VANCOUVER, British Columbia, March 17, 2026 (GLOBE NEWSWIRE) -- Foremost Clean Energy Ltd. (NASDAQ:FMST) (CSE:FAT) ("Foremost" or the "Company"), is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., as lead underwriter and sole bookrunner (the "Underwriter"), in connection with a "bought deal" private placement of 1,618,000 units of the Company (the "Units") at a price of C$3.40 per Unit (the "Issue Price") for aggregate gross proceeds of $5.5 million (the "Offering").
Each Unit shall consist of one common share of the Company and one half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"), each of which will qualify as a "flow through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each Warrant shall be exercisable to acquire one common share of the Company (a "Warrant Share") for a period of 24 months from the Closing Date (as defined herein) at an exercise price of C$4.40 per Warrant Share.
Foremost's largest shareholder, Denison Mines Corp. ("Denison"), has the right to participate in the Offering pursuant to an investor rights agreement. Accordingly, the Offering may result in Denison acquiring up to such number of additional common shares as it would to bring its ownership to approximately 19.95% of the issued and outstanding common shares of the Company on a post-closing basis.
The Company has granted the Underwriter an option exercisable at any time up to 48 hours prior to the Closing Date, to purchase up to an additional 242,700 Units at the Issue Price per Unit, which, if exercised in full, would result in additional gross proceeds of $825,180, which amount, if any, will constitute an additional part of the Offering.
The Company will use an amount equal to the gross proceeds of the Offering to incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as such terms are defined in the Tax Act) (the "Qualifying Expenditures") on the Company's mineral projects in Canada on or before December 31, 2027, and will renounce all the Qualifying Expenditures in favour of the purchasers or substituted purchasers of the Units effective December 31, 2026. In the event that the Company is unable to renounce Qualifying Expenditures as described above, and/or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will indemnify each affected purchaser or substituted purchaser for additional Canadian income taxes payable by such purchaser or substituted purchaser as a result of the Company's failure to incur and renounce the Qualifying Expenditures or as a result of the reduction as agreed.
The Offering is expected to close on or about April 7, 2026 (the "Closing Date"), or such other date as the ...
