SecProbe.io

CORRESP
1
filename1.htm

March
11, 2024

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

USA

    Attention:

    Yolanda
    Guobadia

    Mark
                                         Wojciechowski

        John
        Coleman

        Liz
        Packebusch

        Kevin
        Dougherty

    Re:
    First
    Phosphate Corp.

    Registration
    Statement on Form 20-F

    Filed
    December 15, 2023 (the “Registration Statement”)

    File
    No. 000-54260

Ladies
and Gentlemen:

Set
forth below, on behalf of our client, First Phosphate Corp. (the “Company”), we are transmitting for your review
the Company’s responses to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated January 11, 2024 (the “Comment
Letter”), with respect to the Company’s Registration Statement on Form 20-F (the “20-F”) filed
with the Commission on December 15, 2023 and to update certain information in the 20-F, the Company is filing an Amended Registration
Statement, Amendment No. 1 to the Registration Statement on Form 20-F, with the Commission (the “20-F/A1”).
Please note that all references to page numbers in the responses are references to the page numbers in the 20-F/A1 submitted concurrently
with the submission of this letter in response to the Staff’s comments.

To
facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter
in bold text and have provided the Company’s responses immediately following the numbered comments.

Capitalized
terms used herein have the meanings set forth in the 20-F/A1 unless defined herein.

Amendment
No. 1 to the Registration Statement on Form 20-F

Form
20-F filed December 15, 2023

We
are subject to risks arising from epidemic diseases, such as the COVID-19 pandemic., page 16

Nauth
LPC • www.nauth.com • T 416.477.6031 • F 416.477.6032

 217
Queen Street West - Suite 401, Toronto, Ontario, M5V 0R2

    U.S. Securities
    and Exchange Commission

    March 11, 2024

    Page 2

 1. Please
                                         update this risk factor to describe the current state of risk from the COVID-19 pandemic
                                         to your business. For example we note that, as of January 2024, there do not appear to
                                         be "a large number of temporary business closures, quarantines, and a general reduction
                                         in consumer activity in a number of countries," nor "travel, gathering and
                                         other public health restrictions."

Response: The Company
respectfully acknowledges the Staff’s comment and has amended the risk factor on pages 18-19 in response to the Staff’s
comment.

Information
on the Company, page 19

 2. We
                                         note that you disclose various details pertaining to a preliminary economic assessment
                                         (PEA) in the second-to-last paragraph on page 19, the third paragraph on page 20, and
                                         the second paragraph on page 21, including production rates and economic indicators such
                                         as IRR and NPV, and an assertion that "The PEA provides a viable case for developing
                                         the Property...." We understand that your PEA is based on guidance in Canadian National
                                         Instrument 43-101. However, the property related disclosures in your registration statement
                                         must be supported by a technical report summary as outlined in Item 601(b)(96) and as
                                         referenced in Item 1302(b)(1) of Regulation S-K; these requirements are applicable pursuant
                                         to Instruction 3 to Item 4 of Form 20-F. Although you have filed a technical report summary
                                         at Exhibit 17.1, it appears that the qualified persons have opted to exclude the economic
                                         analysis and related content that would be necessary to support the disclosures referenced
                                         above. Please either obtain a revised technical report summary from the qualified persons
                                         that includes the economic analysis and related content or remove disclosures associated
                                         with the PEA that are not also supported by the technical report summary.

Response: The Company
respectfully acknowledges the Staff’s comment and has amended the disclosure on pages 23-27 in response to the Staff’s
comment.

 3. Please
                                         address the inconsistency between your disclosure on page 23, stating that the Lac Original
                                         property has no current resources, and your disclosure of mineral resources for this
                                         property on page 33.

Response: The Company
respectfully acknowledges the Staff’s comment and has amended the disclosure on page 30 in response to the Staff’s
comment.

 4. We
                                         note that your Summary Disclosure on page 25 is limited to a list of three exploration
                                         properties. Please expand this section of your filing to include a map of all properties,
                                         an overview of your three mining properties and operations, and a summary of any mineral
                                         resources and mineral reserves, to comply with Item 1303(b) of Regulation S-K.

www.nauth.com

    U.S. Securities
    and Exchange Commission

    March 11, 2024

    Page 3

Response: The Company
respectfully acknowledges the Staff’s comment and has expanded the discussion of the Bégin-Lamarche and Bluesky properties,
included a map of all three properties, and included a discussion about there being no mineral resources on the Bégin-Lamarche
and Bluesky properties on pages 68-70 in response to the Staff’s comment. The company has also expanded the overview of its
material property, Lac Original, on pages 31-68 in response to the Staff’s comment.

 5. Please
                                         expand the disclosures pertaining to your material property to include descriptions of
                                         (i) the present condition of the property, (ii) the work that you have completed on the
                                         property, including process testing, and (iii) your proposed program of exploration to
                                         comply with Item 1304(b)(2)(i) of Regulation S-K.

Response: The Company
respectfully acknowledges the Staff’s comment and has expanded the discussion about the present condition of the property
on page 33, the exploration work done on the property on page 34, and on mineral processing and testing on page 55, in response
to the Staff’s comment.

 6. Please
                                         revise your mineral resource table to include the date and point of reference to comply
                                         with Item 1304(d)(1) of Regulation S-K.

Response: The Company
respectfully acknowledges the Staff’s comment and has amended the disclosure on page 63 in response to the Staff’s
comment. The Company’s Qualified Person would like to clarify that the mineral resources are reported at an effective date
of Oct 3, 2022 in the Company’s Technical Report Summary and were still current as at February 28, 2023.

