus Plan.

The Committee has the right, under the Omnibus Plan, with the disinterested approval of the shareholders of the Company, and subject to receipt of all required regulatory approvals, to make certain amendments to the Omnibus Plan, including, but not limited to, any change to the number of Common Shares issuable from treasury under the Omnibus Plan, any amendment which reduces the exercise price of any Award, any amendment which extends the expiry date of an Award other than as permitted under the Omnibus Plan, any amendment which cancels any Award and replaces such Award with an Award which has a lower exercise price, any amendment which would permit Awards to be transferred or assigned by any participant other than as currently permitted under the Omnibus Plan, and any amendments to the amendment provisions of the Omnibus Plan.

D - Retirement and Pension Plans

The Company has no formal pension, retirement compensation or other long term incentive plans in place for its directors, officers, or employees.

E – Employment, consulting and management agreements

As of February 28, 2026, the Company has not entered into any employment, consulting, or management agreements with any of the Company’s NEOs or Directors other than as follows:

ExpoWorld Ltd. of is a private company controlled by John Passalacqua, Chief Executive Officer and Director. During the most recent financial year, Mr. Passalacqua provided services to the Company on behalf of ExpoWorld subject to the terms of consulting agreements entered into between the Company, and ExpoWorld and Mr. Passalacqua, dated February 14, 2025 and August 20, 2025, and currently provides services under a consulting agreement dated February 10, 2026 for the twelve month period ending February 28, 2027. Pursuant to the terms of these agreements, Mr. Passalacqua indirectly received 565,715 RSUs, 396,000 RSUs, and 840,000 RSUs, respectively, plus reimbursement of pre-approved expenses incurred on behalf of the Company. The agreements could, and can, be terminated by either party by providing the other party with thirty days’ prior written notice, in which case the consultant is entitled to a pro rata portion of the outstanding up to the date or termination, or by the Company without notice or further consideration under certain prescribed circumstances.

POF Capital Corp of is a private company controlled by Bennett Kurtz, Chief Financial Officer, Chief Administrative Officer and Director. During the most recent financial year, Mr. Kurtz provided services to the Company on behalf of POF subject to terms of consulting agreements entered into between the Company, and POF and Mr. Kurtz, dated February 14, 2025 and August 20, 2025 and currently provides services under a consulting agreement dated February 10, 2026 for the twelve month period ending February 28, 2027. Pursuant to the terms of these agreements, Mr. Kurtz indirectly received 282,860 RSUs, 198,000 RSUs, and 107,000 RSUs, respectively, plus reimbursement of pre-approved expenses incurred on behalf of the Company. Beginning March 1, 2026, Mr. Kurtz is also paid $8,500 per month. The agreements could, and can, be terminated by either party by providing the other party with thirty days’ prior written notice, in which case the consultant is entitled to a pro rata portion of the outstanding up to the date or termination, or by the Company without notice or further consideration under certain prescribed circumstances.

166693 Canada Inc. is a private company controlled by Gilles Laverdière, Chief Geologist of the Company until his retirement effective March 31, 2026. During the most recent financial year, Mr. Laverdiere provided services to the Company on behalf of 166693 Canada Inc. subject to the terms of consulting agreements entered into between the Company, and 166693 Canada Inc. and Mr. Laverdiere, dated March 1, 2025 and July 30, 2025 at an hourly rate of $150 per hour plus applicable taxes and reimbursement of pre-approved expenses incurred on behalf of the Company. Mr. Laverdiere retired from the Company effective March 31, 2026.

Z Six Financial Corporation of is a private company controlled by Lawrence W. Zeifman, Chairman and Director. During the most recent financial year, Mr. Zeifman provided services to the Company on behalf of Z Six subject to terms of consulting agreements entered into between the Company, and Z Six and Mr. Zeifman, dated February 14, 2025 and August 20, 2025 and currently provides services under a consulting agreement dated February 10, 2026 for the twelve month period ending February 28, 2027. Pursuant to the terms of these agreements, Mr. Zeifman indirectly received 171,430 RSUs, 120,000 RSUs, and 200,000 RSUs, respectively, plus reimbursement of pre-approved expenses incurred on behalf of the Company. The agreements could, and can, be terminated by either party by providing the other party with thirty days’ prior written notice, in which case the consultant is entitled to a pro rata portion of the outstanding up to the date or termination, or by the Company without notice or further consideration under certain prescribed circumstances.

Wealth Creation, Preservation and Donation Inc. is a private company controlled by Peter Nicholson, Director. During the most recent financial year, Mr. Nicholson provided services to the Company on behalf of WCPD subject to terms of consulting agreements entered into between the Company, and WCPD and Mr. Nicholson, dated February 14, 2025 and August 20, 2025 and currently provides services under a consulting agreement dated February 10, 2026 for the twelve month period ending February 28, 2027. Pursuant to the terms of these agreements, Mr. Nicholson indirectly received 171,430 RSUs, 120,000 RSUs, and 134,000, respectively, plus reimbursement of pre-approved expenses incurred on behalf of the Company. The agreements could, and can, be terminated by either party by providing the other party with thirty days’ prior written notice, in which case the consultant is entitled to a pro rata portion of the outstanding up to the date or termination, or by the Company without notice or further consideration under certain prescribed circumstances.

