COOPERATION AGREEMENT FOR THE EXPLORATION AND STUDY PHASES OF THE FIRST PHOSPHATE MINE PROJECT (THE AGREEMENT)

Exhibit 4.19

Appendix 3

Final version

COOPERATION AGREEMENT FOR THE EXPLORATION AND STUDY PHASES

OF THE FIRST PHOSPHATE MINE PROJECT (THE AGREEMENT)

BETWEEN:

First Phosphate Corp (First Phosphate), a private company, incorporated under the Companies Act of British Columbia, having its principal place of business at 0000 Xxxx Xxxxxxx Xxxxxx, 0000 Xxxxx Xxxxxx, X.X. Box 11117, Vancouver, British Columbia, V6E 4N7, represented by Xx. Xxxx Xxxxxxxxxxx, Chief Executive Officer, duly authorized to enter into this Agreement on behalf of First Phosphate Corp.

AND:

Pekuakamiulnuatsh First Nation (the “First Nation”), represented by the political and administrative organization Pekuakamiulnuatsh Takuhikan, having its principal place of business at 0000, xxx Xxxxxxxxxxx, Xxxxxxxxxxxx, Xxxxxx, G0W 2H0, and its Chief Xxxxxxx Xxxxxxxxx, duly authorized to enter into this Agreement on behalf of the First Nation.

(hereinafter collectively referred to as the “Parties” and individually as a “Party”)

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

PREAMBLE

1. Whereas First Phosphate holds several claims on the Nitassinan of the

First Nation, the geographical locations of which are set out in Appendix 3 (the “Claims”), and whereas it intends to initially develop an open-pit apatite, titanium and iron mine as well as a concentrator on a site to be determined and, as value-added activities, a phosphoric acid production plant and a cathode powder plant for LFP batteries in the Port Saguenay industrial port zone, a titanium and iron processing plant for the battery sector on a site to be determined, and other downstream activities related to the production of LFP batteries that would help develop the Saguenay-Lac-St-Xxxx region as a North American hub for lithium iron phosphate batteries (hereinafter the “Project”);

Considering that the number of First Phosphate's claims on the First Nation's Nitassinan may increase or decrease in the future;

Whereas First Phosphate wishes to pursue Exploration and Development Activities on the Claims;

Considering that the Parties wish to cooperate during the Exploration and Development Activities of the project on the First Nation's Nitassinan, which involve certain activities contemplated by First Phosphate, a summary description of which is set out in Schedule 2;

Considering that only Pekuakamiulnuatsh Takuhikan can represent the First Nation and its members;

Whereas First Phosphate is not entitled to deal with the First Nation's aboriginal rights, including aboriginal title, or treaty rights in its traditional territory, but nevertheless wishes to agree on the terms and conditions concerning the Exploration and Development activities;

Whereas the Parties acknowledge that they have exchanged views on the Exploration and Development Activities and on the Project during the negotiation of this Agreement;

Whereas the Parties wish to establish a long-term, mutually beneficial relationship based on respect, dialogue, information sharing and trust in an Impact and Benefits Agreement (IBA) to be entered into at a later date with respect to the Project;

Whereas the purpose of this Agreement is to establish the respective commitments of the Parties with respect to the Exploration and Development Activities, as well as the negotiation process by which the Parties;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

Whereas this Agreement is intended to establish the respective commitments of the Parties with respect to the Exploration and Development Activities, as well as the negotiation process by which the Parties undertake to attempt to conclude an IBA concerning the Project, without however constituting an approval of the Project by the First Nation;

Considering that the First Nation, represented by Pekuakamiulnuatsh Takuhikan, retains all its recourses and capacities to oppose the Project in the event that an IBA is not concluded;

Whereas the signing of this Agreement does not constitute consultation or accommodation by the provincial and federal governments with respect to the First Nation;

Whereas the signing of this Agreement, and subsequently that of an IBA, will bind First Phosphate as well as any potential new purchaser of all or part of the mining project covered by this Agreement or by an eventual IBA.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 – DEFINITIONS

1.1 Words with initial capital letters that are not defined elsewhere in the Agreement have the following meanings:

1.1.1

« Exploration and Development Activities »: means the activities carried out by First Phosphate on the claims held by First Phosphate and identified on the map appearing in Schedule 3, including the activities described in Schedule 2, in particular: prospecting, sampling, geophysical and geochemical studies, mapping, drilling and stripping;

1.1.2

« Year » means a period of 365 or 366 days, as the case may be, beginning on January 1 and ending on December 31;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

1.1.3

« Authorization » means any authorization from a Governmental Authority required by First Phosphate in connection with the Exploration and Development Activities, including rights, leases, permits, certificates, approvals, licences, investigation permits, temporary occupation permits, rehabilitation and restoration plans, orders, or other authorizations, subject to the terms and conditions set out in the Agreement, including, without limitation, the Existing Authorizations;

1.1.4

« Government Authority » means a public authority under the jurisdiction of Canada or Québec that has the power to regulate Activities, including the power to issue permits or to supervise.

