Foremost Clean Energy Sends Management Information Circular for Annual General and Special Meeting of Shareholders and Strongly Encourages Online Voting Given Postal Service Disruption
120535390v1
Foremost Clean Energy Sends Management Information Circular
for Annual General and Special Meeting of Shareholders and
Strongly Encourages Online Voting Given Postal Service
Disruption
VANCOUVER, British Columbia, December 02 , 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, further to its news release dated November 15,
2024, it has sent via courier to all registered Foremost shareholders (the “Company Shareholders ”)
a notice -and-access notification with respect to the management information circular (the
“Circular ”) and form of proxy for the annual general and special meeting (the “ Meeting ”) of the
Company shareholders to be held at 10:00 a.m. ( Vancouver time) on December 20, 2024 at the
offices of Stikeman Elliott LLP , Suite 1700, 666 Burrard Street, Vancouver, BC, to consider amongst
other things and, if deemed advisable, to pass, with or without variation, a special resolution (the
“Arrangement Resolution ”), appro ving a statutory plan of arrangement under the Business.
Corporations.Act (British Columbia) (the “Arrangement ”) to facilitate 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”), all as
more particularly described in the Circular (the “Transaction ”).
In addition, Broadridge Financial Solutions, Inc. (“Broadridge ”), on behalf of the Company, has sent
via courier the notice-and-access notification with respect to the Circular and a voting instruction
form to non-registered Company Shareholders. The Company arranged for courier delivery of all
meeting materials in light of the national strike commenced by the Canadian Union of Postal Workers
on November 15, 2024 (the “Strike ”) which resulted in Canada Post’s operations being suspended.
Absent delivery by courier, Company shareholders would not have received the meeting materials
sufficiently in advance of the Meeting to consider the items of business and vote, if at all. However,
given the unprecedented demand for courier services as a result of the Strike, Broadridge indicated
that it was limited in the number of meeting materials that it could courier on any given day across
all of its clients and therefore was compelled to pro rate its distribution in respect of each such issuer.
As a result, Broadridge elected to courier meeting materials only to those non -registered
shareholders holding 10,000 or more common shares of Foremost (“Common Shares ”), with the
remaining non-registered shareholders to receive their meeting materials by mail, if and when the
Strike is resolved.
Insofar as it is unlikely that the Strike will resolve sufficiently in advance of the Meeting to allow for
that distribution, and i n order to facilitate the delivery of the Circular and related materials for the
Meeting to other Company Shareholders the Company will deliver, by email, a copy of the Circular
and related materials for the Meeting to each registered or non-registered Company Shareholder who
requests (please direct any requests for copies of the Circular and related materials for the Meeting
to: [email protected]). Non-registered Company Shareholders are also
encouraged to contact the proxy department at their broker or other intermediary (where their
Common Shares are held) who can assist them with the voting process. Non -registered
Company Shareholders must follow the voting instructions provided by their broker or other
intermediary and will need their specific control number to vote.
120535390v1
In light of the ongoing Strike and the strong potential that any votes submitted by mail will not
be received by Foremost and not voted at the Meeting, both registered and non- registered
Company Shareholders are strongly encouraged to take advantage of onl ine voting in the
manner set out in the form of proxy (in the case of registered Company Shareholders) or voting
instruction form provided by their broker or other intermediary (in the case of non- registered
Company Shareholders).
The Circular and related materials for the Meeting have also been filed on the Company’s profile on
SEDAR+ at www.sedarplus.ca and posted to the Company ’s website at
https://foremostcleanenergy.com/investors/shareholder-meeting.html.
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.
On November 12, 2024, the BC Supreme Court granted an interim order (the “ Interim Order”) providing
for the calling and holding of the Meeting and certain other matters related to the Meeting and the
Arrangement. A copy of the Interim Order is included in the Circular. The Interim Order was amended on
November 27, 2024, to also allow for the delivery of the Circular and related meeting materials to non-
registered Company Shareholders via email, upon request.
About Foremost
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
120535390v1
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 manner of delivery of the Circular and meeting materials and the number of non-
registered Company Shareholders to whom materials were couriered, the implications of the Strike
on delivery and the timing of resolution of the Strike and the re -commencement of postal service.
These statements relate to analyses and other information that are b ased 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 fa ctors 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 ma terially 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 c ontrol 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
120535390v1
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.Canadian.Securities.Exchange.has.neither.approved.nor.disapproved.the.contents.of.this.news.
release.and.accepts.no.responsibility.for.the.adequacy.or.accuracy.hereof¡