Foremost Lithium Resource & Technology .(FMST) - 2025 Q1 - Quarterly Report

Condensed Interim Consolidated Statements of Financial Position Assets The company's total assets increased significantly from March 31, 2025, to June 30, 2025, driven primarily by an increase in current assets, particularly cash and marketable securities, and a rise in exploration and evaluation assets Total Assets (CAD) | Category | June 30, 2025 | March 31, 2025 | | :--------------------------- | :-------------- | :--------------- | | Total Assets | $32,731,248 | $27,741,039 | Key Asset Changes (CAD) | Asset Category | June 30, 2025 | March 31, 2025 | Change (QoQ) | | :--------------------------- | :------------ | :------------- | :----------- | | Cash | $5,892,677 | $5,005,346 | +$887,331 | | Marketable securities | $1,854,921 | - | +$1,854,921 | | Prepaid expenses | $652,360 | $123,337 | +$529,023 | | Exploration and evaluation assets | $23,143,076 | $21,324,785 | +$1,818,291 | Liabilities and Shareholders' Equity Total liabilities decreased slightly, while shareholders' equity saw a substantial increase, primarily due to a significant rise in capital stock and a reduction in the accumulated deficit Total Liabilities and Shareholders' Equity (CAD) | Category | June 30, 2025 | March 31, 2025 | | :--------------------------- | :-------------- | :--------------- | | Total Liabilities | $2,870,167 | $3,248,777 | | Total Shareholders' Equity | $29,861,081 | $24,492,262 | | Total Liabilities and Shareholders' Equity | $32,731,248 | $27,741,039 | Key Liabilities and Equity Changes (CAD) | Category | June 30, 2025 | March 31, 2025 | Change (QoQ) | | :--------------------------- | :------------ | :------------- | :----------- | | Accounts payable and accrued liabilities | $684,707 | $306,118 | +$378,589 | | Flow-through premium liability | $1,307,926 | $1,791,526 | -$483,600 | | Capital stock | $51,087,877 | $45,666,733 | +$5,421,144 | | Deficit | $(23,527,874) | $(24,455,404) | +$927,530 | Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Net Income (Loss) and Comprehensive Income (Loss) Foremost Clean Energy Ltd. reported a significant turnaround, moving from a net loss in Q2 2024 to a net income in Q2 2025, primarily driven by a substantial gain on investment in associate and recovery of flow-through premium liability, despite increased operating expenses Net Income (Loss) and EPS (CAD) | Metric | For the three-month period ended June 30, 2025 | For the three-month period ended June 30, 2024 | | :----------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net Income (Loss) and Comprehensive Income (Loss) for the period | $405,838 | $(857,094) | | Basic income (loss) per common share | $0.04 | $(0.16) | | Diluted income (loss) per common share | $0.04 | $(0.16) | Key Income/Loss Drivers (CAD) | Item | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | Consulting expenses | $1,001,872 | $584,114 | | Management and director fees | $233,114 | $166,500 | | Professional fees | $344,706 | $199,550 | | Gain on investment in associate | $1,471,188 | - | | Recovery of flow-through premium liability | $483,600 | $16,283 | | Gain on spin-out transaction | $477,000 | - | Condensed Interim Consolidated Statements of Changes in Shareholders' Equity Shareholders' Equity Changes Shareholders' equity significantly increased from March 31, 2025, to June 30, 2025, primarily due to substantial share issuances from warrant and option exercises, and the period's net income, partially offset by transfers from reserves Shareholders' Equity Balance (CAD) | Metric | June 30, 2025 | March 31, 2025 | | :------------------------- | :-------------- | :--------------- | | Total Shareholders' Equity | $29,861,081 | $24,492,262 | Key Changes in Shareholders' Equity (CAD) | Item | Amount (June 30, 2025 period) | | :--------------------------------------- | :---------------------------- | | Shares issued – exploration and evaluation assets | $150,000 | | Shares issued – option exercise | $250,862 | | Shares issued – warrant exercise | $4,478,308 | | Subscriptions received | $49,086 | | Share-based payments | $34,725 | | Income for the period | $405,838 | Condensed Interim Consolidated Statements of Cash Flows Cash Flows from Operating Activities Net cash used in operating activities remained substantial, with the period's income being offset by significant