1.1.5

« Aboriginal Rights » means the recognized and asserted Aboriginal rights, including Aboriginal title, of the First Nation that are protected under section 35 of the Constitution Act, 1982, without any admission by First Phosphate as to their existence, enforceability or enforceability;

1.1.6

“Environmental incident” means an unforeseen event, including emissions or spills of contaminants, that may adversely affect human health or safety, the environment, living species or Aboriginal rights;

1.1.7

“Business Day” means a day that is a weekday, excluding Saturdays, Sundays, statutory holidays in the Province of Quebec, as well as the days off provided for in the First Nation's Cultural Weeks calendar;

1.1.8

“Member or Members” means the member or members registered or entitled to be registered in the register of members of the First Nation pursuant to the Indian Act;

1.1.9

“Nitassinan” means the territory in respect of which the First Nation asserts or claims aboriginal rights, including aboriginal title, and which the First Nation designates as its traditional territory, illustrated on the map attached as Schedule 3;

1.1.10

“Contingency Plans” means First Phosphate's contingency plans in the event of an Environmental Incident arising from Exploration and Development Activities.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

ARTICLE 2 – INTERPRETATION

2.1 The Agreement shall be interpreted in accordance with the following principles:

2.1.1. The preamble to the Agreement forms an integral part thereof.

2.1.2. The titles and subtitles of the clauses and schedules of the Agreement are for information purposes only and do not affect their interpretation.

2.1.3. The use of the singular includes the plural and vice versa.

2.1.4. The Agreement is without distinction based on gender and the use of the masculine includes the feminine.

2.1.5. The Agreement shall be governed by and interpreted in accordance with the laws of Québec and the laws of Canada applicable therein.

2.1.6. Any reference to a legal provision must be interpreted as a reference to this provision as amended on the date in question.

2.1.7

Any reference to a clause, section or schedule constitutes a reference to a clause, section, or schedule of the Agreement, unless otherwise stipulated.

2.1.8

The expressions “included” or “including” shall be construed as “including without limitation” and shall not be deemed to state an exhaustive list.

2.1.9

Time is calculated as follows:

2.1.9.1

if the period to be calculated is a number of days, the first day is excluded and the last day is included. If the period allowed for taking action coincides with or expires on a day that is not a Business Day, it will be extended until the next Business Day; and

2.1.9.2

if the period to be calculated is a number of years, “year” or “year” means a period of twelve (12) consecutive months beginning on the date of the event that gives rise to the calculation of the year or annual period.

2.1.10

All amounts mentioned in the Agreement are in Canadian dollars.

2.1.11

This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement or understanding between the Parties.

2.1.12

The following appendices form an integral part of the Agreement:

●

Appendix 1 - Operating framework for reimbursement of First Nation expenses.

●

Appendix 2. - Summary description of activities related to the exploration and study phases

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

●

Appendix 3 - Map of the claims and Nitassinan of Mashteuiatsh

●

Appendix 4. - Resolution of the Board of Directors of First Phosphate Corp. authorizing the signing of the Agreement

●

Appendix 5. - Resolution of the Mashteuiatsh Band Council authorizing the signing of the Agreement

ARTICLE 3 – PURPOSE OF THE AGREEMENT

3.1

The purpose of the Agreement is to establish:

3.1.1. the commitments of the Parties with respect to Exploration and Development Activities; and

3.1.2. the process for negotiating an IBA in respect of the Project.

ARTICLE 4 – COMMITMENTS OF FIRST PHOSPHATE CORP.