Peter Kent Investments Inc. is a private company controlled by Peter Kent, Director. Mr. Kent provided services to the Company on behalf of Peter Kent Investments Inc. subject to terms of consulting agreements entered into between the Company, and Peter Kent Investments Inc. and Peter Kent dated July 10, 2026 for the period ending February 28, 2027. Pursuant to the terms of this agreement, Mr. Kent indirectly received 51,134 RSUs plus reimbursement of pre-approved expenses incurred on behalf of the Company. The RSUs vest as follows: 11,134 vest on August 31, 2026 and the balance vest on February 28, 2027. The agreement can be terminated by either party by providing the other party with thirty days’ prior written notice, in which case the consultant is entitled to a pro rata portion of the outstanding up to the date or termination, or by the Company without notice or further consideration under certain prescribed circumstances.

Except as disclosed above, there are no provisions in such agreements with respect to change of control, severance, termination or constructive dismissal or any relationship between the other party to the agreement and a Director or a NEO of the Company.

F - Compensation of Directors

Except as disclosed in the tables under Section B above, the Company did not compensate directors in the financial year ended February 28, 2026. Any director who held the position of an officer and received compensation was paid solely in their capacity as an officer and that compensation is set forth in the table above.

G - Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth securities of the Company that are authorized for issuance, under equity compensation plans of the Company, as at February 28, 2026, the end of the Company’s most recently completed fiscal year:

Includes disclosure of the weighted average exercise price of Options outstanding as at February 28, 2025. There is no exercise price for outstanding RSUs.

H - Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

SCHEDULE “B” - CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"), requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the "Guidelines") adopted in National Policy 58-201. These Guidelines are not prescriptive but have been used by the Company in adopting its corporate governance practices. The Board and Management consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company's approach to corporate governance is set out below.

Board of Directors

It is proposed that Laurence W. Zeifman, John Passalacqua, Bennett Kurtz, Peter Nicholson and Peter Kent be elected, to hold office until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the articles of the Company, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Company's articles.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as "independent" directors under NI 52-110 – Audit Committees (“NI 52-110”), which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company. The "material relationship" is defined as a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director's independent judgement.

The Board is currently comprised of five directors, three of which are not considered “independent’ within the meaning of NI 52-110. John Passalacqua and Bennett Kurtz who are both executive officers of the Company and are not considered independent. Mr. Kent served as an executive officer of the Company from September 1, 2022 to August 31, 2023 and may not be considered to be independent for the purposes of NI 52-110 until September 1, 2026. Laurence W. Zeifman and Peter Nicholson are both considered to be independent under NI 52-110.

In assessing NI 58-101 and NI 52-110, and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors. The basis for this determination is that neither Laurence W. Zeifman nor Peter Nicholson have a direct or indirect material relationship with the Company worked for the Company, received remuneration from the Company (other than in their capacity as directors), or had material contracts with or material interests in the Company which could interfere with his ability to act in the Company's best interests.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO. The Board gives direction and guidance through the CEO to Management and keeps Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the Shareholders for election as directors and immediately following each annual general meeting appoints the Audit Committee. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities of each committee, elects a chairperson of the Board and its committees, and establishes his or her duties and responsibilities, appoints the CEO and CFO of the Company and establishes the duties and responsibilities of those positions and on the recommendation of the CEO, appoints the senior officers of the Company and approves the senior management structure of the Company.

The Board exercises its independent supervision over Management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than four times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the CEO or, subject to the Articles of the Company, of any director.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees.

Directorships

The following director(s) of the Company are also directors of other reporting issuers as stated:

Orientation and Continuing Education

The Board's practice is to recruit for the Board only persons with experience in business and public company matters and with an understanding of the mining and mining exploration business. At present, the Company does not provide a formal orientation and education program for new directors. To the extent new directors are appointed to the Board, they will be encouraged to meet with management and inform themselves regarding management and the Company’s affairs. Prospective new board members are provided a reasonably detailed level of background information, verbal and documentary, on the Company's affairs and plans prior to obtaining their consent to act as a director. The Company currently has no specific policy regarding continuing education for directors, however requests for education will be encouraged, and dealt with on an ad hoc basis.

Ethical Business Conduct

The Company expects all Board members and employees to conduct themselves in an ethical and law-abiding manner, in all areas, including but not limited to conflicts of interest and the protection and proper use of corporate assets, information and opportunities.

The Board has adopted a Code of Business Conduct and Ethics (the "Code") which provides guidelines regarding, among other items, compliance with applicable laws, conflicts of interest, corporate opportunities, confidentiality, employment practices, and use of company property and resources. All Board members and employees are committed to maintaining the highest standards of integrity and ethical business conduct in the management of the Company and their interaction with all key securityholders. These standards can only be achieved by the Company by adhering to the values and principles of conduct established in the Code.

