Foremost Lithium Announces Closing of the First Tranche of its Flow-Through and Non-Flow-Through Private Placements for Gross Proceeds of $1.629M
LEGAL_43418375.3
Foremost Lithium Announces Closing of the First Tranche of its Flow-
Through and Non-Flow-Through Private Placements for Gross
Proceeds of $1.629M
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Vancouver, British Columbia – March 13, 2024 - Foremost Lithium Resource & Technology
Ltd. (NASDAQ: FMST) (CSE: FAT) (“Foremost Lithium”, “Foremost” or the “ Company”), a
North American hard-rock lithium exploration company, announces that further to its press
release dated February 13, 2024, on March 13, 2024, it closed the first tranche of its non-
brokered private placement (the "Offering") for aggregate gross proceeds of $1,629,267.
Foremost issued 188,651 flow-through units (each, a “FT Unit”) at a subscription price of
$5.88 per FT Unit, comprised of one flow -through common share in the capital of the
Company (each, a “FT Share”) and one non-flow-through common share purchase warrant
(each, a “Warrant”), entitling the holder thereof to purchase an additional non-flow-through
common share in the capital of the Company (each, a “Warrant Share”), at an exercise price
of $4.00 per Warrant Share, until March 13, 2026.
The Company also issued 152,941 non-flow-through units (each, a “ NFT Unit”) at a
subscription price of $3.40 per NFT Unit. Each NFT Unit was comprised of one common
share in the capital of the Company (each, a “Share”) and one Share purchase warrant
(each, a “ NFT Warrant”), entitling the holder thereof to purchase an additional Warrant
Share of the Company at an exercise price of $4.00 per Warrant Share until March 13, 2026.
Certain insiders of the Company participated in the NFT portion of the Offering, as further
described below.
The Warrants and NFT Warrants will be subject to an accelerated expiry, if, at any time
following the date of issuance, the volume weighted average trading price of the Shares on
the Canadian Securities Exchange is or exceeds $6.00 for any 14 consecutive t rading days,
the Company may elect to accelerate the expiry date of the Warrants and NFT Warrants by
giving notice to the holders, by way of a news release, that the Warrants and NFT Warrants
will expire 30 calendar days following the date of such notice.
The gross proceeds from the issuance of the FT Units will be used to incur Canadian
exploration expenses that will qualify, once renounced as “flow -through critical mineral
mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada), and
as “flow-through mining expenditures” as defined in section 11.7(1) of the Income Taxation
Act (Manitob a). (collectively, the “Qualifying Expenditures”). In addition, the Qualifying
Expenditures renounced to a subscriber that is an individual (other than a trust) will qualify
for the Manitoba mineral exploration tax credit described in s. 11.7(2) of the Income Tax Act
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(Manitoba), a non -refundable investment tax credit deductible against provincial income
taxes payable by such subscriber under the Income Tax Act (Manitoba). The proceeds from
the issuance of the NFT Units will be used for working capital and general corporate
purposes.
In connection with the closing of the first tranche of the Offering, finders’ fees comprised of
$11,134 in cash consideration and an aggregate of 3,274 finder's warrants ("Finder's
Warrants") was paid and issued to eligible arm’s length finders . Each Finder's Warrant is
exercisable to acquire a Share at a price of $ 3.40 per Share for a period of 24 months from
the date of issue. All of the securities issued under the first tranche of the Offering will be
subject to a hold period of four months and one day from the date of issuance expiring on
July 14, 2024.
In connection with the first tranche closing, insiders of the Company subscribed for a total
of 150,000 NFT Units, for a n aggregate subscription price of $ 510,000, under the Offering
(the “Insider Subscription”). The Insider Subscription constitutes a "related party
transaction" within the meaning of Multilateral Instrument 61 -101 - Protection of Minority
Securityholders in Special Transactions ("MI 61 -101"). The Company has relied on the
exemptions from the formal valuation and minority shareholder approva l requirements of
MI 61-101 contained in Sections 5.5( a) and 5.7(1)(a), respectively, in respect of the Insider
Subscription as the fair market value of the NFT Units issued to insiders in connection with
the Offering does not exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61 -101. The Company did not file a material change
report in respect of the related party transaction at least 21 days before the closing of the
first tranche of the Offering, which the Company deems reasonable in the circumstances in
order to complete the Offering in an expeditious manner.
Early Warning Disclosure
Foremost Lithium wishes to announce that that the Company’s Chief Operating Officer,
Christina Barnard, has acquired 150,000 NFT Units of the Company pursuant to the Offering
at an aggregate` subscription price of $510,000. As a result of the acquisition of securities
described above, Christina Barnard and Jason Barnard, the Company’s President and CEO
and an associate of Christina Barnard, now own and/or control directly and indirectly
551,084 Shares, 150,000 Warrants, and 60,000 stock options, representing 10.6% of the
issued and outstanding Shares of the Company and 14.0% on a partially diluted basis.
The Barnards acquired these securities for investment purposes and as will be disclosed in
the early warning report to be filed within two (2) business days of closing of the first tranche
of the Offering, may in the future acquire or dispose of securities of the Company, through
the market, privately or otherwise, as circumstances or market conditions warrant.
This news release is being issued under the early warning provisions of Canadian securities
legislation. A copy of the early warning report will be filed by Ms. Barnard in connection with
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the transaction described above will be available under the Company's profile on SEDAR+
at (www.sedarplus.ca).
About Foremost Lithium
Foremost Lithium (NASDAQ: FMST) (CSE: FAT) (FSE: F0R0) (WKN: A3DCC8) is a hard -rock
lithium exploration company focused on empowering the North American clean energy
economy. Foremost’s strategically located lithium properties extend over 43,000 acres in
Snow Lake, Manitoba, and hosts a property in a known active lithium camp situated on over
11,400 acres in Quebec called Lac Simard South.
Foremost’s four flagship Lithium Lane Projects as well as its Lac Simard South project are
located at the tip of the NAFTA superhighway to capitalize on the world's growing EV
appetite, strongly positioning the Company to become a premier supplier of North America's
lithium feedstock. As the world transitions towards decarbonization, the Company's
objective is the extraction of lithium oxide (Li₂O), and to subsequently play a role in the
production of high-quality lithium hydroxide (LiOH), to help power lit hium-based batteries,
critical in developing a clean -energy economy. Foremost Lithium also has the Winston
Gold/Silver Property in New Mexico USA. Learn More at www.foremostlithium.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: @foremostlithium
Linkedin: https://www.linkedin.com/company/foremost-lithium-resource-technology/
Facebook: https://www.facebook.com/ForemostLithium
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.
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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 us ed 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 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, accidents, labor disputes a nd other risks of the automotive industry including, without
limitation, those associated with the environment, delays in obtaining governmental approvals,
permits or financing or in the completion of development or construction activities or claims
limitations on insurance coverage. 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, tr ends 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 con stitute an offer to
sell or the solicitation of an offer to buy securities.