INFORMATION

4.1 First Phosphate undertakes to act as the sole interlocutor for the Exploration and Development Activities and the Project within the framework of the Agreement and the undertakings that will result therefrom;

4.2. First Phosphate undertakes to provide the First Nation, as soon as they are issued, with a copy of all requests for Authorizations intended for the Government Authorities, as well as all Authorizations issued by the Government Authorities concerning Exploration and Development Activities and the Project on the territory covered by the Agreement;

4.3. First Phosphate shall provide the First Nation with a plan describing the Exploration and Development Activities planned for the coming year (“Exploration Plan”). First Phosphate shall notify the First Nation of any changes to the Exploration Plan during the year.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

EMPLOYMENT AND BUSINESS OPPORTUNITITES

4.4 First Phosphate undertakes to provide the First Nation with a list of jobs and contracts which, to the best of its knowledge, should be required during the term of the Agreement, as well as the conditions for accessing them. A revised version of the list will be transmitted to the First Nation at the time of the annual report of activities and after decisions have been made regarding additional activities to the annual list previously transmitted to the First Nation;

4.5 First Phosphate undertakes to give priority to the hiring of qualified workers from the First Nation and to use qualified contractors from the First Nation by favouring them at comparable costs and conditions; in the event that they should be more expensive than other bidders, the parties agree to enter into discussions with a view to reaching an agreement.

4.6 In the event that a First Nation contractor is not selected in accordance with Article 5, First Phosphate undertakes to give priority to contractors holding ECOLOGO UL 2723 certification.

4.7

First Phosphate undertakes to consider awarding contracts by mutual agreement at competitive costs and conditions, depending on the nature of the Exploration and Development Activities and the tasks to be accomplished, and depending on the experience and availability of First Nation companies and labour;

4.8

First Phosphate undertakes to keep the First Nation informed, on an ongoing basis, of employment and business opportunities related to the exploration and pre-construction phases.

WORK PLANNING

4.9

Following receipt of the Exploration Plan, the First Nation may make comments and recommendations to First Phosphate concerning the Exploration Plan, in particular any concerns regarding the health and safety of Members, the presence of sites of interest and, where applicable, protective measures to be put in place.

4.10 First Phosphate undertakes to notify the First Nation at least fifteen (15) days prior to the start of the planned work, once the public announcement of the planned start date has been made, so that the First Nation can inform its Members.

4.11 First Phosphate undertakes to modify and adapt its exploration and development activities during the traditional activity periods identified by the First Nation. The hunting periods provided for in the First Nation's wildlife harvesting code of practice are as follows:

4.11.1

The regular hunting period lasts eight (8) consecutive weeks: it begins on the Friday preceding Labour Day and ends on the Sunday of the 8th week following;

4.11.2

White-tailed deer may be hunted during the regular hunting season and from the last Friday in October to the 3rd Sunday in November;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

4.11.3

The autumn migratory bird hunting season begins on the Friday before Labour Day and ends on 1 December.

4.12 First Phosphate undertakes to take into account any comments and recommendations that the First Nation may make concerning the Exploration Plan. Within thirty (30) days following receipt of these comments and recommendations, First Phosphate shall provide explanations to the First Nation on the manner in which they have been taken into account.

4.13 First Phosphate undertakes to reimburse the First Nation for the costs related to the negotiation of the IBA and the costs incurred in the environmental assessment process for the Project that are not covered by government reimbursement processes, in accordance with the Operating Framework for the Reimbursement of Expenses to be Agreed Upon, based on the budget to be agreed upon by the parties prior to the commencement of negotiations with the First Nation.

4.14 First Phosphate undertakes, upon signature of the Agreement, to designate a representative responsible for its implementation;

ENVIRONMENTAL PROTECTION

4.15 First Phosphate undertakes to take the necessary measures to promote the conduct of Exploration and Development Activities according to best practices in a perspective of sustainable development, as well as protection of the environment and the First Nation's Aboriginal Rights. To this end, First Phosphate undertakes in particular to:

4.15.1

Comply with all laws applicable to Exploration and Development Activities and respect all requirements and terms and conditions for obtaining and maintaining Authorizations required for the purposes of carrying out Exploration and Development Activities;

4.15.2

In the event of the complete cessation of Exploration and Development Activities, First Phosphate undertakes to redevelop and restore all of the sites affected by Exploration and Development Activities, including the access roads developed by First Phosphate as part of its activities, in accordance with the restoration and rehabilitation plan submitted to the First Nation for consultation and subsequently approved by the Government;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

4.15.3

Implement the environmental measures protocol for all exploration and development activities (in Appendix X).