Nomination of Directors

The Board identifies new candidates for board nomination by an informal process of discussion and consensus-building on the need for additional directors, the specific attributes being sought, likely prospects, and timing. Prospective directors are not approached until consensus is reached. This process takes place among Management and the non-executive directors.

Compensation

All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Compensation Committee. The Company's long-term corporate strategy is central to all of the Company's business decisions, including around executive compensation. The Compensation Committee has been established by the Board to assist the Board in fulfilling its responsibilities relating to compensation matters, including the evaluation and approval of the Company's compensation plans, policies and programs. The current members of the Compensation Committee are Peter Nicholson as chair, and Laurence W. Zeifman.

The Compensation Committee ensures that the Company has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance by executive officers and other members of senior management in a manner that will enhance the sustainable profitability and growth of the Company.

The Company's compensation program has been developed to continue to attract, motivate and retain high caliber executives and align their interests with sustainable profitability and growth of the Company over the long-term in a manner which is fair and reasonable to the Shareholders. The compensation program will continue to evolve along with the development of the Company. The compensation principles of the Board and Compensation Committee going forward are as follows:

As a general rule for establishing compensation for NEOs and executive officers, the Compensation Committee will consider the compensation principles noted above as well as the executive's performance, experience and position within the Company and the recommendations of the CEO, or in the case of the CEO, the recommendation of the Chair of the Board. The Compensation Committee uses its discretion to recommend compensation for executive officers at levels warranted by external, internal and individual circumstances.

The quantity and quality of the Board compensation is reviewed on an annual basis. At present, the Board is satisfied that the current compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director of the Company. As well, the number of options and RSUs to be granted is determined by the Board as a whole, which allows the independent directors to have input into compensation decisions.

Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board monitors the adequacy of information given to directors, communication between Board and Management and the strategic direction and processes of the Board and its committees. The Board believes its corporate governance practices are appropriate and effective for the Company given its size and operations. The Company's corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administration burden.

SCHEDULE “C” - AUDIT COMMITTEE CHARTER

FIRST PHOSPHATE CORP. 

AUDIT COMMITTEE CHARTER

Purpose of the Committee

The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of First Phosphate Corp. (the “Company”) to which the Board has delegated its responsibility for the oversight of the following: 

and has charged the Committee with the responsibility of recommending, for approval of the Board, the audited financial statements, interim financial statements and other mandatory disclosure releases containing financial information.

The primary objectives of the Committee, with respect to the Company and its subsidiaries, are as follows: 

Composition

The Committee will be comprised of at least three Directors or such greater number as the Board may determine from time to time and such number of the members of the Committee shall be “independent” (as such term is used in National Instrument 52-110 – Audit Committees (“NI 52-110”) as is required to meet the Company’s obligations under NI 52-110, the policies of any stock exchange upon which any securities of the Company are listed, and all other applicable laws.

All of the members of the Committee must be able to read and understand fundamental financial statements, including a Company's balance sheet, income statement, and cash flow statement, as required by Nasdaq Listing Rule 5605(c)(2)(A) and be “financially literate” (as defined in NI 52- 110) unless the Board determines that an exemption under NI 52-110 from such requirement in respect of any particular member is available and determines to rely thereon in accordance with the provisions of NI 52-110. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Board shall from time to time designate one of the members of the Committee to be the chairperson of the Committee (the “Chair”).

Meetings and Administrative Matters

Mandate and Responsibilities

To fulfill its responsibilities and duties, the Committee shall: 

provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee; 

Authority of the Committee

The Committee has the authority to engage independent counsel and other advisors at the expense of the Company without the Board’s approval, at any time and has the authority to determine such counsel or advisor’s fees and other retention terms. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of: (i) compensation to the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services or other permitted services for the Company; (ii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities; and (iii) compensation to legal, accounting or other advisors retained by the Committee.

Committee and Charter Review

The Committee will conduct an annual review and assessment of its performance, effectiveness and contribution. The Committee will conduct that review and assessment in such manner as it deems appropriate and report the results to the Board.

The Committee will also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any best practice guidelines recommended by regulators, and will recommend any required or desirable changes to the Board.

Reporting to the Board

The Committee will regularly report to the Board on all significant matters it has considered and addressed and with respect to such other matters that are within its responsibilities, including any matters approved by the Committee or recommended by the Committee for approval by the Board.

Approved by the Board of Directors on July 5, 2024

SCHEDULE “D” – ADVANCE NOTICE POLICY

FIRST PHOSPHATE CORP.  

(the “Corporation”)

ADVANCE NOTICE POLICY 

A policy relating to nominations for election to the Board of Directors of

NOMINATION OF DIRECTORS

INTRODUCTION 

The Corporation is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote.

The purpose of this Advance Notice Policy is to provide shareholders, directors and management of the Corporation with direction on the nomination of directors. This Advance Notice Policy fixes a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

IT IS HEREBY ENACTED AS A POLICY OF THE CORPORATION: 

MISCELLANEOUS