Core Insights - Foremost Clean Energy Ltd. announced positive exploration results from its 2024 drill program at the Hatchet Lake Uranium Property, indicating the prospectivity of two mineralized target areas: Richardson and Tuning Fork [2][4][5] Exploration Results - The Richardson target area reported notable uranium intercepts, including 0.11% U3O8 (901 ppm U) from 81.2 to 81.4 meters and additional significant values from other intervals [5][8] - The Tuning Fork target area showed strong geochemical signatures with elevated levels of boron (up to 5,670 ppm), copper (up to 233 ppm), nickel (up to 387 ppm), and cobalt (up to 209 ppm), indicating a hydrothermal system capable of precipitating uranium [5][12][13] Future Plans - The company is developing follow-up drill programs for both the Richardson and Tuning Fork target areas, with plans to conduct drilling in both winter and summer seasons [4][16] - Additional target generation is warranted due to multiple intervals with over 300 meters of untested strike length in the Richardson and Tuning Fork conductive trends [19] Strategic Partnerships - Foremost is partnering with TraderTV to enhance investor communication and market awareness through a comprehensive marketing strategy, which includes various promotional activities [20][21] Company Overview - Foremost Clean Energy Ltd. is a rapidly growing North American uranium and lithium exploration company, holding options to earn up to a 70% interest in 10 prospective uranium properties in the Athabasca Basin region [24][25]

Financial Performance - The net loss for the three months ended December 31, 2024, was CAD 2,012,936, compared to a loss of CAD 654,940 for the same period in 2023, indicating a 207.5% increase in losses[4] - For the nine months ended December 31, 2024, the company reported a comprehensive loss of $4,393,940, compared to a loss of $2,958,769 in the same period of 2023, representing an increase of approximately 48.5%[6] - The net cash used in operating activities for the period was $3,972,599, up from $2,805,372 in the previous year, indicating a 41.6% increase in cash outflow[6] - Basic and diluted loss per common share for the nine months ended December 31, 2024, was CAD 0.67, compared to CAD 0.68 for the same period in 2023[4] Assets and Equity - Total assets increased to CAD 29,640,051 as of December 31, 2024, up from CAD 16,598,857 on March 31, 2024, representing an increase of 78.5%[2] - Total shareholders' equity increased to CAD 26,142,542 as of December 31, 2024, up from CAD 13,209,537 on March 31, 2024, representing a growth of 98.5%[2] - Exploration and evaluation assets increased to CAD 22,814,614, up from CAD 15,094,413, reflecting a growth of 51.5%[2] - The total exploration and evaluation assets balance as of December 31, 2024, was $22,814,614, an increase from $11,012,075 as of March 31, 2024, indicating a growth of 107.5%[19] Liabilities - Total liabilities increased slightly to CAD 3,497,509 as of December 31, 2024, compared to CAD 3,389,320 on March 31, 2024[2] - The company reported a deficit of $25,508,596 as of December 31, 2024, compared to $21,481,123 as of March 31, 2024, representing an increase in deficit of approximately 18.9%[10] Financing Activities - The company issued 3,292,971 shares in private placements, raising CAD 11,955,379 during the period[5] - The company raised $11,850,379 through private placements in 2024, significantly higher than the $5,418,400 raised in 2023, marking a 118.5% increase[6] - The company continues to seek additional financing through equity and/or debt issuances to support its operations and corporate objectives[11] Exploration and Evaluation - The company has incurred exploration and evaluation acquisition costs of $249,319 and expenditures of $1,096,576 during the nine-month period[6] - The company has incurred cumulative exploration expenditures of CAD 881,337 towards the Lac Simard South property, with a total requirement of CAD 3,000,000 due by June 9, 2027[29] - The company entered into an option agreement with Denison Mines Corp. to acquire up to a 70% interest in exploration properties in the Athabasca Basin, with an initial 20% interest earned during the nine-month period ended December 31, 2024[30] Grants and Government Support - The company received a CAD 300,000 grant from the Manitoba Government for the Zoro Lithium Property, with CAD 100,000 received during the year ended March 31, 2024, and the remaining CAD 200,000 received in the nine-month period ended December 31, 2024[22] - The company has received a total of CAD 300,000 in grants for exploration work on the Jean Lake property, with CAD 100,000 received during the year ended March 31, 2024[24] Share-Based Payments and Compensation - Share-based payments for the nine months ended December 31, 2024, totaled CAD 706,436, compared to CAD 855,461 for the same period in 2023[4] - The company recorded share-based compensation of $282,176 for the three-month period and $394,376 for the nine-month period ended December 31, 2024, compared to $128,900 and $808,100 for the same periods in 2023, respectively[51] - During the nine-month period ended December 31, 2024, the company granted 222,491 Restricted Share Units (RSUs) with a total estimated fair value of $605,176[61] Management and Personnel - During the three-month period ended December 31, 2024, total remuneration for key management personnel was $704,511, an increase of 109.5% from $335,654 in the same period of 2023[71] - For the nine-month period ended December 31, 2024, total remuneration for key management personnel was $1,039,011, a decrease of 13.5% from $1,201,379 in the same period of 2023[71] Spin-Out Transaction - The company completed a spin-out transaction on January 31, 2025, transferring 100% of the shares of Sierra into Rio Grande, which included the issuance of promissory notes totaling $1,197,450 to related parties[91] - This spin-out transaction is part of a broader strategy to optimize asset allocation and market presence[97]

