Foremost Clean Energy Announces Approval of the Winston Gold and Silver Spin-Out and Additional Results from AGSM
Foremost Clean Energy Announces Approval of the Winston
Gold and Silver Spin-Out and Additional Results from AGSM
On the anticipated Effective Date on or around January 14, 2025, all Foremost shareholders
are expected to receive two shares of Rio Grande for every one share of Foremost they hold
VANCOUVER, British Columbia, December 2 3, 2024 -- Foremost Clean Energy Ltd. (NASDAQ:
FMST) ( CSE: FAT ) ( “Foremost” or the “Company”), an emerging North American uranium and
lithium exploration company , is pleased to announce that shareholders of Foremost
(“Shareholders”) have approved the previously announced plan of arrangement (the
“Arrangement”) under which the Company will spin -out its gold and silver properties located in
Sierra County, New Mexico, United States (collectively, the “Winston Property”) to Shareholders
through Rio Grande Resources Ltd. (“Rio Grande”), a wholly-owned subsidiary of the Company.
At the annual general and special meeting (the “Meeting”) held on December 20, 2024, the special
resolution of the Arrangement was approved by 99.86% of the votes cast by Shareholders either in
person or by proxy. All other matters considered at the M eeting were also approved in accordance
with management’s recommendations, which include:
(a) setting the size of the Company’s board of directors (the “Board”) at six (6), and electing the
following individuals as directors for the ensuing year: Jason Barnard, David Cates, Johnathan
More, Andrew Lyons, Douglas L. Mason, and Amanda Willett;
(b) appointing MNP LLP , Chartered Professional Accountants, as auditors of the Company for
the ensuing year and authorizing the Board to fix the remuneration to be paid to the auditor;
(c) approving the Company’s amended stock incentive plan; and
(d) approving a stock incentive plan of Rio Grande, effective as of the Effective Date of the
Arrangement.
Jason Barnard, President and CEO, states: "Today marks a significant milestone for our company as
the plan of arrangement to spin out the Winston Gold Silver Property has been overwhelmingly
approved by our shareholders. I want to extend my heartfelt gratitude to all our investors for their trust
and support in this vision. I would also like to take a moment to thank Mike McLeod, our outgoing
board member, for his year s of dedicated service and invaluable contributions to our organization.
Mike's commitment to excellence has been instrumental in sh aping our journey, and we wish him
well in his retirement.”
Pursuant to the terms and conditions of the Arrangement, each Shareholder as of the closing date of
the Arrangement (the " Effective Date"), will receive two common shares of Rio Grande (the “Rio
Shares") for each common share of Foremost (a "Foremost Share"). Completion of the Arrangement
remains subject to approval s and customary closing conditions , including the Supreme Court of
British Columbia (the “Court”), anticipated on or around January 10, 2025, and from the Canadian
Securities Exchange (the “CSE”) for the listing of the Rio Grande Shares.
Upon the completion of the Arrangement, Shareholders will hold shares in two public companies :
Foremost Clean Energy, an emerging North American uranium and lithium exploration company with
assets in Saskatchewan, Manitoba and Quebec and Rio Grand Resources, a company focused on
revitalizing its gold and silver portfolio in the Chloride District of New Mexico. The Foremost Shares
will continue trading on the CSE under the symbol FAT and on the NASDAQ Capital Market
(“NASDAQ”) under the symbol FMST. The Rio Shares will commence trading on the CSE , with R io
Grande becoming a reporting issuer in the provinces of British Columbia, Alberta and Ontario with
its principal regulator being the British Columbia Securities Commission.
The confirmed Effective Date of the Arrangement expected to occur on or about January 14, 2025 .
Further details and will be announced in a separate news release upon closing.
New Director Appointment – Amanda Willett
Amanda Willett was elected to the Board at the Meeting, as the Company’s newest independent
director. Ms. Willett is the Vice President Legal and Corporate Secretary at Denison Mines Corp. Prior
to joining Denison in 2016, h er career began at prestigious Canadian business law firms, Stikeman
Elliott LLP in Toronto and Blake, Cassels & Graydon LLP in Vancouver, primarily in the field s of
mergers and acquisitions, joint ventures, securities offerings , and corporate governance , with a
particular focus on the dynamic mining sector. She holds an LL.B. from Osgoode Hall Law School
and an MBA from the Schulich School of Business and is a member of both the Ontario and British
Columbia Bars.
Management believes that Ms. Willett’s integrity and depth of experience in corporate and securities
law and corporate governance makes her an invaluable asset to the Board of Foremost.