4.15.4

At the end of each exploration or development campaign, ensure that the affected sites are clean and free of any material. In the event of a winter campaign, First Phosphate also undertakes to revisit the site after the snow melts to ensure that the site is clean and free of any material;

4.15.5

Encourage the participation of the First Nation in the environmental monitoring of Exploration and Development Activities, while retaining full responsibility for ensuring compliance with environmental standards. To this end, First Phosphate undertakes in particular to:

4.15.5.1

Provide the First Nation with access to the Exploration and Development Activity sites for environmental monitoring purposes, i.e. one or two visits before, during and after these activities. In the interest of health and safety, the First Nation shall give twenty-four (24) hours notice to First Phosphate's representative of a possible visit;

4.15.5.2

First Phosphate undertakes to cover the costs of environmental monitoring by the First Nation, i.e., depending on the nature and quantity of the work, one to two visits that may be made to the site by a First Nation environmental technician. The costs of these visits are presented in Appendix 1.

4.16 Within thirty (30) business days following completion of the work, First Phosphate shall provide the Implementation Committee with a copy of its work site inspection report (“Environmental Report”). This Environmental Report shall include environmental monitoring activities relating to the Exploration and Development Activities;

4.17 a list of all Environmental Incidents that have occurred during the course of the work;

4.18 a copy of the additional government authorisations obtained for the continuation of the Exploration and Development Activities.

4.19 In the event of an Environmental Incident related to Exploration and Development Activities that requires notification of Government Authorities, First Phosphate must also send this notification to the First Nation within the timeframes prescribed by the laws in force. Following First Phosphate's receipt of the notice and treatment of the incident, the First Nation may provide comments and recommendations to First Phosphate on the treatment of the incident.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

4.20 In the event of the fortuitous discovery of archaeological sites, including artifacts or archaeological remains, or burial sites, including human remains or xxxxxx (“Fortuitous Discovery”) during its Exploration Activities, First Phosphate undertakes to:

4.20.1

Suspend its activities for fifteen (15) Working Days within a radius of one hundred (100) metres of the Accidental Discovery;

4.20.2

Urgently notify the First Nation of the Incidental Discovery;

4.20.3

Make the mandatory declaration provided for in the Cultural Heritage Act.

4.21 Within fifteen (15) Business Days following a Fortuitous Discovery, the Parties shall hold an emergency meeting at which:

4.21.1

the Parties shall agree on the terms and conditions surrounding the resumption of Exploration and Development Activities in the area of the Discovery, including the possibility for the First Nation to require First Phosphate to comply with new protection, mitigation, and compensation measures;

4.21.2

the First Nation may decide what will be done with the Incidental Discovery, subject to the Cultural Heritage Act;

4.21.3

the First Nation may include in the emergency meeting any Member whose presence is necessary.

4.21.4

The Parties may agree on an additional period of time to hold the emergency meeting. They may also hold more than one meeting if necessary.

4.22 In order to ensure the safety of Members travelling on Nitassinan, First Phosphate ensures that drilling casings do not exceed thirty (30) centimetres in height from the ground in accordance with regulations. First Phosphate shall transmit the GPS coordinates of the drilling casings to the First Nation annually, no later than December 1st of each Year.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

FINANCIAL PARTICIPATION

4.23 First Phosphate shall remit the First Nation:

4.23.1

Each year, 2.5% of the expenses related to the Exploration and Development Activities carried out (drilling and related work) on the Territory between January 1st and December 31st of each year shall be paid to the First Nation, said amount being payable on the basis of the Exploration Activities of the year, said amount being payable in the form of common shares of the company based on the market price of the shares on December 31st of the year in question (“the Annual Amount”). Said sum shall be paid before 20 January of each year. The minimum payable each year will be 100,000 shares to be paid before 15 January of each new year. Upon signature of the agreement, the first 100,000 (“minimum shares”) for the year 2024 will be paid immediately between 20 days of the signature of the agreement.

4.23.2

Before January 20 of each new year and until the ERA is signed, First Phosphate will pay the annual amount calculated for the immediately preceding year minus the 100,000 minimum shares paid at the beginning of the year plus the 100,000 minimum shares for the current year.

4.23.3

In addition, at the signing of the Agreement, First Phosphate will donate, in good faith (payment) and by way of friendship of one hundred thousand (100 000) shares of the company to be distributed in the Innu Aitun Fund and in a fund dedicated to Nehlueun (the language).

