Foremost Clean Energy Ltd. (
NASDAQ:
FMST) (
CSE: FAT)
(“
Foremost” or the “
Company”), an
emerging North American uranium and lithium exploration company, is
pleased to announce that further to its press release dated October
24, 2024 and as a result of strong investor demand, the Company has
increased the maximum gross proceeds of its previously announced
best efforts private placement (the "
Marketed
Offering") from C$7,000,001 to C$9,500,000. The revised
Marketed Offering is comprised of the following:
- up to 1,500,000
units of the Company (the “Units”) at a price of
C$3.00 per Unit (the “Unit Price”) for gross
proceeds of up to C$4,500,000 from the sale of Units; and
- gross proceeds of
up to C$5,000,000 from the sale of any combination of (i)
flow-through units of the Company (the “FT Units”)
at a price of C$3.50 per FT Unit, and (ii) FT Units to be sold to
charitable purchasers (the “Charity FT Units”, and
together with the Units and FT Units, the “Offered
Securities”) at a price of C$4.55 per Charity FT
Unit.
Red Cloud Securities Inc. is acting as lead
agent and sole bookrunner on behalf of a syndicate of agents
(collectively, the “Agents”) in connection with
the Offering. The Agents will have an option, exercisable in full
or in part, up to 48 hours prior to the closing of the Offering, to
sell up to an additional C$1,000,000 in any combination of Units,
FT Units and Charity FT Units at their respective offering prices
(the “Agents’ Option”, and together with the
Marketed Offering, the “Offering”).
As previously announced, Foremost’s largest
shareholder, Denison Mines Corp. (TSX:DML, NYSE American: DNN)
(“Denison”), has indicated that it will
participate in the Offering up to an amount that will maintain its
holdings in Foremost at approximately 19.95% following the
completion of the Offering, pursuant to its rights under the Option
Agreement with Foremost announced on September 24, 2024. Denison is
a leading Athabasca Basin-focused uranium mining, development, and
exploration company with a market capitalization of approximately
C$2.7 billion. Denison’s current focus is advancing the
development-stage Wheeler River project, which represents the
largest undeveloped uranium mining project in the infrastructure
rich eastern portion of the Athabasca Basin.
Each Unit will consist of one common share of
the Company (each, a “Unit Share”) and one common
share purchase warrant (each, a “Warrant”). Each
FT Unit and Charity FT Unit will consist of one common share of the
Company to be issued as a “flow-through share” within the meaning
of subsection 66(15) of the Income Tax Act (Canada) (each, a
“FT Share”) and one Warrant. Each Warrant shall
entitle the holder to purchase one common share of the Company
(each, a “Warrant Share”) at a price of C$4.00 at
any time on or before that date which is 24 months after the
closing date of the Offering.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”), the Units and
Charity FT Units (collectively, the “LIFE
Securities”) will be offered for sale to purchasers in the
provinces of Alberta, British Columbia, Manitoba, Ontario, Québec
and Saskatchewan (the “Canadian Selling
Jurisdictions”) pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 (the “Listed Issuer
Financing Exemption”). The Unit Shares, FT Shares and
Warrant Shares issuable pursuant to the sale of the LIFE Securities
are expected to be immediately freely tradeable under applicable
Canadian securities legislation if sold to purchasers resident in
Canada.
Any Units and Charity FT Units sold in excess of
gross proceeds of C$5,000,000 as well as the FT Units
(collectively, the “Non-LIFE Securities”) will be
offered by way of the “accredited investor” and “minimum amount
investment” exemptions under NI 45-106 in the Canadian Selling
Jurisdictions, or in the case of the Units, also in offshore
jurisdictions and the United States on a private placement basis
pursuant to one or more exemptions from the registration
requirements of the U.S. Securities Act. The Unit Shares, FT Shares
and Warrant Shares issuable pursuant to the sale of the Non-LIFE
Securities will be subject to a hold period ending on the date that
is four months plus one day following the closing date of the
Offering under applicable Canadian securities laws.
