Foremost Clean Energy Provides Update of its Anticipated Closing Date of its Spin-Out from January 30 to January 31, 2025
Foremost Clean Energy Provides Update of its Anticipated Closing Date of its
Spin-Out from January 30 to January 31, 2025
VANCOUVER, British Columbia, Jan. 29, 2025 -- Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) ("Foremost"
or the "Company"), an emerging North American uranium and lithium exploration company, announces the effective date of
the previously announced spin out (the "Spin-Out") of its gold and silver properties into a new stand-alone public company
named Rio Grande Resources Ltd. ( "Rio Grande"), pursuant to a plan of arrangement (the " Arrangement") is now anticipated to
occur 1 day later at 12:01a.m. (Vancouver time) on January 31 , 2025 (the "Surrender Date"). Foremost had previously announced
by news release dated January 28, 2025 (the "January 28 Release") that the effective date of the Spin-Out was anticipated to occur
at 12:01 a.m. (Vancouver time) on January 30, 2025. Pursuant to the Arrangement, shareholders of Foremost as of January 30, 2025
will receive one (1) new common share of Foremost (each a "New Foremost Share") and two (2) common shares of Rio
Grande (the "Rio Grande Shares" and, together with the New Foremost Shares , the "Consideration Shares") for each common
share of Foremost ("Foremost Share") held as of the Surrender Date.
In addition, r egarding the New Foremost Shares and the Rio Grande Shares (collectively, the “Consideration Shares ”),
shareholders are not required to take any further action. However, registered Foremost shareholders who hold physical share
certificates and/or DRS statements, rather than shares in a brokerage or trading account, should make note of the news release
dated January 28, 2025, for specific instructions on how to receive the Consideration Shares. For additional information on the
Arrangement, please also refer to the Company's management information circular dated November 12, 2024 (the " Circular"),
which is available on the Company 's website at https://foremostcleanenergy.com/investors/shareholder -meeting.html, and on
the Company 's SEDAR+ profile at www.sedarplus.ca. Shareholders are encouraged to refer to the Circular for additional
information with respect to the Spin-Out.
About Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A40NYU) 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 prolif ic,
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
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 statem ents
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 lo oking
statements. Such forward-looking statements and forward -looking information include, but are not limited to, completion of the
Spin-Out, the Surrender Date and the effective date of the Arrangement, approval of the reclassification of the Foremost Shares
to New Foremost Shares, the listing of the Rio Grande Shares on the CSE and the proposed benefits of the Spin-Out. 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 result s
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 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 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 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.