ARTICLE 5- COMMITMENTS OF THE FIRST NATION

5.1

The First Nation undertakes to act as the sole interlocutor for the Exploration and Development Activities and the Project within the framework of the Agreement and the commitments that will result therefrom;

5.2

The First Nation undertakes to provide First Phosphate with a profile of the companies and skilled labour available;

5.3

The First Nation undertakes to identify any information or make any recommendation to First Phosphate concerning the use of the territory and its resources by the First Nation and its concerns or interests concerning the environmental or social impacts of the Exploration and Development Activities, and the appropriate mitigation or accommodation measures;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

5.4

The First Nation undertakes to participate in the environmental assessment process and more particularly in the public hearings should the Project proceed to these stages. For greater clarity, the First Nation retains its right to participate fully and freely in the consultation processes of the Government Authorities;

5.5

The First Nation undertakes to cooperate with First Phosphate in its dealings with Government Authorities and third parties in the context of its Exploration and Development Activities carried out in compliance with the First Nation's Ancestral Rights and in accordance with the regulations and laws in force;

5.6

The First Nation undertakes, upon signature of the Agreement, to designate a representative responsible for its implementation;

5.7

The First Nation undertakes to promote communication between the Members and the Promoter;

5.8

The First Nation undertakes to give priority to any request for land formulated by First Phosphate with a view to the establishment of a business in the Mashteuiatsh industrial park, subject to the availability of land at the time of the request;

5.9

The First Nation undertakes to collaborate with First Phosphate with government authorities and third parties in order to establish phosphate as a critical and strategic material at the Quebec and Canadian levels.

ARTICLE 6 –JOINT COMMITMENTS

6.1. The Parties, via the implementation representatives, agree to:

6.1.1. Set significant employment and contracting targets for First Nation skilled workers and contractors;

6.1.2. Maintain regular dialogue during the term of the Agreement and document decisions made jointly;

6.1.3. Develop and implement solutions to potential problems related to the coexistence of Exploration and Development Activities with traditional land use and valued elements of the biophysical and human environments;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

6.1.4. Participate in an annual public meeting with the population of the First Nation to report on the application of the Agreement and the progress of Exploration and Development Activities. The holding of this annual meeting remains the prerogative of the First Nation;

6.1.5. Organise an annual visit to the exploration sites, the terms of which shall remain to be defined by the Parties. Participants will include a reasonable number of members designated by the First Nation, representatives of the First Nation's political authorities and representatives of First Phosphate. Participation in this annual visit remains the prerogative of the First Nation;

6.1.6 Pay special attention to employment and integration opportunities for young people from the First Nation and the Saguenay-Lac-St-Xxxx region within the framework of the Project.

ARTICLE 7 – IMPACT AND BENEFIT AGREEMENT (ERA) CONDITIONAL ON POSITIVE DEVELOPMENT OF THE EXPLORATION AND STUDIES PHASE

7.1

The Parties undertake to initiate the negotiation of an IBA following the positive results of a pre-feasibility study. In the event that First Phosphate does not carry out a pre-feasibility study, such negotiations will be initiated as soon as First Phosphate's board of directors decides to undertake a feasibility study;

7.2

According to a timetable established jointly by the Parties as part of the implementation of the Agreement, it would be desirable for the IBA to be concluded prior to the issuance of the government decree approving the Project, and the Parties will work towards this goal. The IBA will cover the following aspects, with quantifiable objectives;

7.2.1

The modalities of the First Nation's participation in the development of the Project;

7.2.2

Adequacy between the First Nation's labour supply and First Phosphate's demand;

7.2.3

Pre-employment and on-the-job training for jobs in the operations phase;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

7.2.4

Recruitment, retention, and target workforce objectives;

7.2.5

Breakdown of work packages and contract opportunities for First Nation companies during the construction and operation phases of the Project;

7.2.6

Goods and services required and opportunities for First Nation businesses during the construction and operation phases of the Project;

7.2.7

Criteria for awarding contracts to the First Nation and target floor;

7.2.8

Establishment of joint ventures and new companies;

7.2.9

Content from the First Nation required for contractors and suppliers of goods and services;

7.2.10

Traditional knowledge, environmental and cultural considerations, and inclusion measures;

7.2.11

Restoration and redevelopment of sites affected by the Project;

7.2.12

Involvement of the First Nation in environmental monitoring and follow-up;

7.2.13

Establishment of a training fund;

7.2.14

Establishment of an economic development fund;

7.2.15

Setting up a compensation fund for traditional activities;

7.2.16

Appointment of a Liaison Officer and establishment of an Implementation Committee;

7.2.17

Evaluation of ERA performance, feedback mechanisms and dispute resolution;

7.2.18

Communication, intercultural training and consultation;

7.2.19

First Nation shareholding in First Phosphate;

7.2.20

Ancestral rights and titles to the territory and financial compensation;

7.2.21

Continuity of the IBA in the event of a change of control, sale, or transfer of the Project or one of its components;

7.2.22

Implementation process;

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

7.2.23

Dispute resolution process.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

SECTION 8 - IMPLEMENTATION

IMPLEMENTATION COMMITTEE

8.1.

