Foremost Clean Energy Announces Bought Deal Private Placement of $5.5 Million
150780277 v4
Foremost Clean Energy Announces Bought Deal Private
Placement of $5.5 Million
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
VANCOUVER, British Columbia, March 17, 2026 – Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE:
FAT) ("Foremost" or the "Company"), is pleased to announce that it has entered into an agreement with
Canaccord Genuity Corp., as lead underwriter and sole bookrunner (the “Underwriter”), in connection with
a “bought deal” private placement of 1,618,000 units of the Company (the “Units”) at a price of C$3.40 per
Unit (the “Issue Price”) for aggregate gross proceeds of $5.5 million (the “Offering”).
Each Unit shall consist of one common share of the Company and one half of one common share purchase
warrant of the Company (each whole warrant, a “ Warrant”), each of which will qualify as a “flow through
share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “ Tax Act”). Each
Warrant shall be exercisable to acquire one common share of the Company (a “ Warrant Share”) for a
period of 24 months from the Closing Date (as defined herein) at an exercise price of C$4.40 per Warrant
Share.
Foremost’s largest shareholder, Denison Mines Corp. (“Denison”), has the right to participate in the Offering
pursuant to an investor rights agreement. Accordingly, the Offering may result in Denison acquiring up to
such number of additional common shares as it would to bring its ownership to approximately 19.95% o f
the issued and outstanding common shares of the Company on a post-closing basis.
The Company has granted the Underwriter an option exercisable at any time up to 48 hours prior to the
Closing Date, to purchase up to an additional 242,700 Units at the Issue Price per Unit, which, if exercised
in full, would result in additional gross proceeds of $825,180, which amount, if any, will constitute an
additional part of the Offering.
The Company will use an amount equal to the gross proceeds of the Offering to incur "Canadian exploration
expenses" that qualify as "flow-through critical mineral mining expenditures" (as such terms are defined in
the Tax Act) (the "Qualifying Expenditures") on the Company’s mineral projects in Canada on or before
December 31, 2027, and will renounce all the Qualifying Expenditures in favour of the purchasers or
substituted purchasers of the Units effective December 31, 2026. In the event that the Company is unable
to renounce Qualifying Expenditures as described above, and/or the Qualifying Expenditures are otherwise
reduced by the Canada Revenue Agency, the Company will indemnify each affected purchaser or
substituted purchas er for additional Canadian income taxes payable by such purchaser or substituted
purchaser as a result of the Company’s failure to incur and renounce the Qualifying Expenditures or as a
result of the reduction as agreed.
The Offering is expected to close on or about April 7, 2026 (the “Closing Date”), or such other date as the
Company and the Underwriter may agree, and is subject to certain conditions , including compliance wit h
the requirements of the Canadian Securities Exchange and receipt of all necessary approvals of the
NASDAQ Stock Market, as applicable.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful,
including any of the securities in the United States. The securities described herein have not been, and will
not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state
securities laws and may not be offered or sold within the United States or to, or for account or benefit of,
150780277 v4
U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such registration requirements is available.
About Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is a North American uranium
and lithium exploration company strategically positioned to support the accelerating demand for reliable,
carbon-free energy. As artificial intelligence, data centers, and electrification drive unprecedented growth in
global power consumption, the expanding need for reliable nuclear baseload power creates a direct and
critical imperative for the sustained exploration required to secure its uranium feedstock.
The Company holds an option from Denison to earn up to 70% interest in 10 prospective uranium properties
(except for the Hatchet Lake, where Foremost can earn up to 51%), spanning over 330,000 acres in the
prolific, uranium-rich Athabasca Basin region of northern Saskatchewan. The Company employs a data -
driven exploration strategy supported by extensive historic drilling and geophysical data across its portfolio,
including programs completed by Denison providing a validated roadmap and competitive advantage for
targeting high-potential, mineralized trends. To date, Foremost has completed geophysical surveys and
multiple drill campaigns that have generated encouraging results and defined high-priority, discovery ready
targets for follow-up drilling.
Foremost also has a portfolio of lithium projects at varying stages of development, which are located across
55,000+ acres in Manitoba and Quebec providing exposure to other critical materials underpinning
electrification and energy storage. 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
Dave Gentry
RedChip Companies, Inc.
1-407-644-4256
1-800-REDCHIP (733-2447)
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 used 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. T hese
statements relate to closing of the Offering, including any anticipated participation by Denison and the size
150780277 v4
of that participation , receipt of regulatory approvals, use of proceeds of the Offering, the tax treatment of
the Units as well as other matters. 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 s tating 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, changes in tax laws, 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 and satisfaction of the conditions to the option agreement with Denison, risks and
uncertainties associated with the environment, delays in obtaining governmental approvals, permits or
financing, that the Offering may not be completed on the terms described herein , risks relating to the
satisfaction by the Company of closing conditions including Exchange requirements, that Denison may not
participate in the Offering or may participate on different terms than anticipated , that the Underwriter may
not exercise the Underwriter’s Option in whole or in part , and the risk that the actual use of proceeds may
differ from the intended use disclosed herein . 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
reasonable assumptions, it can give no assu rance 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 filings with the
Securities and Exchange Commission. 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. and
information. 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.