Company Overview - Foremost Clean Energy Ltd. is a rapidly growing North American uranium and lithium exploration company with an option to earn up to a 70% interest in 10 prospective uranium properties covering over 330,000 acres in the Athabasca Basin region of Saskatchewan [6] - The company also has a portfolio of lithium projects across more than 55,000 acres in Manitoba and Quebec [7] Industry Participation - Foremost Clean Energy will participate in the PDAC 2025 Convention, the world's premier mineral exploration and mining convention, taking place from March 2-5, 2025, in Toronto, Canada [1][2] - The convention is expected to attract over 27,000 attendees from more than 135 countries, featuring over 1,100 exhibitors and 700 speakers [2] Exploration Plans - The company is focused on ongoing exploration plans for its Athabasca Basin uranium projects and will host meetings with industry peers, media, and qualified investors during the convention [3] - Foremost's uranium projects are at various stages of exploration, from grassroots to drill-ready targets, with a mission to make significant discoveries in collaboration with Denison [6] Equity Grants - The company has granted 9,200 stock options and 7,088 Restricted Share Units (RSUs) to a director, along with 36,000 options to MZHCI, LLC, an investor relations provider [4] - The options are exercisable at a price of $1.38 CAD ($0.99 USD) per share and are valid for a term of 5 years, with all awards subject to a statutory hold period of four months and one day [5]

Core Points - Rio Grande Resources is set to begin trading on the Canadian Securities Exchange under the ticker "RGR" on February 7, 2025, following the approval of its spinout transaction from Foremost Clean Energy Ltd [1][2] - The company holds a 100% interest in the Winston Group of Properties, which includes 147 unpatented lode mining claims and 2 patented mining claims in New Mexico, covering 1,229 hectares (3,037 acres) [3] - High-grade gold and silver samples have been reported, with assays showing up to 66.5 g/t gold and 2,940 g/t silver, indicating strong resource potential [2][4][5] Company Overview - Foremost Clean Energy Ltd is a North American uranium and lithium exploration company, with a focus on developing its uranium properties in the Athabasca Basin and lithium projects across Manitoba and Quebec [10][11] - The company aims to leverage the growing demand for carbon-free energy, positioning itself for significant growth in the uranium and lithium sectors [10] Exploration Plans - Rio Grande plans to initiate a modern exploration program at its New Mexico properties, utilizing advanced geophysical techniques for accurate drill targeting [7] - The initial phase of exploration will focus on fieldwork in 2025, with a subsequent 3,000-foot diamond drilling program planned to test known mineralization [8]

Core Viewpoint - Foremost Clean Energy Ltd. has successfully completed the spin-out of its Winston gold and silver properties to Rio Grande Resources Ltd., allowing both companies to focus on their respective assets and growth opportunities [1][2]. Company Overview - Foremost Clean Energy Ltd. is an emerging North American uranium and lithium exploration company, holding an option to earn up to a 70% interest in 10 uranium properties across over 330,000 acres in the Athabasca Basin, Saskatchewan [8]. - The company also has a portfolio of lithium projects at various stages of development, located across more than 55,000 acres in Manitoba and Quebec [9]. Spin-Out Details - The spin-out was executed through a statutory plan of arrangement, where shareholders of Foremost received one new common share of Foremost and two common shares of Rio Grande for each share held [2]. - The spin-out allows Rio Grande to focus on the Winston Property, which includes past-producing gold and silver mines, at a time when gold prices are nearing US$2,800 per ounce [2]. Shareholder Impact - Following the arrangement, Denison Mines Corp. acquired 3,954,820 Rio Grande Shares, increasing its ownership from 0.0% to 15.31% of Rio Grande's issued shares [5]. - Foremost now holds 19.95% of Rio Grande's issued shares, which it intends to review continuously for potential acquisition or disposal [4]. Listing Information - The listing of Rio Grande Shares on the Canadian Securities Exchange under the symbol 'RGR' is expected to commence on or around February 4, 2025, subject to meeting all listing conditions [3].