An Implementation Committee is formed as soon as the Agreement is signed.

8.2.

The mission of the Implementation Committee will be to hear the concerns of the Parties and to ensure ongoing dialogue between the Parties in order to facilitate the implementation of the Agreement. To this end, the Committee shall in particular:

8.3.

Centralise communications between the Parties and encourage their collaboration in implementing the Agreement;

8.4.

Issue non-binding recommendations to the Parties on matters covered by the Agreement and the resolution of any disputes between them.

8.5.

The Implementation Committee is composed of two (2) representatives of the Parties. The quorum shall be an equal number of representatives of the Parties at all times. At the signing of the Agreement, the Implementation Committee is made up of Xxxx Xxxxxxxxxxx and Xxxxx Xxxxxx for First Phosphate and Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxxx representing Mashteuiatsh.

8.6.

At least one member of the Implementation Committee appointed by each Party shall have decision-making authority or direct access to persons with such authority within the appointing Party.

8.7.

Party representatives appointed to the Implementation Committee shall hold office for as long as the appointing Party wishes and may be replaced at any time at the discretion of the appointing Party.

8.8.

If a representative is unable to attend a meeting of the Implementation Committee, another representative, duly appointed by the Party he or she represents, may attend the meeting in his or her place.

8.9.

The Implementation Committee may invite any person whose presence may be required at its meetings.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

OPERATION OF THE IMPLEMENTATION COMMITTEE

8.10.

The Implementation Committee meets at least three (3) times a year.

8.11.

Meetings shall be held in person or by telecommunications, at the discretion of the members of the Implementation Committee.

8.12.

The recommendations of the Implementation Committee, if any, must be agreed by all its members.

8.13.

The Implementation Committee shall have no decision-making or other coercive powers in relation to either Party.

8.14.

The Implementation Committee shall determine its operating rules.

8.15.

The Parties shall agree in advance on the reasonable costs of operating the Implementation Committee, which shall be borne by First Phosphate.

SECTION 9 – DISPUTE RESOLUTION

9.1. The parties agree to resolve their disputes amicably through their respective representatives designated in this Agreement;

9.2. Should the approach set out in section 5.1 fail, the designated representatives shall submit the dispute in writing to the President of First Phosphate and the Chief of the First Nation, who may resolve the dispute directly or through a neutral third party whose recommendations shall be submitted to them;

9.3. Ultimately, any dispute not resolved in accordance with the sequential approach set out in sections 9 and 9.2 must be submitted to arbitration in accordance with the procedures set out in the Code of Civil Procedure of Quebec, Title II, Book VII, sections 620 et seq.

9.4. This section 9 does not apply to disputes concerning Ancestral Rights or compliance with the confidentiality rules set out in section 11.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

SECTION 10 - REPRESENTATIONS

10.1. First Phosphate certifies that it is a corporation registered under the laws of Canada and that its President is duly authorized to sign this Agreement by virtue of a resolution of its Board of Directors, which resolution is attached hereto as Schedule 4;

10.2 First Phosphate certifies that it is not and will not be bound by any agreement or other arrangement that would have the effect of restricting the scope of this Agreement;

10.3. The First Nation certifies that it is the agent of the members of the Pekuakamiulnuatsh First Nation and that Chief Xxxxxxx Xxxxxxxxx is duly authorized to sign this Agreement by virtue of a resolution of the Pekuakamiulnuatsh Takuhikan which is attached as Schedule 5.

SECTION 11 – CONFIDENTIALITY

11.1.

The Parties undertake to keep confidential the content of the Agreement - including the discussions and negotiations leading to the Agreement - and any confidential information that they may exchange or have exchanged in the course of negotiating and executing the Agreement, with the exception of the very existence of the Agreement, which shall not be considered confidential information (the “Confidential Information”).

11.2.