non-cash adjustments, including gains on investment and spin-out, and changes in working capital Net Cash Used in Operating Activities (CAD) | Metric | For the three months ended June 30, 2025 | For the three months ended June 30, 2024 | | :----------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net cash used in operating activities | $(1,612,720) | $(1,572,290) | - Non-cash adjustments significantly impacted operating cash flow, including a gain on investment in associate of $(1,471,188) and a gain on spin-out transaction of $(477,000) for the period ended June 30, 2025[6] Cash Flows from Investing Activities Cash used in investing activities increased significantly, primarily due to higher exploration and evaluation expenditures and acquisition costs Net Cash Used in Investing Activities (CAD) | Metric | For the three months ended June 30, 2025 | For the three months ended June 30, 2024 | | :----------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net cash used in investing activities | $(2,233,429) | $(204,903) | - Exploration and evaluation expenditures increased substantially to $2,090,807 in Q2 2025 from $264,008 in Q2 2024[6] Cash Flows from Financing Activities Cash provided by financing activities saw a substantial increase, mainly driven by proceeds from the exercise of warrants and options, which significantly boosted the company's cash position Net Cash Provided by Financing Activities (CAD) | Metric | For the three months ended June 30, 2025 | For the three months ended June 30, 2024 | | :----------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net cash provided by financing activities | $4,733,480 | $1,294,755 | - Significant cash inflows from financing activities included $4,478,308 from the exercise of warrants and $259,021 from the exercise of options in Q2 2025[6] Cash Position The company's cash balance at the end of the period increased significantly, reversing a negative change in cash from the prior year, primarily due to strong financing activities Cash Balance (CAD) | Metric | For the three months ended June 30, 2025 | For the three months ended June 30, 2024 | | :------------------------- | :--------------------------------------- | :--------------------------------------- | | Change in cash for the period | $887,331 | $(482,438) | | Cash, end of period | $5,892,677 | $515,824 | 1. Nature of Operations and Going Concern Company Overview Foremost Clean Energy Ltd. is a public exploration company listed on the CSE and NASDAQ, focused on identifying and developing high-potential mineral opportunities in stable jurisdictions - Foremost Clean Energy Ltd. is a public company listed on the Canadian Securities Exchange (CSE) under symbol FAT and on NASDAQ Capital Market under symbols FMST and FMSTW[8] - The company changed its name to Foremost Clean Energy Ltd. on September 30, 2024[9] - Foremost is an exploration company focused on the identification and development of high potential mineral opportunities in stable jurisdictions[9] Going Concern Assessment The company's ability to continue as a going concern is in substantial doubt due to significant accumulated losses and a lack of operational revenues, necessitating additional financing through equity or debt, which is not assured - As at June 30, 2025, the Company has a significant deficit of $23,527,874 (March 31, 2025 - $24,455,404) and has not generated revenues from operations[10] - The Company has financed operations primarily through common share issuance and short-term loans and requires additional financing to meet corporate objectives[10][11] - Material uncertainties cast substantial doubt on the Company's ability to meet its obligations, and there is no assurance of obtaining adequate future financing on advantageous terms[10][11] 2. Basis of Presentation Statement of Compliance The condensed interim consolidated financial statements are prepared in accordance with IAS 34, Interim Financial Reporting, and should be read in conjunction with the company's audited annual financial statements prepared under IFRS - These condensed interim consolidated financial statements are prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the IASB[12] - They do not include all information required for full annual financial statements by IFRS[12] - The statements should be read in conjunction with the Company's audited