Foremost Clean Energy Provides Update for Rescheduled December AGSM
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Foremost Clean Energy Provides Update for Rescheduled
December AGSM
Shareholders.are.Encouraged.to.Vote.in.Favour.of.the.Arrangement.Resolution.to.Spin‗Out.
the.Winston.Group.of.Gold.™.Silver.Properties.at.the.Shareholder.Meeting.to.be.now.held.on.
December.86? .8680
VANCOUVER, British Columbia, November 15, 2024 -- Foremost Clean Energy Ltd. (NASDAQ:
FMST) ( CSE: FAT ) (“ Foremost ” or the “ Company ”), an emerging North American uranium and
lithium exploration company, today announces that it has filed its notice of meeting of shareholders,
management information circular dated November 12, 2024 (the “Circular ”) and related documents
(the “ Meeting Materials ”) with the applicable Canadian securities regulatory authorities in
connection with its rescheduled 2024 Annual General and Special Meeting of Shareholders (the
“Meeting ”). The Meeting will now take place at 10:00 a.m. (Vancouver time) on Friday, December 20,
2024, at the offices of Stikeman Elliott LLP , Suite 1700, 666 Burrard Street, Vancouver, BC.
Shareholders of record on October 24, 2024, will be asked to consider amongst other things and, if
deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement
Resolution” ), approving a statutory plan of arrangement under the Business. Corporations. Act
(British Columbia) (the “Arrangement ”) to facilitate the Spin -Out (as defined below). The
Arrangement Resolution requires approval of at least 66 2/3% of the votes cast by shareholders at
the Meeting. At the Meeting, shareholders will also be asked to consider ordinary resolutions relating
to the number of directors, the election of directors and appointment of auditors of the Company for
the ensuing year, as well as certain amendments to the Company’s current stock incentive plan.
Rio Grande Resources Ltd.
Foremost’s board of directors (the “Board”) has unanimously approved the strategic spin-out of the
Winston Group of Gold and Silver Properties (the “Properties ”) to Rio Grande Resources Ltd. (“Rio
Grande ”), a recently incorporated wholly-owned subsidiary of Foremost (the “Spin -Out”). Pursuant
to the Arrangement, among other things, the Properties will be transferred to Rio Grande, and
Foremost Shareholders will exchange each outstanding common share of Foremost (each a
“Foremost Shares ”) for one (1) new common share of Foremost and two (2) common shares of Rio
Grande (the “Rio Grande Shares”). Foremost is expected to initially retain an approximate 19.95%
interest in Rio Grande. Completion of the Arrangement is conditional upon, among other things, the
listing of the Rio Grande Shares on the Canadian Securities Exchange (the “CSE”) or other stock
exchange.
The Properties
The Properties span over 3,000 -acres, with drill-ready targets, northwest of the town of Truth or
Consequences covering the Chloride Mining District in Sierra County, New Mexico, United States.
The Properties consist of 147 unpatented lode mining claims, including four (4) Little Granite claims
and two (2) patented mining claims in both Ivanhoe and Emporia, for a total aggregate of 149 total
mining claims. The Ivanhoe, Emporia and Little Granite mines, each pr oduced high-grade gold and
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silver during their full-time operations over a century ago, with Little Granite producing high value ore
from some of its underground shoots.
Rio Grande - Board Appointments
The Board also unanimously approved the proposed directors of Rio Grande, consisting of:
Jason Barnard – Chief Executive Officer & Director
Mr. Barnard has been the CEO, President, and Director of Foremost since 2022. He holds a Bachelor
of Arts in Economics from Carleton University and completed the Canadian Securities Course in
1990. Mr. Barnard began his career as a stockbroker at McDermid St. Laurence Securiti es in 1991,
focusing on mining and exploration companies. He later worked at Canaccord Genuity from 1997 to
2004. Transitioning to venture capital, he has raised nearly $500 million in equity for mining and
exploration companies.
Raymond Strafehl – President & Director
Mr. Strafehl is the current President of Redline Minerals Inc. He has over two decades of experience
in the finance and resource sectors, backed by a solid academic foundation in business, accounting,
and economics. He has been a Director of Tearlach Resources Limited since 2019, serving as
President and CEO until 2022 as well as a director of various TSX Venture Exchange companies. M r.
Strafehl served as Director and adviser to the $300 million merger of Valley High Ventures Ltd. and
Levon Resources Ltd. in 2011., and was stock exchange trader, investment advisor, and registered
commodity trading advisor for 22 years.
Richard Silas – Independent Director
Mr. Silas pulls on an extensive background with Canadian public companies, currently serving as
Director and VP of Corporate Development at Guanajuato Silver Company Ltd., as well as Director
and CFO of Northern Lion Gold Corp. Previously, he served as President and Director at Gold
Standard Ventures Corp., Barksdale Resources Corp. and Lithoquest Diamonds Inc. (formerly
Consolidated Westview Corp).
Voting Procedures
The Company encourages shareholders to vote in advance of the Meeting using either the form of
proxy or the voting instruction form mailed to them or by accessing the Meeting M aterials online at
www.foremostcleanenergy.com/investors/shareholder-meeting.com or under the Company’s
profile on SEDAR+ ( www.sedarplus.ca). Registered shareholders unable to attend the Meeting in
person, and who wish to ensure that their Foremost Shares will be voted at the Meeting , are
requested to complete, date and sign a form of proxy and deliver it in accordance with the
instructions set out in the form of proxy and in the Circular no later than December 18, 2024 at 10:00
a.m. The Meeting Materials have also been mailed and are being made available to shareholders in
accordance with notice -and-access procedures and the interim order of the Supreme Court of
British Columbia obtained by the Company on November 12, 2024 (the “Interim Order”). Copies of
the Arrangement Resolution, the text of the p lan of arrangement in respect of the Arrangement, the
Interim Order and notice of hearing for the final order are attached to the Circular as schedules “B”,
“F”, “G” and “H”, respectively’ . Shareholders are encouraged to review the Circular before voting.
About Foremost
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Foremost Clean Energy Ltd. (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 poised 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 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
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 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 consummation and timing of the
Arrangement, the receipt and timing of shareholder approval of the Arrangement, the anticipated
benefits of the Arrangement, the receipt of Court, CSE or other consents and approvals relating to
the Arrangement and the value of the Properties . 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
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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 and satisfaction of the
conditions to the Transaction, risks and uncertainties associated with the environment, 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 reasonable a ssumptions, 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¡