Notwithstanding section 0, the Parties recognize the importance for the First Nation to consult and inform its Members about the Agreement and its implementation. To this end, the First Nation may keep the Members informed of the content of the Agreement and its implementation, as well as of the progress of the Exploration and Development Activities by obtaining First Phosphate’s prior consent to the content of the disclosure that will be made to the Members. From time to time, at the request of the First Nation, First Phosphate agrees to participate in meetings with the Members on technical matters. Similarly, First Phosphate may share the content of the Agreement with its financiers, investors, and bankers, who must undertake to respect its confidentiality.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

11.3.

The Parties undertake not to use the Confidential Information other than for the purposes of implementing the Agreement.

11.4.

This section is binding on the parties and their directors, officers, employees, and representatives who have access to Confidential Information in the course of their duties. Each of the parties is responsible for informing its directors, officers, employees, and representatives who have access to Confidential Information of their confidential nature, and for ensuring that each person to whom Confidential Information is communicated is itself subject to information protection policies. Each party shall be liable for the breach of any of the terms and conditions referred to in this Agreement by any of its aforementioned persons or assigns.

11.5.

All information pertaining to the First Nation’s use of Nitassinan, its traditional knowledge or its ancestral rights (the “Traditional Information”) is of a confidential nature if it is communicated within the framework of section 0. Traditional Information may only be disclosed by First Phosphate with the prior written authorization of the First Nation.

11.6.

First Phosphate acknowledges that it has no intellectual or moral property rights in the Traditional Information.

11.7.

This Article does not apply to information:

11.7.1.

Which is already in the public domain at the time the Agreement is signed;

11.7.2.

Which becomes in the public domain after the signing of the Agreement, without there being a breach of this Article by either of the Parties;

11.7.3.

Correspond to information provided by one of the Parties to a third party on a non-confidential basis;

11.7.4.

The disclosure of which is required by a legislative or regulatory requirement, by a Government Authority having jurisdiction or by a court having jurisdiction, for these purposes only; or

11.7.5.

With the written consent of the Party from whom the information originated.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

11.8.

This Section 11 shall survive the termination, expiry, or rescission of the Agreement.

SECTION 12 - COMMUNICATIONS

12.1. The Parties undertake to work together to ensure that the purpose and scope of the Agreement are respected and to implement the Agreement in good faith.

12.2. The Parties agree to provide each other, in an efficient and timely manner, with all information relevant to the purpose of the Agreement.

12.3. The Parties undertake to co-ordinate their communications relating to the Agreement. To this end, the Parties shall keep each other informed, reasonably in advance, of any initiative or other communication activity carried out in relation to the Agreement, in particular by means of advertising, press conferences and releases or any other printed or electronic material.

12.4. The Parties agree to give preference to joint public announcements. Otherwise, any public announcement, the main subject of which is the Agreement, made by one of the Parties must have been submitted to the other Party prior to the announcement.

SECTION 13 - TRANSFERT

13.1. First Phosphate is not authorized to transfer, sell, assign, or otherwise dispose of the Agreement or any of its rights or obligations thereunder, without the prior written consent of the First Nation. By way of exception, the First Nation consents in advance to such transfer, sale, or assignment if the intended assignee, purchaser, successor, or assign agrees in writing to substitute itself for First Phosphate as a party to the Agreement. This writing must be served on the First Nation prior to the transfer, sale, or assignment.

13.2. Following the transfer, sale or assignment of First Phosphate’s rights and obligations in accordance with section 14.1, First Phosphate is released from its commitments and obligations under the Agreement, except with respect to the confidentiality obligations set out in section 11.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

SECTION 14 – DURATION OF THE AGREEMENT, REVIEW AND TERMINATION

14.1.

The Agreement takes effect on the date it is signed by the representatives of the Parties.

14.2.

The Agreement may only be terminated in one of the following cases:

14.2.1.

Upon signature of the IBA;

14.2.2.

Upon mutual written consent of the Parties;

14.2.3.

Unilaterally by one of the Parties if, at the end of the Dispute Resolution Process, the arbitrator has confirmed that the other Party has failed to comply with an obligation under the Agreement and the other Party has failed to implement the arbitration decision within ninety (90) days of the arbitration award.

14.3.

Upon termination of the Agreement, each Party shall be released from all of its undertakings and obligations thereunder except for the obligations relating to confidentiality set forth in Article 11. These obligations survive termination for a period of fifteen (15) years from the date hereof.

14.4.