financial statements for the year ended March 31, 2025, prepared in accordance with IFRS[13] Basis of Measurement The financial statements are prepared on a historical cost basis, with exceptions for fair value measurement of certain financial instruments, and use the accrual basis of accounting - The condensed interim consolidated financial statements are prepared on a historical cost basis, except for financial instruments classified at fair value through profit and loss or other comprehensive loss[14] - The accrual basis of accounting is used, except for cash flow information[14] - The Board of Directors approved these statements for issue on August 12, 2025[15] Principles of Consolidation The consolidated financial statements include entities controlled by the Company, with intercompany transactions eliminated. Following a spin-out, the Company's interest in Rio Grande Resources Ltd. decreased, leading to deconsolidation of Sierra Gold & Silver Ltd - Consolidated financial statements include the Company and entities it controls, with all significant intercompany transactions and balances eliminated[16] - Rio Grande Resources Ltd. was incorporated for a spin-out completed on January 31, 2025[17] - At June 30, 2025, the Company owned a 12.12% interest in Rio Grande (down from 19.95% at March 31, 2025), and Sierra Gold & Silver Ltd. was deconsolidated due to the spin-out[17] 3. Material Accounting Policy Information New Accounting Standards Issued and Effective The company has adopted amendments to IAS 1, reclassifying derivative warrant liabilities to current, and is assessing the impact of IFRS 18, effective January 1, 2027, which aims to enhance financial performance transparency - Amendments to IAS 1, 'Classification of Liabilities as Current or Non-current,' effective January 1, 2024, resulted in the reclassification of derivative warrant liability from non-current to current[20] - IFRS 18, 'Presentation and Disclosure in Financial Statements,' effective January 1, 2027, introduces new requirements for transparent and comparable financial performance information[21] - The Company is currently assessing the impact of IFRS 18 on its condensed interim consolidated financial statements[21] 4. Investment in Associate Rio Grande Investment and Derecognition Following a spin-out, Foremost initially held a 19.95% interest in Rio Grande, accounting for it using the equity method due to significant influence. However, due to dilution, the interest decreased to 12.12% by June 30, 2025, leading to derecognition of the investment and a significant gain - On January 31, 2025, Foremost received 5,152,557 shares of Rio Grande, representing a 19.95% interest, valued at $489,493, and accounted for it using the equity method[22] - By June 30, 2025, due to dilution, the Company's interest in Rio Grande decreased to 12.12% (from 19.95% at March 31, 2025)[24] - The Company derecognized the investment in associate, resulting in a gain of $1,471,188, calculated from the fair market value of shares held ($1,854,921) versus the carrying value and equity share of loss[24] Investment in Associate Continuity (CAD) | Metric | Amount | | :----------------------------------------- | :----- | | Balance as at March 31, 2025 | $383,733 | | Equity share of loss through June 17, 2025 | $(26,690) | | Derecognition of investment to profit and loss due to loss of interest | $(357,043) | | Balance as at June 30, 2025 | $ - | 5. Marketable Securities Reclassification of Rio Grande Shares Due to a reduction in share ownership and loss of significant influence over Rio Grande, the Company reclassified its 5,152,557 shares in Rio Grande as marketable securities, valued at their quoted market price - On June 17, 2025, the Company's interest in Rio Grande decreased to 12.12% (from 19.95% at March 31, 2025)[26] - Due to the reduction in share ownership and loss of significant influence, the shares were revalued and reclassified as marketable securities[26] Marketable Securities - Rio Grande Resources Ltd. (CAD) | Metric | As of June 30, 2025 | | :------------------------- | :------------------ | | Common shares | 5,152,557 | | Total (quoted market price) | $1,854,921 | 6. Promissory Notes Receivable Related Party Promissory Notes As a condition of the spin-out arrangement, Rio Grande issued two promissory notes: one to related parties Jason and Christina