Mr. David Cates reports
FOREMOST TO FORM JOINT VENTURES WITH DENISON FOR GR AND BLACKWING PROPERTIES AND TO ISSUE WARRANTS AT A SIGNIFICANT PREMIUM
Foremost Clean Energy Ltd. has entered into an agreement with Denison Mines Corp. to sell a 31-per-cent interest in the GR and Blackwing properties, form two exploration joint ventures, and issue 1,031,191 share purchase warrants in exchange for total consideration of $650,000. The warrants will have an exercise price of $1.80 per warrant share, which represents over a 175-per-cent premium to Foremost's closing share price on Oct. 22, 2026, and will have a five-year term.
David Cates, interim chief executive officer of Foremost, commented:
"The GR and Blackwing properties are located in the northwestern portion of the Athabasca basin region, and are situated along the Grease River shear zone and the Black Bay fault, respectively -- both of which are geologically prospective areas that have historically been subject to little or no exploration. While these properties have the potential to become a new area of exploration focus in the region, the scale of the properties and the annual work expenditures required to keep the claims in good standing are significant. As a result, forming joint ventures with Denison is an ideal arrangement for Foremost, whereby Foremost retains exposure to potential future exploration success without having to carry the full cost of exploring this district-scale area."
Completion of the transaction is expected to take place on or about Nov. 2, 2026, subject to receipt of all regulatory and stock exchange approvals and other customary closing conditions.
GR and Blackwing highlights:
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Foremost and Denison agree to form two exploration JVs on closing, where Foremost retains a 20-per-cent ownership interest in each of the properties.
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The GR property is composed of 16 mineral claims covering 78,585 hectares, and the Blackwing property is composed of three mineral claims covering 12,627 hectares.
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Denison will be responsible for financing 80 per cent of future expenditures, pursuant to the JV agreements, and commits to either carry out geophysical studies or make deficiency deposits to maintain the properties until at least Jan. 4, 2028.
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Foremost expects Denison will carry out geophysical studies within the next 12 months to further define the exploration potential of the properties and generate future drill targets.
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Foremost retains an option to decide within six months of the earlier of completion of the initial geophysical surveys or the date of the last of the initial expenditures whether it: (i) finances its share of initial expenditures; or (ii) dilutes its ownership pursuant to the terms of the JVs.
Warrant terms:
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On closing, Foremost will issue 1,031,191 warrants with an exercise price of $1.80 per warrant share and a term of five years.
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An exercise price of $1.80 represents over a 175-per-cent premium to Foremost's closing share price of 64 cents on Oct. 22, 2026.
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The number of warrants exercisable by Denison at any time is limited to such number of warrants that, if exercised, would not result in Denison's ownership of Foremost exceeding 19.95 per cent.
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At maturity, if exercise of any remaining warrants would result in the holder exceeding the ownership cap, then Foremost will either: (a) apply for and obtain an extension of the term of the warrants for such duration as may be approved by the Canadian Securities Exchange; or (b) purchase from the holder any remaining warrants not exercisable due to the ownership cap based on the differential between the exercise price and the current market price for each warrant share.
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The warrants will be subject to a four-month hold period and thereafter will be transferable.
Amended and restated option agreement:
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The option agreement entered into between Denison and Foremost on Sept. 23, 2024, included 10 properties, and will be amended and restated on closing to exclude the GR and Blackwing properties such that Foremost will no longer have any right to increase its ownership interest in those two properties.
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Accordingly, any subsequent expenditures incurred by Foremost in connection with the GR and Blackwing properties will be governed by the applicable JV agreements, and will not count toward satisfaction of option tranche 3 under, and as defined in, the A&R option agreement.
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The A&R option agreement will preserve Foremost's right to complete option tranche 3 and earn an additional 19-per-cent interest (for an aggregate interest of 70 per cent) in seven of the remaining eight properties under option from Denison and a minimum 51-per-cent interest in Hatchet Lake; by: (i) completing $12.0-million in eligible exploration expenditure on the remaining eight properties by July 9, 2029; and (ii) payment to Denison of $2.5-million in additional consideration in a combination of cash or common shares of Foremost.
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The full details of the A&R option agreement will be available under Foremost's profile on SEDAR+.
National investor relations and television campaign
The company has extended its previous engagement with RedChip Companies Inc. to provide marketing services from mid-October, 2026, to April, 2027, at a cost of $11,000 (U.S.) per month.
Additionally, RedChip has secured a two-week national television campaign for Foremost, featuring a 30-second advertisement on CNBC, Fox Business, Bloomberg TV and other platforms, to raise awareness about the company. The campaign is scheduled to commence during the second half of October at a cost of $150,000 (U.S.) payable to RedChip.
No securities will be issued to RedChip as compensation. To the company's knowledge, RedChip (including its directors and officers) holds no securities of the company and maintains an arm's-length relationship.
Nasdaq compliance notification
The company received a notification letter from the Nasdaq Stock Market LLC indicating that the company is not currently in compliance with Nasdaq listing rule 5550(a)(2). This rule requires listed securities to maintain a minimum bid price of $1 (U.S.) per share, and the company's common shares have closed below this threshold for 30 consecutive business days from Sept. 4, 2026, to Oct. 16, 2026.
The notification letter does not immediately affect the listing or trading of Foremost's common shares on the Nasdaq Capital Market under the symbol FMST. In accordance with Nasdaq listing rule 5810(c)(3)(A), Foremost has been granted a 180-calendar-day compliance period, ending on April 19, 2027, to regain compliance with the minimum bid price requirement. To achieve compliance, the closing bid price of the company's common shares must meet or exceed $1 (U.S.) for a minimum of 10 consecutive business days during this period.
If Foremost does not regain compliance by April 17, 2027, the company may be eligible for an additional 180-calendar-day grace period, provided it meets the continued listing requirement for market value of publicly held shares ($1-million (U.S.)) and all other initial listing standards for the Nasdaq Capital Market, except for the bid price requirement. The company would also need to notify Nasdaq of its plans to cure the deficiency.
Foremost's management is evaluating all available options to address the bid price deficiency, including increased investor awareness, and remains committed to maintaining its Nasdaq listing. The company's business operations, financial condition and corporate strategy are unaffected by this notification. Foremost is disclosing this notification as required by Nasdaq rules within four business days of receipt.
Qualified person
The technical content of this news release has been reviewed and approved by Cameron MacKay, PGeo, vice-president of exploration for Foremost, a qualified person under National Instrument 43-101.
About Foremost Clean Energy Ltd.
Foremost is a North American uranium, lithium and gold exploration company strategically positioned to support the long-term growth in demand expected for reliable, carbon-free energy sources.
The company has a portfolio of 10 property interests spanning over 330,000 acres in the prolific, uranium-rich Athabasca basin region of Northern Saskatchewan, including an option from Denison to earn an up-to-70-per-cent interest in eight prospective uranium properties (except for the Hatchet Lake, where Foremost can earn up to 51 per cent), plus a minority ownership interest (20 per cent) in the GR and Blackwing joint ventures with Denison.
The company's uranium exploration efforts benefit from access to extensive historic drilling and geophysical data for targeting high-potential, mineralized trends. To date, Foremost has completed geophysical surveys and multiple drill campaigns that have generated encouraging results and defined high-priority exploration targets for follow-up drilling.
Foremost also has a portfolio of lithium-focused projects at varying stages of development spanning 43,000-plus acres in Manitoba, providing exposure to other critical materials essential in electrification and energy storage.
We seek Safe Harbor.
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