 7. Please
                                         include the information regarding internal controls that are used in your exploration
                                         and mineral resource and reserve estimation efforts to comply with Item 1305 of Regulation
                                         S-K.

Response: The Company
respectfully acknowledges the Staff’s comment and has extended the discussion sample preparation and security, quality assurance/quality
control program and on the database verification on page 53 in response to the Staff’s comment.

ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES, page 45

 8. Please
                                         disclose here, or in another appropriate location in your filing, the function(s) and
                                         members of your advisory board. We note references to same at pages 19, 20, and 43.

www.nauth.com

    U.S. Securities
    and Exchange Commission

    March 11, 2024

    Page 4

Response: The Company
respectfully acknowledges the Staff’s comment and has added disclosure regarding its advisory board on page 78 in response
to the Staff’s comment.

ITEM
9. THE OFFER AND LISTING

A.
Offer and Listing Details, page 52

 9. Please
                                         revise your disclosure in this section to specify the OTC Market tier to which you intend
                                         to apply for quotation. In addition, in an appropriate location in your filing please
                                         indicate the steps that you will need to take in order to achieve such quotation.

Response: The Company
respectfully acknowledges the Staff’s comment and has amended the disclosure on page 89 in response to the Staff’s
comment.

Exhibits

Exhibit
17.1 - Technical Report Summary, page 72

 10. The
                                         comments under this heading pertain to the technical report summary that you have filed
                                         in support of certain mineral property disclosures. You will need to discuss the comments
                                         with the qualified persons involved in preparing that report. We expect that you will
                                         need to obtain and file a revised technical report summary to resolve various concerns
                                         though suggest that you provide us with the draft revisions proposed by the qualified
                                         persons for review in advance.

Response:
The Company respectfully acknowledges the Staff’s comment and has discussed the comments with the qualified person, Antoine
Yassa, involved in preparing the Company’s Technical Report Summary in response to the Staff’s comment.

 11. We
                                         note that Mr. Antoine Yassa is identified in Sections 1.7, 2.2, 2.3, 11.1, 22 and 26
                                         as the qualified person overseeing all of the work associated with the technical report
                                         summary and there are similar references to him as the qualified person on pages 5, 28
                                         and 68 of the registration statement. However, the title to Exhibit 15.2 on page 72 of
                                         the registration statement indicates you are filing a consent from P&E Mining Consultants
                                         Inc., although Mr. Antoine Yassa has signed the consent.

Based
on these observations, it appears that you should correct your labeling of Exhibit 15.2 to be consistent with the various representations
regarding the qualified person as referenced above, since P&E Mining Consultants Inc. is not otherwise identified as the qualified
person.

Response: The Company
respectfully acknowledges the Staff’s comment and has amended the description of Exhibit 15.2 on page 111 in response to
the Staff’s comment.

www.nauth.com

    U.S. Securities
    and Exchange Commission

    March 11, 2024

    Page 5

 12. The
                                         technical report summary must include the information about mineral processing and metallurgical
                                         testing required under Item 601(b)(96)(iii)(B)(10)(ii) and (v) of Regulation S-K. Specifically,
                                         the qualified persons should (i) describe the degree to which the test samples are representative
                                         of the various types and styles of mineralization and the mineral deposit as a whole,
                                         and (ii) express their opinion on the adequacy of the data for the purposes used in the
                                         technical report summary.

Response: The Company
respectfully acknowledges the Staff’s comment and has expanded the discussion in the Technical Report Summary on the representativity
of the mineralization and expressed their opinion on the adequacy of the data in Section 1.9 and 10.1 of the technical report summary
and amended the disclosure on page 53 of the 20-F/A1 in response to the Staff’s comment.

 13. We
                                         note disclosures in Sections 1.10 and 11.13 indicating that the qualified person has
                                         assumed a US$200/t price of P2O5 in the cut-off grade calculation.

The
qualified person should also report the reasons for selecting the price, and the material assumptions underlying the selection
to comply with Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K. Such disclosures should include any source references for the
selected price, and a description of the assumed saleable product, such as concentrates or other.

Response:
The Company respectfully acknowledges the Staff’s comment and the Company’s Qualified Person has amended Section 1.10
and 11.13 in the Technical Report Summary in response to the Staff’s comment.

 14. Tell
                                         us how the 2.5% cut off grade reconciles with the information about pricing, process
                                         recovery, and unit costs disclosed on page 115 of the technical report summary; and describe
                                         any incremental details the qualified person proposes to clarify these associations.

Response: The Company
respectfully acknowledges the Staff’s comment and has expanded the discussion in the Technical Report Summary on the cut-off
grade in Section 1.10 and 11.13 and has amended the disclosure on page 63 of the 20-F/A1 in response to the Staff’s comment.

 15. The
                                         technical report summary must include the information about mineral resource estimates
                                         required under Item 601(b)(96)(iii)(B)(11)(v) and (vii) of Regulation S-K.

Specifically,
the qualified persons should (i) discuss uncertainty in the estimates of inferred, indicated, and measured mineral resources,
to include identifying the sources of uncertainty and explaining how they were considered in the uncertainty estimates, and (ii)
express their opinion about whether all issues relating to all relevant technical and economic factors likely to influence the
prospect of economic extraction can be resolved.

www.nauth.com

    U.S. Securities
    and Exchange Commission

    March 11, 2024

    Page 6

Response:
The Company respectfully acknowledges the Staff’s comment and has amended Section 11.14 in the Technical Report Summary
in response to the Staff’s comment.

Exhibits

 16. We
                                         note your disclosure at page 51 indicating the Company has director and management service
                                         agreements with each of its directors and officers. Please file such agreements as exhibits
                                         to your registration statement or provide an analysis explaining why this is not necessary.