Confirmation of Executive Officers
Following the Meeting, the Board met (the “Board Meeting”) and confirmed the appointment of the
following executive officers of the Company:
Jason Barnard President and Chief Executive Officer
Douglas L. Mason Chairman (non-executive)
Dong Shim Chief Financial Officer
Christina Barnard Chief Operating Officer
Kelly Pladson Corporate Secretary
Additional information regarding each of the items approved at the Meeting, including a summary of
the terms and conditions of the Arrangement is set out in the Company ’s management information
circular (the “Materials”) A report of voting results along with the Materials can be found filed on the
Company’s SEDAR+ profile at www.sedarplus.ca, Edgar profile at www.SEC.com and website at
https://foremostcleanenergy.com/investors/shareholder-meeting.html.
About Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North
American uranium and lithium exploration company. The Company holds an option to earn up to a
70% interest in 10 prospective uranium properties (with the exception of the Hatchet Lake, where
Foremost is able to earn up to 51%) , spanning over 330,000 acres in the prolific, uranium -rich
Athabasca Basin region of northern Saskatchewan. As the demand for carbon-free energy continues
to accelerate, domestically mined uranium and lithium are poised for dynamic growth , playing an
important role in the future of clean energy. Foremost ’s uranium projects are at different stages of
exploration, from grassroots to those with significant historical exploration and drill -ready targets.
The Company ’s mission is to make significant discoveries alongside and in collaboration with
Denison (TSX: DML, NYSE American: DNN) , through systematic and disciplined exploration
programs.
Foremost also has a portfolio of lithium projects at varying stages of development, which are located
across 55,000+ acres in Manitoba and Quebec. For further information, please visit the Company’s
website at www.foremostcleanenergy.com.
Contact and Information
Company
Jason Barnard, President and CEO
+1 (604) 330-8067
Investor Relations
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
www.mzgroup.us
Follow us or contact us on social media:
X: @fmstcleanenergy
LinkedIn: https://www.linkedin.com/company/foremostcleanenergy
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Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented in this news
release and oral statements made from time to time by representatives of the Company are or may
constitute “forward -looking statements” as such term is us ed in applicable United States and
Canadian laws and including, without limitation, within the meaning of the Private Securities
Litiga tio n R ef or m A c t o f 1 995, f or w hich th e Co mp an y c l aims t he pr ot ec tion of th e s af e ha r bor f or
forward looking statements. Such forward -looking statements and forward -looking information
include, but are not limited to, statements concerning the consummation and timing of the
Arrangement, the satisfaction or waiver of the conditions to closing, including obtaining conditional
approval of the Arrangement from the CSE and NASDAQ, as required, the listing of the Spinco Shares
on the CSE, Court approval of the Arrangement and the proposed benefits of the proposed
Arrangement. These statements relate to analyses and other information that are based on forecasts
of future results, estimates of amounts not yet determinable and assumptions of management. Any
other statements that express or involve discussions with respect to predi ctions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not
always, using words or phrases such as “expects” or “does not expect, ” “is expected, ” “anticipates”
or “does not anticipate, ” “plans, ” “estimates” or “intends, ” or stating that certain actions, events or
results “may, ” “could, ” “would, ” “might” or “will” be taken, occur or be achieved) are not statements
of historical fact and should be viewed as forward -looking statements. Such forward -looking
statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such forward- looking
statements. Such risks and other factors include, among others, the availability of capital to fund
programs and the resulting dilution caus ed by the raising of capital through the sale of shares,
continuity of agreements with third parties, the satisfaction of the conditions to the Arrangement,
risks and uncertainties associated with the environment and delays in obtaining governmental
approvals, permits or financing. Although the Company has attempted to identify important factors
that could cause actual actions, events or results to differ materially from those described in forward-
looking statements, there may be other factors that cause ac tions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that such statements will prove to be
accurate as actual results and future events could differ materially from those anticipated in such
statements. Although the Company believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, it can give no assurance that its expectations
will be achieved. Forward -looking information is subject to certain risks, tren ds and uncertainties
that could cause actual results to differ materially from those projected. Many of these factors are
beyond the Company’s ability to control or predict. Important factors that may cause actual results
to differ materially and that coul d impact the Company and the statements contained in this news
release can be found in the Company’s filings on SEDAR+ and Edgar. The Company assumes no
obligation to update or supplement any forward -looking statements whether as a result of new
information, future events or otherwise. Accordingly, readers should not place undue reliance on
forward-looking statements contained in this news release and in any document referred to in this
news release. This news release shall not constitute an offer to sell or the solicitation of an offer to
buy securities. Please refer to the Company’s most recent filings under its profile at on SEDAR+ at
www.sedarplus.ca and on Edgar at www.sec.gov for further information respecting the risks affecting
the Company and its business.
The CSE has neither approved nor disapproved the contents of this news release and accepts no
responsibility for the adequacy or accuracy hereof.