Foremost Lithium Sets Date for Special Meeting of its Plan of Arrangement to Spin-Out the Winston Group of Gold/Silver Properties
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Foremost Lithium Sets Date for Special Meeting of its Plan of
Arrangement to Spin-Out the Winston Group of Gold/Silver
Properties
Foremost Shareholders will receive two (2) Rio Grande Resources Shares for each
Foremost Share
Vancouver, British Columbia – July 30, 2024 - Foremost Lithium Resource & Technology
Ltd. (NASDAQ: FMST) (CSE: FAT) (“Foremost Lithium”, “Foremost” or the “Company”), a
North American hard-rock lithium exploration company , today announces that its Board of
Directors has unanimously approved the strategic spin-out of its Winston Group of Gold and
Silver Properties (the “ Properties”) into a newly incorporated and independent, publicly -
traded company named Rio Grande Resources Ltd. (“ Rio Grande ”) pursuant to a court-
approved plan of arrangement (the “Arrangement”).
Pursuant to the Arrangement, Foremost shareholders will receive two (2) common shares of
Rio Grande for each Foremost common share and will continue to retain their same
proportionate interest in Foremost. The Company intends to retain an approximate 19.95%
interest in Rio Grande following the completion of the Arrangement and prior to any
financing. Concurrent with the completion of the Arrangement, Foremost anticipates
completing one or more financings of Rio Grande for gross proceeds of at least $1.5Million.
“I firmly believe that this proposed spin-out – which will allow the market to value our
Winston Group of Gold and Silver Properties independently of Foremost’s lithium projects –
maximizes the long-term value potential to our shareholders,” said Jason Barnard, President
& CEO of Foremost Lithium. “ We believe that as a standalone entity, these incredible Gold
and Silver properties can get the attention and development focus that they deserve, during
what is a strong bull market for precious metals.”
The Arrangement and any other resolutions related to the Arrangement, will be put to
shareholders for approval at a special meeting of shareholders of Foremost to be held on
November 06, 2024. All shareholders of record as of September 09, 2024 (the “ Record
Date”) will be eligible to cast their vote. The Arrangement will require the approval of 66
2/3% of the votes cast by Foremost shareholders and is also subject to the approval of the
Supreme Court of British Columbia , the Canadian Securities Exchange (“ CSE”), NASDAQ,
requisite regulatory approvals and other closing conditions customary for transactions of
this nature.
It is a condition of the completion of the Arrangement that the CSE shall have conditionally
approved the listing of the Rio Grande shares and the Foremost shares. Full details of the
proposed Arrangement will be provided in an Information Circular, which will be mailed to
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shareholders of record and available along with the Arrangement Agreement on SEDAR+
under the profile of Foremost Lithium Resource & Technology Ltd.
About The Winston Property
The Winston Property is comprised of three historic past -producing high-grade gold-silver
mines on 147 unpatented lode mining claims, including the four (4) Little Granite Claims (the
“LG Claims”) and (2) patented mining claims, Ivanhoe and Emporia (the “Ivanhoe/Emporia
Claims”), for a total of 149 total mining claims across 3,000 acres. It is situated in in the
Black Range Mountains in northwestern Sierra County, New Mexico, U.S.A.
Exceptional results from property-wide confirmatory sampling completed in 2021 included
many high-grade samples including 41.5 g/t Gold and 4610 g/t Silver on newly staked claims.
Additional samples from these three mines returned peak values of 66.5 g/t g old and 2940
g/t silver from Little Granite, 26.8 g/t gold and 1670 g/t silver from Ivanhoe, and 46.1 g/t gold
and 517 g/t silver from Emporia. Table 1 shows the descriptions and Gold/Silver values for
Ore Characterization Samples collected by the QP.
Table 1. Ore Characterization samples collected from historic mine dumps, none omitted
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Historically reported high -grade values have been confirmed in limited re -sampling by
Foremost. Past drill reports from the Little Granite Vein suggest the primary vein widens to
more than 4m (12ft) true width, at depth . These results, along with multiple site visits
confirm that earlier reports of high-grade silver and gold values from historic workings have
legitimacy and justify a major exploration program using modern methods to define the
nature and size of mineralization.
Qualified Person
Technical information in this news release has been reviewed and approved by Michael
Feinstein, PhD, CPG, who is a Qualified Person as identified by Canadian National
Instrument 43 -101-Standards of Disclosure for Mineral Projects and as defined by the
Securities and Exchange Commission’s Regulation S-K 1300 rules for resource deposit
disclosure.
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
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(949) 259-4987
www.mzgroup.us
Follow us or contact us on social media:
Twitter: @foremostlithium
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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 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. 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 predic tions, 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. Forward -looking
statements in this news release include, among others, statements relating to: the timing, structure and
completion of the Arrangement ;; the timing and receipt of required shareholder, court, stock exchange and
regulatory approvals for the Arrangement; the retained ownership interest of Foremost in Rio Grande; the terms
of the Arrangement ; the completion of the concurrent financing and the amount of proceeds to be received
therefrom; and the listing of Rio Grande on the CSE . 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 and other risks of the automotive industr y 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 expect ations
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,
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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 www.sedarplus.ca 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.