Foremost Clean Energy Announces Court Approval of Spin-Out of Rio Grande Resources
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Foremost Clean Energy Announces Court Approval of Spin-Out
of Rio Grande Resources
VANCOUVER, British Columbia, January 13, 202 5 -- 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 the Company has obtained a final order
from the Supreme Court of British Columbia approving the proposed 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 s hareholders
through Rio Grande Resources Ltd. (“Rio Grande”), a wholly-owned subsidiary of the Company.
The Arrangement was previously approved by 99.86% of votes cast by Foremost shareholders (the
“Shareholders”) at the annual general and special meeting of Shareholders held on December 20,
2024. Subject to the satisfaction or waiver of the remaining closing conditions set forth in the
arrangement agreement, including final approval of the Canadian Securities Exchange (the “CSE”),
Foremost expects that the Arrangement will become effective in January, 2025.
Upon completion of the Arrangement, each Shareholder as of immediately prior to the closing date
of the Arrangement (the "Effective Date"), will receive one (1) new common share of Foremost and
two (2) common shares of Rio Grande (the “Rio Shares") for each common share of Foremost held
immediately prior to the Effective Date.
Additional information regarding the terms of the Arrangement, including a summary of the terms
and conditions of the arrangement agreement, is set out in the Company’s information circular dated
November 12, 2024, which is filed under Foremost’s profile on SEDAR+ profile at www.sedarplus.ca.
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 Mines Corp. (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
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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. Such forward -looking statements and forward -looking information
include, but are not limited to, the satisfaction or waiver of the conditions to the Arrangement, the
proposed benefits of the Arrangement, and the business objectives of Foremost. 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
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 reflected in such forward -looking statements are based upon
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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
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 could impact the Company and the statements contained in this news release can be found in
the Company’s filin gs 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 sta tements
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 i t s p r o fi l e a t o n S E D A R + a t 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.