Barnard (which ceased to be a receivable for Foremost) and another $520,000 unsecured note to Foremost, which has an outstanding balance of $318,597 as of June 30, 2025, after partial repayment and accrued interest - On November 5, 2024, Rio Grande entered into a $677,450 promissory note with related parties Jason Barnard and Christina Barnard, repayable by November 5, 2027, bearing 8.95% interest[28] - Rio Grande also issued a $520,000 unsecured promissory note to Foremost, due by November 5, 2027, with an 8.95% interest rate[28] - During the period ended June 30, 2025, $197,850 from Rio Grande's financing was applied to the outstanding amount, and Foremost accrued $3,825 in interest income and collected $7,378[28] - As at June 30, 2025, the outstanding balance of the promissory note receivable from Rio Grande is $318,597[28] 7. Exploration and Evaluation Assets Expenditures on Exploration and Evaluation Properties The company significantly increased its total exploration and evaluation assets to $23,143,076 by June 30, 2025, with substantial expenditures on Athabasca Properties, including drilling, field work, and geological consulting, alongside acquisition costs for Peg North Total Exploration and Evaluation Assets (CAD) | Metric | June 30, 2025 | March 31, 2025 | | :----------------------------------------- | :-------------- | :--------------- | | Total Balance, June 30, 2025 | $23,143,076 | $21,324,785 | Exploration Costs Incurred (CAD) - June 30, 2025 Period | Category | Athabasca Properties | Total | | :----------------------------------------- | :------------------- | :---- | | Drilling | $524,331 | $524,331 | | Field work | $561,999 | $561,999 | | Geological, consulting, and other | $221,402 | $221,402 | | Survey | $198,845 | $198,845 | - Acquisition costs for Peg North Property increased by $300,000, split equally between cash and shares, during the period ended June 30, 2025[29] Property Specific Updates Updates include the Winston Property's spin-out, a $200,000 grant received for the Zoro Property, ongoing option agreements for Jean Lake, Grass River, Jol Lithium, and Peg North properties, and the multi-phase option agreement for Athabasca Properties with Denison Mines Corp - The Winston Property ceased to be an asset of Foremost on January 31, 2025, as it was included in the Spin-Out transaction[31] - The Company received the remaining $200,000 grant from the Manitoba Government for the Zoro Lithium Property during the year ended March 31, 2025[32] - For the Athabasca Properties, the Company earned an initial 20% interest by issuing 1,369,810 common shares to Denison and making cash payments, with further phases requiring significant cash payments and exploration expenditures[41][42][44][45] Zoro Property The company received the remaining $200,000 of a $300,000 grant from the Manitoba Government for the Zoro Lithium Property during the year ended March 31, 2025, to fund further exploration and development - The Company received the remaining $200,000 grant from the Manitoba Government for the Zoro Lithium Property during the year ended March 31, 2025[32] Jean Lake Property To earn a 100% interest in the Jean Lake Property, the Company is required to make cash payments and share issuances to Mount Morgan Resources Ltd. and incur project exploration expenditures, with a 2% NSR granted upon earning the interest - The option agreement requires cash payments, share issuances, and exploration expenditures to earn a 100% interest in the Jean Lake Property[33] - Upon earning the interest, a 2% NSR will be granted, which can be reduced to 1% by a $1,000,000 payment[33] Grass River Property The Company has continued to stake additional claims on the Grass River Property, incurring $130 in claim filing fees during the period ended June 30, 2025 - The Company staked additional claims on the Grass River Property and incurred $130 in claim filing fees during the period ended June 30, 2025[34] Jol Lithium Property The Company acquired a 100% interest in the MB3530 claim in the Snow Lake area, subject to a 2% NSR, and incurred $638 in filing fees during the year ended March 31, 2025 - The Company acquired a 100% interest in the MB3530 claim in the Snow Lake area, subject to a 2% NSR[35] - During the year ended March 31, 2025, the Company incurred $638 in filing of claim fees[35] Peg North Property The