Form 46-201F1 Escrow AgreementEscrow Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the listing of the common shares of the Issuer, an emerging issuer, on the facilitates of the Canadian Securities Exchange.
COOPERATION AGREEMENT FOR THE EXPLORATION AND STUDY PHASES OF THE FIRST PHOSPHATE MINE PROJECT (THE AGREEMENT)Cooperation Agreement • July 8th, 2024 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
BETWEEN: First Phosphate Corp (First Phosphate), a private company, incorporated under the Companies Act of British Columbia, having its principal place of business at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7, represented by Mr. John Passalacqua, Chief Executive Officer, duly authorized to enter into this Agreement on behalf of First Phosphate Corp.
AMENDED AND RESTATED SECURITIES EXCHANGE AGREEMENT dated September 18, 2009 AMONG: The Persons Listed on SCHEDULE 2.1(a)Securities Exchange Agreement • June 3rd, 2010 • Pan American Lithium Corp • British Columbia
FIRST POTASH CORP. (THE “ISSUER”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR COMMON SHARES INSTRUCTIONS TO PURCHASERPrivate Placement Subscription Agreement • March 12th, 2024 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
If you are paying for your subscription with funds drawn from a Canadian bank, you may pay by certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to Garfinkle Biderman LLP, legal counsel for First Potash Corp. at the instructions provided below. If you are paying for your subscription with funds drawn on any source other than a Canadian chartered bank, you may only pay by wire transfer to Garfinkle Biderman LLP, legal counsel for First Potash Corp. at the instructions provided below.
PRIVATE PLACEMENT OF FLOW-THROUGH UNITS SUBSCRIPTION AGREEMENT INSTRUCTIONSUnits Subscription Agreement • March 12th, 2024 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of flow-through units of the Corporation set forth below (each, a “Flow-Through Unit”) at a price of $0.40 per Flow-Through Unit, for the aggregate subscription price set forth below, upon and subject to the terms and conditions set forth in Schedule A - “Terms and Conditions of Subscription” attached hereto (together with this page and the attached Exhibits and Schedules, the “Subscription Agreement”) which are summarized in the term sheet a copy of which is attached hereto as Exhibit 5 (the “Term Sheet”). Each Flow-Through Unit shall consist of (i) one common share in the capital of the Corporation to be issued as a “flow-through share” (each a “Flow-Through Share”), and (ii) one half of one common share purchase warrant of the Corporation (each whole, a “Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one common share (each a “Warrant Share”) in the capita
CREDIT AGREEMENTAgreement • March 12th, 2024 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
FIRST PHOSPHATE CORP., a corporation organized and existing under the Province of British Columbia, represented by John Passalaqua
SHARE OPTION AGREEMENT Among ETNA RESOURCES INC. And ESCONDIDAS INTERNACIONAL S.A. de C.V And THE SHAREHOLDERS OF ESCONDIDAS INTERNACIONAL S.A. de C.V. dated December 18, 2009Share Option Agreement • October 27th, 2010 • Pan American Lithium Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Arizona
ETNA RESOURCES INC., a company duly incorporated under the laws of British Columbia, and having an office at Suite 110 – 3040 N. Campbell Ave., Tucson, Arizona USA 85719
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT (Independent Contractor)Consulting Services Agreement • May 11th, 2011 • Pan American Lithium Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Arizona
This AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into as of May 3, 2011 by and between Level 3 Capital Management Inc., a British Columbia corporation (the “Consultant”), and Pan American Lithium Corp., a British Columbia corporation (the “Company”).
MINING EARN-IN AND JOINT VENTURE AGREEMENTIn and Joint Venture Agreement • July 13th, 2012 • Pan American Lithium Corp • Mining & quarrying of nonmetallic minerals (no fuels)
PURCHASE AGREEMENT (the “Agreement”) concluded in Toronto on September 12, 2022 (the “Effective Date”),Purchase Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Quebec
BETWEEN : FIRST PHOSPHATE CORP., a corporation duly incorporated under the Business Corporations Act (British Columbia) and having its head office at Suite 3606, 833 Seymour Street, Vancouver, British Columbia, V6B 0G4;
PROPERTY PURCHASE AGREEMENTProperty Purchase Agreement • August 31st, 2011 • Pan American Lithium Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Arizona
PAN AMERICAN LITHIUM CORP. (“PAN AMERICAN”), a company validly subsisting under the laws of British Columbia, with an office at Suite 110, 3040 N. Campbell Avenue, Tucson, AZ 85719, through its 99% owned subsidiary, SOCIEDAD SOUTH AMERICAN LITHIUM COMPANY S.A. CERRADA (“SALICO”)
INDEPENDENT CONSULTANT AGREEMENTIndependent Consultant Agreement • March 12th, 2024 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS CONSULTANT AGREEMENT (this, “Agreement”) is entered into as of the [DATE] (the “Effective Date”), by and among First Phosphate Corp. (the “Company”), [Consultant] (the “Consultant”) and [Principal] (the “Principal”).
