Foremost Clean Energy and Rio Grande Resources Announce Completion of Spin-Out Transaction
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Foremost Clean Energy and Rio Grande Resources Announce
Completion of Spin-Out Transaction
VANCOUVER, British Columbia, January 31, 202 5 -- Foremost Clean Energy Ltd. (NASDAQ:
FMST) ( CSE: FAT ) ( “Foremost” or the “Company”), an emerging North American uranium and
lithium exploration company, and Rio Grande Resources Ltd. (“Rio Grande”), a new stand -alone
exploration company expected to list on the Canadian Securities Exchange (the “CSE”), are pleased
to announce that Foremost and Rio Grande have completed their previously announced spin out (the
“Spin-Out”) of Foremost’s Winston gold and silver properties (collectively, the “Winston Property”)
to Rio Grande. The Spin-Out was completed this morning (the “Effective Date”) by way of statutory
plan of arrangement (the “ Arrangement”) pursuant to the Business Corporations Act (British
Columbia).
Foremost’s President and CEO, Jason Barnard comments , “I am proud that today Foremost has
finalized this important milestone of the spin-out of the Winston Property. This will allow the team at
Rio Grande to dedicate their time, energy, and capital to assets that I believe hold great promise,
which is a significant benefit to the shareholders of both companies. The Winston Property's past-
producing gold and silver mines are situated within a promising geological environment at a time
when gold prices have recently near ed US$2,800 an ounce . This provides Rio Grande with a
tremendous opportunity to unlock value that has, frankly, been too long overlooked and presents an
exciting upside potential for our shareholders who retain a stake in the various projects held by
Foremost as well as Rio Grande. I am excited to direct our full attention to our upcoming uranium
exploration program in the Athabasca Basin, which we believe will play a pivotal role in driving a
cleaner energy future”.
Pursuant to the Arrangement, holders of common shares of Foremost (the “ Shareholders”)
immediately prior to the Effective Date received in exchange, one (1) new common share of Foremost
(each, a “New Foremost Share”) and two (2) common shares of Rio Grande ( each, a “Rio Grande
Share”). Registered shareholders should refer to Foremost’s news release dated January 28, 2025,
for further details on how to receive their New Foremost Shares and Rio Grande Shares. Additional
information, including a summary of the Arrangement, is set out in Rio Grande’s listing statement
dated as of the date hereof, which can be found on Rio Grande’s website at riogranderesources.ca
and on Rio Grande’s SEDAR+ profile at www.sedarplus.ca.
Listing of Rio Grande
Subject to Rio Grande satisfying all of the conditions of the CSE, listing of the Rio Grande Shares on
the CSE under the symbol ‘RGR’ is expected to commence at market open on or around February 4,
2025.
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Early Warning
Pursuant to the Arrangement, on the Effective Date, Foremost (i) transferred to Rio Grande the right
to collect receivables in respect of all amounts outstanding and owing from Sierra Gold & Silver Ltd.
(“Sierra”) to Foremost as at January 3 1, 2025; and (ii) assigned and transferred to Rio Grande all of
the issued and outstanding common shares of Sierra, in consideration for Rio Grande issuing to
Foremost such Rio Grande Shares as was equal to the quotient obtained by dividing by 0.8005 the
product obtained by multiplying the number of common shares of Foremost issued and outstanding
immediately prior to the Effective Date by two (2), being 5,152,557 Rio Grande Shares, resulting in
Foremost’s security holding percentage equalling 19.95% of Rio Grande’s issued and outstanding
shares. Foremost acquired the Rio Grande Shares pursuant to the Arrangement for no additional
consideration. The Rio Grande Shares will be held by Foremost for investment purposes. Foremost
intends to review, on a continuous basis, various factors related to its investment in Rio Grande and
may decide to acquire or dispose of additional securities of Rio Grande as future circumstances may
dictate.
A shareholder of Foremost, Denison Mines Corp. (TSX: DML) (NYSE American: DNN) (“Denison”),
acquired 3,954,820 Rio Grande Shares on the Effective Date pursuant to the Arrangement. Prior to
the Arrangement, Denison did not hold any Rio Grande Shares. In connection with the Arrangement
Denison’s security holding percentage increased from 0.0% to 15.31% of Rio Grande’s issued and
outstanding shares. The Rio Grande Shares will be held by Denison for investment purposes. Denison
intends to review, on a continuous basis, various factors related to its investment in Rio Grande and
may decide to acquire or dispose of additional securities of Rio Grande as future circumstances may
dictate.
For further information and to obtain copies of the early warning reports of Foremost and Denison
filed under applicable Canadian Securities laws, please see Rio Grande’s SEDAR+ profile. Foremost
may be contacted further at 750 West Pender Street, Suite 250, Vancouver, BC V6C 2T7. Denison can
also be contacted at 1100 – 40 University Avenue, Toronto, ON M5J 1T1.
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 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
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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
Facebook: https://www.facebook.com/ForemostCleanEnergy
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
Litigation Reform Act of 1995, for which the Company claims the protection of the safe harbor for
forward looking statements. S uch forward -looking statements and forward -looking information
include, but are not limited to, the listing of the Rio Grande Shares on the CSE, the proposed benefits
of the Spin-Out, and the stated intentions for and objectives of Foremost and Denison’s investments
in Rio Grande Shares or other equities . 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 predictions, 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 caused 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 actions, 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
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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, trends and uncertainties that could cause actual r esults 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 could 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 will 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.