Company is progressing on its option agreement to acquire a 100% interest in the Peg North claims, having met various cash payment, share issuance, and exploration expenditure milestones, with the final payment and share issuance due by July 30, 2025 - The Company has an option agreement to acquire a 100% interest in the Peg North claims by making aggregate cash payments of $750,000, issuing $750,000 in common shares, and incurring $3,000,000 in exploration expenditures by the fifth anniversary[36] - The final payment of $75,000 in cash and issuance of $75,000 in common shares (17,361 shares) and incurring $200,000 in exploration expenditures are due by July 30, 2025[37] - The Company may purchase one half (1%) of the 2% NSR for $1,500,000 prior to commercial production[39] Lac Simard South Property During the year ended March 31, 2024, the Company earned a 100% interest in the Lac Simard South property by paying $35,000 and issuing 10,700 common shares valued at $85,600 - The Company earned a 100% interest in the Lac Simard South property by paying $35,000 and issuing 10,700 common shares (valued at $85,600) during the year ended March 31, 2024[40] Athabasca Properties The Company entered a three-phase option agreement with Denison Mines Corp. to acquire up to a 70% interest in the Athabasca Basin properties. Phase 1, earning a 20% interest, was completed by issuing shares to Denison and making cash payments. Subsequent phases require significant additional cash payments and exploration expenditures - The Company entered an option agreement with Denison Mines Corp. to acquire up to a 70% interest in the Athabasca Properties[41] - Phase 1, earning an initial 20% interest, involved issuing 1,369,810 common shares to Denison (valued at $5,205,278) and making cash payments totaling $750,000 by June 28, 2027, along with incurring $3,000,000 in exploration expenditures[41][42] - Phase 2 requires paying $2,000,000 to Denison and incurring $8,000,000 in exploration expenditures by October 4, 2027, to earn an additional 31% interest[44][48] - Phase 3 requires paying $2,500,000 to Denison and incurring a further $12,000,000 in exploration expenditures by October 4, 2030, to earn an additional 19% interest[45][48] 8. Accounts Payable and Accrued Liabilities Accounts Payable and Accrued Liabilities Breakdown Total accounts payable and accrued liabilities increased significantly to $684,707 at June 30, 2025, primarily due to an increase in amounts due to related parties and trade payables Accounts Payable and Accrued Liabilities (CAD) | Category | June 30, 2025 | March 31, 2025 | | :--------------------------- | :------------ | :------------- | | Trade payables | $152,297 | $93,707 | | Accrued liabilities | $193,506 | $56,167 | | Due to related parties | $338,904 | $156,244 | | Total | $684,707 | $306,118 | - During the period ended June 30, 2024, the Company recognized a gain on forgiveness of debt of $106,624 by writing off $50,200 in accrued liabilities and settling $181,424 accounts payable for $125,000[47] 9. Term Loans Payable Related Party Loan Details Total term loans payable decreased to $480,674 at June 30, 2025. The primary loan, a secured related-party loan with Jason and Christina Barnard, has been amended multiple times, with the latest amendment reducing the interest rate to 9% per annum and extending the maturity date to October 4, 2025 Term Loans Payable (CAD) | Category | June 30, 2025 | March 31, 2025 | | :--------------------------- | :------------ | :------------- | | Non-related party loan payable on demand | $5,000 | $5,000 | | Secured Loan payable on October 4, 2025 | $475,674 | $516,368 | | Total term loans payable | $480,674 | $521,368 | - A $1,145,520 loan with related parties Jason Barnard (CEO) and Christina Barnard (COO) was amended on October 4, 2024, to exclude newly optioned Denison properties as collateral and reduce the interest rate to 9% per annum, effective until October 4, 2025[49][50] - The Company incurred $12,241 in interest and paid $52,935 in interest on this loan during the period ended June 30, 2025[50] 10. Capital Stock and Reserves Issued Capital Stock During the period ended June 30, 2025, the Company issued common shares for exploration and evaluation assets, option exercises, warrant exercises, and RSU redemptions, significantly increasing capital stock. The company