FIRST PHOSPHATE CORP. PRIVATE PLACEMENT OF UNITS SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation set forth below (each, a “Unit”) at a price of $0.35 per Unit, for the aggregate subscription price set forth below, upon and subject to the terms and conditions set forth in Schedule A - “Terms and Conditions of Subscription” attached hereto (together with this page and the attached Exhibits and Schedules, the “Subscription Agreement”) which are summarized in the term sheet a copy of which is attached hereto as Exhibit 5 (the “Term Sheet”). Each Unit shall consist of (i) one common share in the capital of the Corporation (each a “Share”), and (ii) one half of one common share purchase warrant of the Corporation (each whole, a “Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one common share (each a “Warrant Share”) in the capital of the Corporation at a price of $0.50 until December 31, 2025, subject, if applicable, to the Acceler
FIRST PHOSPHATE CORP. (THE “ISSUER”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR COMMON SHARES INSTRUCTIONS TO PURCHASERFirst Phosphate Corp • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from First Phosphate Corp. (the “Issuer”) that number of common shares of the Issuer (“Common Shares”) set out below at a price of $0.25 per Common Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Common Shares” which are summarized in the Term Sheet a copy of which is attached hereto as Exhibit “F” (the “Term Sheet”). The Subscriber further agrees, without limitation, that the Issuer may rely upon the Subscriber’s representations, warranties, covenants, certifications, and acknowledgements contained in such documents.
MINERAL OPTION AGREEMENT – MOOSE LAKE PROPERTY Dated effective June 17, 2022 BETWEEN GLEN EAGLE RESOURCES INC. AND FIRST POTASH CORP.Mineral Option Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
GLEN EAGLE RESOURCES INC., a corporation incorporated under the laws of Canada, having an office for mailing at 2075 Avenue Victoria, Suite #201, Saint Lambert, QC, J4S 1H1;
SECURITIES EXCHANGE AGREEMENT dated August 18, 2009 AMONG: The Persons Listed on SCHEDULE 2.1(a) (Each, individually a “SALCO Interest Holder ” and collectively, the “SALCO Interest Holders”) - and - SOCIEDAD GARESTE LIMITADA a limited liability...Securities Exchange Agreement • June 3rd, 2010 • Pan American Lithium Corp • British Columbia
MARKET MAKING SERVICES AGREEMENTMarket Making Services Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
This Market Making Services Agreement (the “Agreement”) made at Toronto, Ontario, as of March 21, 20 23 between First Phosphate Corp., a company governed by the laws of British Columbia (the “Company”) and Independent Trading Group (ITG), Inc., a company governed by the laws of Ontario (the “Service Provider”).
PAN AMERICAN LITHIUM CORP. 3040 N. Campbell Avenue, Suite 110 Tucson, Arizona, USA 85719Pan American • October 27th, 2010 • Pan American Lithium Corp • Mining & quarrying of nonmetallic minerals (no fuels)
Further to the Share Option Agreement (the “Option Agreement”) among Pan American Lithium Corp. (formerly Etna Resources Inc.), Escondidas International S.A. de C.V. (“Escondidas”) and the shareholders of Escondidas dated December 18, 2009, we hereby agree, for good and valuable consideration, the receipt of which is acknowledged by each party, to:
PURCHASE AGREEMENT (the “Agreement”) concluded in Montréal on March 3, 2023 (the “Effective Date”),Purchase Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Quebec
BETWEEN : FIRST PHOSPHATE CORP., a corporation duly incorporated under the Business Corporations Act (British Columbia) and having its head office at Suite 3606, 833 Seymour Street, Vancouver, British Columbia, V6B 0G4;
PAN AMERICAN LITHIUM CORP. 3040 N. Campbell Avenue, Suite 110 Tucson, Arizona, USA 85719Pan American • January 5th, 2011 • Pan American Lithium Corp • Mining & quarrying of nonmetallic minerals (no fuels)
Further to the Share Option Agreement (the “Option Agreement”) among Pan American Lithium Corp. (formerly Etna Resources Inc.), Escondidas International S.A. de C.V. (“Escondidas”) and the shareholders of Escondidas dated December 18, 2009, we hereby agree, for good and valuable consideration, the receipt of which is acknowledged by each party, to:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 15th, 2023 • First Phosphate Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
THIS AGREEMENT is made as of May 10, 2023 (the “Agreement”), among Glen Eagle Resources Inc. a corporation incorporated under the laws of Canada (the “Vendor”), Shpirtrat Trust, a Trust incorporated under the laws of Ontario, and Z Six Financial Corporation, a Corporation incorporated under the laws of Ontario, or permitted assignees (collectively, the “Purchasers”).