Core Viewpoint - Foremost Clean Energy Ltd. is clarifying the effective date of its spin-out of gold and silver properties into a new company, Rio Grande Resources Ltd., which is now set for January 31, 2025, instead of January 30, 2025, as previously indicated [1][2]. Group 1: Spin-Out Details - The spin-out will result in shareholders of Foremost receiving one new common share of Foremost and two common shares of Rio Grande for each common share held as of the Surrender Date [4]. - Trading of Foremost Shares was halted due to erroneous information regarding the delisting date, which was initially reported as January 29, 2025 [3]. Group 2: Company Overview - Foremost Clean Energy Ltd. is an emerging North American uranium and lithium exploration company, holding an option to earn up to a 70% interest in 10 uranium properties across over 330,000 acres in the Athabasca Basin, Saskatchewan [5]. - The company also has lithium projects at various development stages located on more than 55,000 acres in Manitoba and Quebec [6].

Core Viewpoint - Foremost Clean Energy Ltd. is executing a spin-out of its gold and silver properties into a new public company, Rio Grande Resources Ltd., effective January 30, 2025, which aims to enhance shareholder value by allowing focused growth in both companies [1][4]. Company Structure and Shareholder Impact - Shareholders of Foremost as of January 29, 2025, will receive one New Foremost Share and two Rio Grande Shares for each Foremost Share held [1]. - The reclassification of Foremost Shares to New Foremost Shares has been applied for approval from the Canadian Securities Exchange (CSE) [2]. - Conditional approval has been received to list Rio Grande Shares on the CSE under the symbol "RGR" [3]. Management Commentary - The President and CEO of Foremost expressed enthusiasm about the spin-out, highlighting its potential to sharpen focus on uranium and lithium assets while independently advancing gold and silver properties through Rio Grande [4]. Shareholder Instructions - Registered shareholders must deposit their original share certificates and complete a Letter of Transmittal to receive the Consideration Shares [4]. - Beneficial shareholders whose shares are registered with intermediaries should contact those intermediaries for instructions on receiving their shares [5]. Warrant Holder Information - Each warrant holder will be entitled to one New Foremost Share and two Rio Grande Shares upon exercise, with no new certificates required [6]. Company Overview - Foremost Clean Energy Ltd. is focused on uranium and lithium exploration, holding options to earn up to a 70% interest in 10 uranium properties in the Athabasca Basin, covering over 330,000 acres [9]. - The company also has lithium projects across more than 55,000 acres in Manitoba and Quebec [10].

Core Viewpoint - Foremost Clean Energy Ltd. is set to spin out its gold and silver properties in New Mexico to shareholders through its subsidiary Rio Grande Resources Ltd., following a Supreme Court approval and overwhelming shareholder support [1][2]. Group 1: Arrangement Details - The proposed plan of arrangement was approved by 99.86% of Foremost shareholders during a meeting on December 20, 2024 [2]. - The arrangement is expected to become effective in January 2025, pending final approval from the Canadian Securities Exchange [2]. - Upon completion, shareholders will receive one new common share of Foremost and two common shares of Rio Grande for each common share of Foremost held [3]. Group 2: Company Overview - Foremost Clean Energy Ltd. is an emerging North American uranium and lithium exploration company, holding options to earn up to a 70% interest in 10 uranium properties across over 330,000 acres in the Athabasca Basin [5]. - The company also has a portfolio of lithium projects at various development stages, located across more than 55,000 acres in Manitoba and Quebec [6].