also managed flow-through premium liabilities related to prior private placements - During the period ended June 30, 2025, the Company issued 30,000 common shares for $150,000 for the Peg North Property option agreement[53] - 109,531 common shares were issued upon option exercise for gross proceeds of $250,862, reallocating $195,370 from share-based reserves to share capital[57] - 1,536,867 common shares were issued upon warrant exercise for gross proceeds of $4,919,900, reallocating $207,360 from warrant reserves to share capital[57] - The flow-through premium liability decreased by $483,600 to $1,307,926 at June 30, 2025, due to the recovery recognized in profit or loss[102] Stock Incentive Plan The Company's 2023 Stock Incentive Plan, ratified by shareholders, allows for equity-based awards (options, RSUs, PSUs, DSUs) to key personnel, with a maximum issuance of 1,500,000 common shares - The 2023 Stock Incentive Plan allows for equity-based awards (Options, RSUs, PSUs, DSUs) to executives, officers, directors, employees, and consultants[60] - The plan was ratified by shareholders on December 20, 2024, and has an aggregate maximum of 1,500,000 common shares that may be issued[60] Stock Options During the period ended June 30, 2025, no new stock options were granted, but 109,531 options were exercised and 190,514 were forfeited/expired, reducing the total outstanding options to 216,408. Share-based compensation of $6,282 was recorded for vested options - No stock options were granted during the period ended June 30, 2025[62] Stock Option Transactions (June 30, 2025 Period) | Metric | Balance March 31, 2025 | Exercised | Forfeited / Expired | Balance June 30, 2025 | | :------------------------- | :--------------------- | :-------- | :------------------ | :-------------------- | | Total Options | 516,453 | (109,531) | (190,514) | 216,408 | | Weighted average exercise price | $3.96 | $2.50 | $3.51 | $5.09 | - Share-based compensation of $6,282 was recorded for the vested portion of stock options during the period ended June 30, 2025[62] Restricted Share Units (RSUs) No new RSUs were granted in Q2 2025, but 51,193 RSUs were settled, reducing the outstanding balance to 92,808. The company recorded $28,443 in share-based payments related to vesting RSUs - No RSUs were granted during the period ended June 30, 2025[71] Restricted Share Unit Transactions (June 30, 2025 Period) | Metric | Balance March 31, 2025 | Settled | Balance June 30, 2025 | | :------------------------- | :--------------------- | :------ | :-------------------- | | Total RSUs | 144,001 | (51,193) | 92,808 | - The Company recorded $28,443 in share-based payments relating to the portion of RSUs vesting through the period[71] Warrants The Company granted 480,494 new warrants and saw 1,390,410 warrants exercised during the period ended June 30, 2025, primarily due to a warrant incentive program. This resulted in a decrease in total outstanding warrants to 3,524,647. The derivative liability for USD-denominated warrants increased significantly due to fair value changes and exchange rate fluctuations Warrant Transactions (June 30, 2025 Period) | Metric | Balance March 31, 2025 | Granted | Exercised | Balance June 30, 2025 | | :------------------------- | :--------------------- | :------ | :-------- | :-------------------- | | Total Warrants | 4,434,563 | 480,494 | (1,390,410) | 3,524,647 | | Weighted average exercise price | $4.92 | $2.20 | $3.20 | $4.27 | - A warrant incentive program allowed holders to exercise at $1.75 and receive an additional incentive warrant, leading to the exercise of 480,494 warrants[74] Derivative Liability for Warrants (CAD) | Metric | June 30, 2025 | March 31, 2025 | | :----------------------------------------- | :------------ | :------------- | | Fair value of warrants outstanding (derivative liability) | $396,860 | $152,765 | | Change in fair value of derivatives | $244,095 | $498,534 | - The derivative warrant liability was reclassified from non-current to current liability as per amendments to IAS 1[76] Agent Warrants During the period ended June 30, 2025, 146,457 agent warrants were exercised, reducing the total outstanding agent warrants to 59,598. The Company collected $39,368 as an agent for Rio Grande from these exercises Agent Warrant Transactions (June 30, 2025 Period) | Metric | Balance March 31, 2025 | Exercised | Balance June 30, 2025 | | :------------------------- | :--------------------- | :-------- | :-------------------- | | Total Agent Warrants | 206,055 | (146,457) | 59,598 | | Weighted average exercise price | $4.19 | $3.00 | $6.71 | - The Company collected $39,368 from the exercise of 146,457 agent warrants during the period ended June 30, 2025, acting as an agent for Rio Grande[82] 11. Related Party Transactions Key Management Remuneration and Balances Remuneration to key management personnel increased in Q2 2025 compared to Q2 2024. The company also has significant unsecured, non-interest bearing balances due to and from related parties, including Rio Grande and current/former directors and officers Key Management Remuneration (CAD) | Category | Period ended June 30, 2025 | Period ended June 30, 2024 | | :--------------------------- | :------------------------- | :------------------------- | | Management and director fees | $233,114 | $166,500 | | Consulting fees | $6,000 | - | | Total | $239,114 | $166,500 | Related Party Balances (CAD) | Category | June 30, 2025 | March 31, 2025 | | :--------------------------- | :------------ | :------------- | | Current and former directors, officers and companies controlled by them | $143,169 | $135,411 | | Due to Rio Grande | $441,592 | - | | Due from Rio Grande | $229,992 | $68,825 | | Promissory note due from Rio Grande | $318,597 | $520,000 | - Amounts due to/from related parties are unsecured, non-interest bearing, and have no specific terms of repayment[86] 12. Segmented Information Operating Segment and Geographic Information The Company operates primarily in one reportable operating segment: the acquisition and exploration of exploration and evaluation assets, all located in Canada - The Company primarily operates in one reportable operating segment: the acquisition and exploration of exploration and evaluation assets[87] Exploration and Evaluation Assets by Geography (CAD) | Geography | June 30, 2025 | March 31, 2025 | | :-------- | :------------ | :------------- | | Canada | $23,143,076 | $21,324,785 | 13. Financial Risk Management Capital Management The Company's capital management objective is to ensure its ability to continue as a going concern by monitoring equity components and adjusting the capital structure through common share issuances, with no externally imposed capital requirements - The Company's objective in managing capital is to safeguard its ability to continue as a going concern, monitoring adjusted capital comprising all components of equity[88] - The Company manages its capital structure in proportion to risk and may issue common shares through private placements to maintain or adjust it[89] - The Company is not exposed to any externally imposed capital requirements, and its overall strategy remains unchanged from March 31, 2025[89] Fair Value Measurement Fair value estimates are subjective and classified into a three-level hierarchy. The Company's marketable securities are Level 1, while derivative liabilities are Level 2. Most other financial instruments approximate fair value due to their short-term nature - Fair value estimates are subjective and classified into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[90][91] - The fair value of the Company's marketable securities uses Level 1 inputs, while the derivative liability uses Level 2 inputs[92] - The carrying value of cash, receivables, accounts payable, accrued liabilities, and short-term loans payable approximate their fair value due to their short-term nature[92] Financial Risk Factors The Company faces credit risk (primarily cash and promissory notes), significant liquidity risk due to reliance on financings, and market risks including foreign currency fluctuations and commodity/equity price volatility, with limited exposure to interest rate risk - Credit risk is managed by placing cash with major Canadian financial institutions[93] - The Company is exposed to significant liquidity risk and is dependent on obtaining regular financings to continue as a going concern, with no guarantee of future financings[94] - Market risk includes foreign currency risk (CAD relative to USD), commodity price risk (gold and lithium), and equity price risk, which are closely monitored[95][97][98] - The Company has limited exposure to interest rate risk as it has cash balances and no