The Company intends to use the net proceeds from
the Offering primarily for exploration expenditures on the
Company’s uranium properties in the Athabasca Basin in Saskatchewan
as well as for working capital and general corporate purposes. The
gross proceeds from the issuance of the FT Shares will be used for
Canadian exploration expenses and will qualify, once renounced to a
subscriber that is an individual (other than a trust), as
“flow-through critical mineral mining expenditures”, as defined in
subsection 127(9) of the Income Tax Act (Canada) (the
“Qualifying Expenditures”), which will be incurred
on or before December 31, 2025 and renounced to the subscribers of
the FT Units and Charity FT Units with an effective date no later
than December 31, 2024 in an aggregate amount not less than the
gross proceeds raised from the issue of the FT Shares. If the
Qualifying Expenditures are reduced by the Canada Revenue Agency,
the Company will indemnify each subscriber of FT Units and Charity
FT Units for any additional taxes payable by such subscriber as a
result of the Company’s failure to renounce the Qualifying
Expenditures as agreed.
The Offering is scheduled to close on November
13, 2024, or such other date as the Company and the Agents may
agree, and is subject to certain conditions including, but not
limited to, receipt of all necessary approvals including the
approval of the Canadian Securities Exchange and no objection from
the Nasdaq Capital Market.
There is an amended offering document related to
the Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company’s website at
www.foremostcleanenergy.com. Prospective investors should read this
amended offering document before making an investment decision.
The securities offered have not been, nor will
they be, registered under the U.S. Securities Act, as amended, or
any state securities law, and may not be offered, sold or
delivered, directly or indirectly, within the United States, or to
or for the account or benefit of U.S. persons, absent registration
or an exemption from such registration requirements. This news
release does not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of securities in any
state in the United States in which such offer, solicitation or
sale would be unlawful.
About Foremost
Foremost Clean Energy (NASDAQ: FMST) (CSE: FAT)
(WKN: A3DCC8) is an emerging North American uranium and lithium
exploration company with an option to earn up to a 70% interest in
10 prospective uranium properties (with the exception of the
Hatchet Lake, where Foremost is able to earn up to 51%) spanning
over 330,000 acres in the prolific, uranium-rich Athabasca Basin
region of northern Saskatchewan. As the demand for carbon-free
energy continues to accelerate, domestically mined uranium and
lithium are poised for dynamic growth, playing an important role in
the clean energy mix of the future. Foremost’s uranium projects are
at different stages of exploration, from grassroots to those with
significant historical exploration and drill-ready targets. The
Company’s mission is to make significant discoveries, alongside and
in collaboration with Denison (TSX:DML, NYSE American: DNN),
through systematic and disciplined exploration programs.
Foremost also has a portfolio of lithium
projects at varying stages of development, which are located across
55,000+ acres in Manitoba and Quebec. For further information
please visit the company’s website at
www.foremostcleanenergy.com.
Contact and Information
CompanyJason Barnard, President
and CEO+1 (604) 330-8067info@foremostcleanenergy.com
Investor RelationsLucas A.
ZimmermanManaging DirectorMZ Group - MZ North America(949)
259-4987FMST@mzgroup.uswww.mzgroup.us
Follow Us Or Contact Us On Social
Media:Twitter: @fmstcleanenergyLinkedin:
https://www.linkedin.com/company/foremostcleanenergy/Facebook:
https://www.facebook.com/ForemostCleanEnergy/
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. Such forward-looking statements and forward-looking
information include, but are not limited to, statements concerning
the Company's expectations with respect to the Offering, including
the proposed participation by Denison and the size of that
participation; the use of proceeds of the Offering; completion of
the Offering and the date of such completion. 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 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, continuity of agreements with third parties and
satisfaction of the conditions to the Transaction, risks and
uncertainties associated with the environment, delays in obtaining
governmental approvals, permits or financing. 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, 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, 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 on Sedar+ at
www.sedarplus.ca and on Edgar at www.sec.gov 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.
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