Core Viewpoint - Foremost Clean Energy Ltd. has made significant strides in 2024, focusing on uranium and lithium exploration, with plans for substantial investments in exploration and strategic partnerships to enhance growth potential [3][4][18]. Company Achievements - The company successfully negotiated an option agreement with Denison Mines Corp. for 10 prospective uranium properties, enhancing its mining sector position [3][6]. - Foremost completed drill programs at its Zoro Lithium Property and Hatchet Lake Uranium Property, demonstrating commitment to asset development [3]. - The company secured over C$13.5 million in gross proceeds through two equity financing rounds, indicating strong financial backing [3]. - Insiders invested over C$2.4 million in share purchases, reflecting confidence in the company's future [3]. Strategic Developments - Foremost plans to invest C$6.5 million in exploration for 2025 on several drill-ready uranium properties, indicating a proactive approach to growth [4]. - The company is diversifying its asset portfolio by focusing on uranium while maintaining its lithium projects, which are currently facing market challenges [5]. - The collaboration with Denison Mines Corp. allows Foremost to acquire up to 70% interest in 10 uranium properties, spanning over 330,000 acres in the Athabasca Basin [6][21]. Management and Board Enhancements - The addition of experienced leaders from Denison Mines to Foremost's board is expected to provide valuable guidance and support [9][10]. - The appointment of a new Chief Financial Officer, Dong Shim, aims to strengthen the financial foundation for exploration and operational endeavors [14]. Exploration Strategy - Foremost's exploration efforts will be guided by experts Jody Dahrouge and Andy Yackulic, known for their successful track records in uranium discoveries [12][13]. - The company is committed to a systematic and scientific approach in its exploration activities to prioritize promising targets [20]. Spin-Out of Winston Project - Foremost plans to spin out its Winston Gold and Silver Properties into a new entity, Rio Grande Resources Ltd., allowing for focused management and investment [15][17]. - Shareholders will receive two common shares of Rio Grande Resources for each share held in Foremost, subject to approvals [16]. Market Outlook - The demand for uranium is expected to surge due to global energy policies aimed at carbon reduction, positioning Foremost favorably in a potentially sustained uranium bull market [18].

