Foremost Clean Energy Announces Revised Brokered Private Placement for Gross Proceeds of up to C$9.5 Million
Foremost Clean Energy Announces Revised Brokered Private Placement for
Gross Proceeds of up to C$9.5 Million
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, British Columbia., Oct. 25, 202 4 – 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 further to its press release dated October 24, 2024 and as a result of strong investor demand, the Company
has increased the maximum gross proceeds of its previously announced best efforts private placement (the " Marketed
Offering") from C$7,000,001 to C$9,500,000. The revised Marketed Offering is comprised of the following:
• up to 1,500,000 units of the Company ( the “Units”) at a price of C$ 3.00 per Unit (the “ Unit Price”) for gross
proceeds of up to C$4,500,000 from the sale of Units; and
• gross proceeds of up to C$5,000,000 from the sale of any combination of (i) flow-through units of the Company
(the “FT Units”) at a price of C$ 3.50 per FT Unit , and (ii) FT Units to be sold to charitable purchasers (the
“Charity FT Units”, and together with the Units and FT Units, the “Offered Securities”) at a price of C$4.55 per
Charity FT Unit.
Red Cloud Securities Inc. is acting as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the
“Agents”) in connection with the Offering. The Agents will have an option, exercisable in full or in part, up to 48 hours prior
to the closing of the Offering, to sell up to an additional C$1,000,000 in any combination of Units , FT Units and Charity FT
Units at their respective offering prices (the “Agents’ Option”, and together with the Marketed Offering, the “Offering”).
As previously announced, Foremost’s largest shareholder, Denison Mines Corp. (TSX:DML, NYSE American: DNN)
(“Denison”), has indicated that it will participate in the Offering up to an amount that will maintain its holdings in Foremost
at approximately 19.95% following the completion of the Offering, pursuant to its rights under the Option Agreement with
Foremost announc ed on September 24, 2024. Denison is a leading Athabasca Basin- focused uranium mining,
development, and exploration company with a market capitalization of approximately C$2.7 billion. Denison’s current focus
is advancing the development -stage Wheeler River project, which represents the largest undeveloped uranium mining
project in the infrastructure rich eastern portion of the Athabasca Basin.
Each Unit will consist of one common share of the Company (each, a “ Unit Share”) and one common share purchase
warrant (each, a “ Warrant”). Each FT Unit and Charity FT Unit will consist of one common share of the Company to be
issued as a “flow -through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “ FT
Share”) and one Warrant. Each Warrant shall entitle the holder to purchase one common share of the Company (each, a
“Warrant Share”) at a price of C$4.00 at any time on or before that date which is 24 months after the closing date of the
Offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45- 106 –
Prospectus Exemptions (“NI 45-106”), the Units and Charity FT Units (collectively, the “LIFE Securities”) will be offered for
sale to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan (the
“Canadian Selling Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed
Issuer Financing Exemption”). The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE
Securities are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to
purchasers resident in Canada.
Any Units and Charity FT Units sold in excess of gross proceeds of C$5,000,000 as well as the FT Units (collectively, the
“Non-LIFE Securities”) will be offered by way of the “accredited investor” and “minimum amount investment” exemptions
under NI 45- 106 in the Canadian Selling Jurisdictions, or in the case of the Units, also in offshore jurisdictions and the
United States on a private placemen t basis pursuant to one or more exemptions from the registration requirements of the
U.S. Securities Act. The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the Non- LIFE
Securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of
the Offering under applicable Canadian securities laws.
The Company intends to use the net proceeds from the Offering primarily for exploration expenditures on the Company’s
uranium properties in the Athabasca Basin in Saskatchewan as well as for working capital and general corporate purposes.
The gross proceeds from the issuance of the FT Shares will be used for Canadian exploration expenses and will qualify,
once renounced to a subscriber that is an individual (other than a trust), as “flow -through critical mineral mining
expenditures”, as defined in subsectio n 127(9) of the Income Tax Act (Canada) (the “ Qualifying Expenditures”), which
will be incurred on or before December 31, 2025 and renounced to the subscribers of the FT Units and Charity FT Units
with an effective date no later than December 31, 2024 in an aggregate amount not less than the gross proceeds raised
from the issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company
will indemnify each subscriber of FT Units and Charity FT Units for any additio nal taxes payable by such subscriber as a
result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The Offering is scheduled to close on November 13, 2024, or such other date as the Company and the Agents may agree,
and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of
the Canadian Securities Exchange and no objection from the Nasdaq Capital Market.
There is an amended offering document related to the Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company’s website at www.foremostcleanenergy.com. Prospective investors should read
this amended offering document before making an investment decision.
The securities offered have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state
securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the
account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news
release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in
any state in the United States in which such offer, solicitation or sale would be unlawful.
About Foremost
Foremost Clean Energy (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North American uranium and
lithium exploration company with 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 pois ed for dynamic growth, playing an important role in the clean
energy mix of the future. 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:
Twitter: @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. S uch forward-looking statements and forward- looking information include, but are not limited
to, statements concerning the Company's expectations with respect to the Offering, including the proposed participation by
Denison and the size of that participatio n; the use of proceeds of the Offering; completion of the Offering and the date of
such completion. 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 result ing 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 Transaction, risks and uncertainties associated with the environment, delays in obtaining govern mental 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 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 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 Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts
no responsibility for the adequacy or accuracy hereof.