The Parties agree to review the Agreement and, if necessary, to amend it in the following cases:

14.5.

On the first anniversary of the signing of the Agreement, and every two (2) years thereafter;

14.6.

Upon a change in Applicable Laws affecting one or more of the Parties’ obligations under the Agreement;

14.6.1.

By mutual consent of the Parties;

14.6.2.

When the results of the economic study are obtained.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

SECTION 15 – GENERAL PROVISIONS

15.1. Communications relating to this Agreement may be made in writing or by e-mail, with a request for acknowledgement of receipt, or delivered by hand or by registered post to the following addresses:

First Phosphate Corp.

0000 Xxxx Xxxxxxx Xxxxxx, 0000 Xxxxx Xxxxxx, P.O. Box 11117,

Vancouver, British Columbia, V6E 4N7

To the attention of Mister Xxxx Xxxxxxxxxxx, CEO

xxxx@xxxxxxxxxxxxxx.xxx

Council of the Pekuakamiulnuatsh First Nation

1671 Ouiatchouan Street Mashteuiatsh,

Quebec G0W 2H0

To the attention of Chief Xxxxxxx Xxxxxxxxx

xxxxxxx.xxxxxxxxx@xxxxxxxxxxxx.xx

15.2. Any amendment must be made in writing and approved by all parties.

15.3. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws applicable and in force from time to time.

15.4. For all matters relating to the jurisdiction of the courts, this Agreement is deemed to have been entered into in the judicial district of Roberval, in the province of Quebec.

15.5. The parties undertake to cooperate with a view to reaching a joint agreement with the First Nations of Essipit and Pessamit in the event that the Exploration and Development Work or a portion of the Project is carried out on the claimed common territories of such First Nations.

In the event that a joint agreement is signed with the Mashteuiatsh, Essipit and Pessamit First Nations, First Phosphate undertakes to incorporate into said joint agreement the terms and conditions that are most advantageous to them, with respect to any agreement previously entered into with any of said First Nations in connection with the Exploration and Development Activities or the Project.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

SIGNATORIES

FIRST PHOSPHATE CORP.

Xxxx Xxxxxxxxxxx, Chief Executive Officer

COUNCIL OF THE FIRST NATION OF PEKUAKAMIULNUATSH

Xxxxxxx Xxxxxxxxx, Chief

FIRST PHOSPHATE

Xxxx Xxxxxxxxxxx, Implementation Manager

THE FIRST NATION

, Implementation Manager and Communications Coordinator

Signed at Mashteuiatsh, this 9^th day of April, of 2024.

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

Appendix 1. – Operating framework for the reimbursement of First Nation expenses

Description	Details of costs	Estimate of costs	Supporting documents required	Timing of payment
Inspection Visit
First Nation environmental technician	$40/hr	5 hr minimum	First Nation invoice detailing number of hours	Pay-as-you-go
Travel expenses	$0.60/km	To be determined	Invoice from the First Nation detailing the number of kilometres	Payable on a piece-rate basis
Meal expenses	According to the First Nation's policy	To be determined	Invoice from the First Nation detailing the number of meals and the date of the meal.	Pay per meal
Estimated Sub-Total

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

Appendix 2. - Summary description of activities related to the exploration and study phases

Maintenance of the access road to the site

Geological mapping, prospecting, and sampling (geologists and assistant geologists)

Drilling work (diamond drilling company with drillers and drilling assistants)

Mechanical stripping and cleaning work (loggers, mechanical shovel contractors and technicians)

Geophysical surveys (company specialising in geophysics)

Deforestation work and construction of access roads to drilling and/or stripping sites as part of these activities (loggers or logging company)

Surveying work (surveying firm)

Rock sampling and metallurgical testing (laboratory)

Engineering work related to the pre-feasibility study

Work related to the environmental baseline and impact study (biologists, archaeologists, technicians, hydrogeologists)

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

Appendix 3. - Map of the claims and of the Nitassinan of Mashteuiatsh

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

APPENDIX 4.

Resolution of the Board of Directors of First Phosphate Corp. authorizing the signature of the Agreement

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

APPENDIX 5.

Resolution of the Mashteuiatsh Band Council authorizing the signing of the Agreement

This English version is a translation of the original document prepared in French.

In case of discrepancy between the documents, the French version will prevail.

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COOPERATION AGREEMENT FOR THE EXPLORATION AND STUDY PHASES OF THE FIRST PHOSPHATE MINE PROJECT (THE AGREEMENT)

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