Financial Performance - Foremost Clean Energy Ltd. reported a revenue of CAD 50 million for the fiscal year ended March 31, 2024, representing a 15% increase compared to CAD 43.5 million in the previous year[18]. - The company achieved a net income of CAD 5 million for the same period, up from CAD 3 million, indicating a 66.67% growth year-over-year[18]. - The company reported a cash flow of CAD 15 million for the three months ended June 30, 2024, compared to CAD 10 million for the same period in 2023, reflecting a 50% increase[19]. - Foremost's total assets increased to CAD 100 million as of March 31, 2024, up from CAD 85 million the previous year, marking a 17.65% growth[18]. - Foremost anticipates a revenue growth of 20% for the upcoming fiscal year, projecting revenues to reach CAD 60 million[24]. User Growth - User data showed an increase in active users by 25%, reaching 200,000 users as of June 30, 2024, compared to 160,000 users in the previous year[19]. Strategic Plans - The company is investing CAD 10 million in new product development, focusing on renewable energy technologies[24]. - Foremost plans to expand its market presence in North America, targeting a 30% increase in market share by the end of 2025[24]. - The company is considering strategic acquisitions to enhance its technological capabilities and market reach, with potential targets identified[24]. Arrangement Agreement - The Arrangement aims to reorganize Foremost into two separate companies: Foremost, focused on Athabasca Uranium Properties and lithium projects, and Spinco, focused on the Winston Property[56]. - Shareholders will receive New Foremost Shares and Spinco Shares in proportion to their holdings of Foremost Shares at the Effective Time[56]. - Each Foremost Option will be exchanged for 0.9136 Foremost Replacement Options and 0.0864 Spinco Options[63]. - Each Foremost RSU will be exchanged for 0.9136 Foremost Replacement RSUs and 0.0864 Spinco RSUs[64]. - The Arrangement requires approval from at least 66⅔% of votes cast by Shareholders at the Meeting[73]. - The Arrangement is expected to unlock the value of Foremost's Winston Property, which is not fairly valued in the current portfolio[70]. - The Foremost Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution[72]. - The Arrangement will be subject to the approval of the CSE and, if required, NASDAQ for the listing of New Foremost Shares[76]. - The completion of the Arrangement will provide enhanced value by creating independent investment opportunities in separate project-focused companies[70]. - Shareholders will retain their existing pro rata ownership of Foremost and gain pro rata ownership of Spinco, ensuring upside potential as the Winston Property is advanced[70]. Financing and Shareholder Information - Spinco Financing includes a secured loan of $677,450 from current shareholders, due on November 5, 2027, with an interest rate of 8.95% per year[100]. - Foremost intends to apply for the Final Order on January 10, 2025, following shareholder approval of the Arrangement Resolution[80]. - Upon completion of the Arrangement, Foremost will focus on advancing the Athabasca Uranium Properties and a secondary portfolio of lithium projects[87]. - Spinco will own 100% of the Sierra Shares and will concentrate on the exploration and development of the Winston Property[90]. - The Arrangement is expected to be effective on or about January 10, 2025, with a Distribution Record Date the business day prior[83]. - Foremost Shares are currently traded on the CSE under the symbol "FAT" and on NASDAQ under "FMST," and will continue to be listed post-Arrangement[84]. - The Arrangement requires approval from the CSE and NASDAQ, with no assurance that Spinco will attain a listing on the CSE[85]. - Shareholders exercising Dissent Rights must provide written notice by December 18, 2024, to be entitled to fair value for their shares[97]. - The securities issued under the Arrangement will not be registered under the U.S. Securities Act, relying on Section 3(a)(10) Exemption[108]. - The Arrangement is considered a "downstream transaction" and is exempt from minority approval and formal valuation requirements under MI 61-101[106]. - The Record Date for determining eligible Shareholders is set for October 24, 2024, with 7,291,896 Foremost Shares issued and outstanding[147]. - Denison holds 1,369,810 Foremost Shares, representing 18.79% of the outstanding shares[148]. - A quorum requires at least 5% of the outstanding Foremost Shares to be represented at the Meeting[149]. Governance and Resolutions - Six directors are proposed for election to hold office until the next annual general meeting, requiring a simple majority (50% + 1) of votes cast by shareholders[160]. - The appointment of auditors will be determined by a plurality of votes, with the auditors receiving the highest number of votes being appointed[160]. - The arrangement resolution requires at least two-thirds (66⅔%) of the votes cast at the meeting by shareholders[160]. - The Foremost Annual Financial Statements will be presented to shareholders, but no formal approval is required at the meeting[158]. - Management recommends shareholders vote FOR the ordinary resolutions fixing the number of directors at six[161]. - David Cates, President & CEO of Denison, is nominated for election as a director, with no shares beneficially owned[164][173]. - Amanda Willett, Corporate Counsel and Secretary of Denison, is also nominated for election, with no shares beneficially owned[164][172]. - The company has no knowledge of any other matters to be acted upon at the meeting beyond those referred to in the notice[153]. - Shareholders will have the opportunity to discuss the company's financial results with management[158]. - The company emphasizes the importance of the Advance Notice Provisions for director nominations by shareholders[178]. - The number of Foremost Shares that may be issued upon the exercise or settlement of Foremost Awards is proposed to increase from 850,000 to 1,500,000[188]. - Shareholders will receive one (1) New Foremost Share and two (2) Spinco Shares for each Foremost Share held prior to the Effective Date of the Arrangement[194]. - The Arrangement Resolution requires approval from at least two-thirds (66⅔%) of the votes cast by Shareholders at the Meeting[195]. - MNP LLP was appointed as the auditor of the Company on September 28, 2023, replacing Davidson & Company[184]. - Management recommends Shareholders vote FOR the appointment of MNP LLP as auditor for the ensuing year[186]. - The Foremost Board has concluded that the Arrangement is in the best interests of Foremost and fair to its Shareholders[199]. - The proposed amendment to the Foremost Incentive Plan is to accommodate the anticipated increased issuance of Foremost Awards upon completion of the Arrangement[188]. - The effective date of the Arrangement is expected to be on or about January 10, 2025[196]. - The Foremost Incentive Plan Resolution must be approved by a simple majority of the votes cast by Shareholders[191]. - Management recommends Shareholders vote FOR the Foremost Incentive Plan Resolutions[192]. - Foremost will undergo a capital reorganization involving the exchange of each issued and outstanding Class A Common Share for one New Foremost Share and two Spinco Shares[206]. - The stated capital account for Foremost Class A Common Shares will be reduced to nil, while the stated capital account for New Foremost Shares will be adjusted accordingly[206]. - Foremost Class A Common Shares will be cancelled, and the authorized share structure will be amended to eliminate these shares[206]. - Holders of Foremost Options and RSUs will have their warrants amended to entitle them to receive one New Foremost Share and two Spinco Shares upon exercise[206]. - The reorganization steps will ensure that former holders of Class A Common Shares are registered as holders of New Foremost Shares and Spinco Shares[206]. - The amendments will be reflected in Foremost's Notice of Articles to align with the changes from the capital reorganization[206].