variable interest-bearing debt[96] 14. Supplemental Disclosures with Respect to Cash Flows Non-Cash Investing and Financing Transactions Significant non-cash transactions for the period ended June 30, 2025, included $2,784 in accounts payable related to exploration assets, the issuance of 30,000 common shares for $150,000 for exploration assets, and $35,097 in prepaid deposits for exploration assets - Included in accounts payable and accrued liabilities was $2,784 related to exploration and evaluation assets[103] - Issued 30,000 common shares with a fair value of $150,000 for the acquisition of exploration and evaluation assets[103] - Included in prepaid deposits was $35,097 related to exploration and evaluation assets[103] 15. Commitments Flow-Through Expenditures The Company has commitments to incur $5,690,484 in qualifying Canadian exploration expenditures by December 31, 2025, from flow-through share issuances. The flow-through premium liability decreased to $1,307,926 due to a recovery recognized in profit or loss - The Company is committed to spend $5,690,484 on qualifying Canadian exploration expenditures by December 31, 2025, from flow-through and charitable flow-through private placements[101] Flow-Through Premium Liability (CAD) | Metric | June 30, 2025 | March 31, 2025 | | :------------------------- | :------------ | :------------- | | Balance, opening | $1,791,526 | $11,666 | | Recovery of flow-through premium liability | $(483,600) | $(120,902) | | Balance, closing | $1,307,926 | $1,791,526 | - During the period ended June 30, 2025, the Company recognized a recovery of flow-through premium liability of $483,600 in profit or loss[102] 16. Spin-Out Transaction Arrangement Details and Deconsolidation On January 31, 2025, Foremost completed a spin-out transaction, transferring 100% of Sierra's shares to Rio Grande. This resulted in the deconsolidation of Sierra and Rio Grande, the issuance of promissory notes by Rio Grande, and modifications to Foremost's stock options, RSUs, and warrants, leading to a total gain on spin-out of $2,391,814 - On January 31, 2025, Foremost completed an Arrangement to spin out 100% of Sierra's shares into Rio Grande, leading to the deconsolidation of Sierra and Rio Grande[104] - As a condition, Rio Grande issued a $677,450 promissory note to related parties and a $520,000 unsecured promissory note to Foremost[108] - The Arrangement involved modifications to Foremost's stock options, restricted share units (RSUs), and share purchase warrants, exchanging them for new Foremost or Rio Grande equivalents[106][109][111][113] Gain on Spin-Out Transaction (CAD) | Metric | Amount | | :------------------------- | :----- | | Carrying value of net assets | $212,967 | | Fair value of net assets transferred | $2,604,781 | | Gain on spin-out | $2,391,814 | - The Company recognized $1,914,814 of the gain on spin-out during the year ended March 31, 2025, and realized the remaining gain of $477,000 during the period ended June 30, 2025[112] 17. Contingencies Legal Claim Assessment The Company is facing a wrongful dismissal claim from a former officer, seeking unspecified damages. At this time, the probability and amount of any potential loss are not determinable, and no accrual has been made in the financial statements - On June 3, 2025, the Company was served a statement of claim by a former officer alleging wrongful dismissal and seeking unspecified damages[116] - The probability and amounts of any potential loss are not determinable at this time, and no amounts have been accrued for any potential liability[117] - A material adverse effect on operations, cash flows, and financial position could occur if an unfavorable outcome results in a material accrual, adverse judgment, or significant settlement[118] 18. Subsequent Events Events After Reporting Period Subsequent to June 30, 2025, the Company issued common shares from option exercises and for the Jean Lake Property option agreement, and granted 413,100 RSUs to directors, officers, and consultants - Issued 19,556 common shares upon exercise of options for gross proceeds of $49,086[119] - Issued 17,361 common shares pursuant to the Jean Lake Property option agreement[119] - Granted 413,100 RSUs to its directors, officers, and certain consultants, vesting in three equal installments on April 1, 2026, April 1, 2027, and April 1, 2028[119]