Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) is pleased to announce that it has completed its previously announced bought deal private placement for aggregate gross proceeds of C$5,746,680, including C$245,480 from the partial exercise of the Underwriter’s (as defined below) option. The Offering was led by Canaccord Genuity Corp.  as lead underwriter and sole bookrunner.

Under the Offering, the Company issued an aggregate of 1,690,200 flow-through units of the Company at a price of C$3.40 per FT Unit, which includes 72,200 FT Units issued pursuant to the partial exercise of the Underwriter’s option. Each FT Unit consists of one common share of the Company and one half of one common share purchase warrant, each of which qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each FT Warrant entitles the holder to acquire one common share of the Company at an exercise price of C$4.40 per Warrant Share at any time on or before March 31, 2028, being 24 months from the closing date of the Offering.

In consideration for its services in connection with the Offering, the Underwriter r eceived (i) a cash commission equal to 6.0% of the gross proceeds of the Offering, other than in respect of FT Units issued to certain purchasers on a president’s list agreed upon by the Company and the Underwriter, in which case the cash commission was equal to 2.0% of the gross proceeds of the Offering, and (ii) Broker Warrants equal to 6.0% of the number of FT Units sold under the Offering, other than in respect of FT Units issued to purchasers on the President’s List, in which case the Underwriter received Broker Warrants equal to 2.0% of the number of FT Units sold to subscribers on the President’s List. Each Broker Warrant is exercisable to acquire one common share of the Company at an exercise price of C$3.40 per Broker Warrant Share at any time on or before March 31, 2028.

The FT Units were offered pursuant to applicable exemptions from the prospectus requi rements under National Instrument 45-106 – Prospectus Exemptions in the provinces of British Columbia, Alberta, Ontario and Quebec. The FT Shares, FT Warrants and Warrant Shares issued pursuant to the Offering, and the Broker Warrants and Broker Warrant Shares, are subject to a hold period of four months and one day from the closing date of the Offering in accordance with applicable Canadian securities laws.

Certain directors of the Company participated in the Offering for an aggregate subscription of 63,000 FT Units, which is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the aggregate participati on of the insiders in the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

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) on the Company’s mineral properties in Saskatchewan and Manitoba on or before December 31, 2027, and will renounce all the Qualifying Expenditures in favour of the purchasers or substituted purchasers of the FT 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 securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United State s.

About Foremost

Foremost Clean Energy Ltd. is a North American uranium and lithium exploration company strategically positioned to support the accelerating demand for reliable, carbon-free energy. As artificial intelligence, data centers, and electrification drive unprecedented growth in global power consumption, the expanding need for reliable nuclear baseload power creates a direct and critical imperative for the sustained exploration required to secure its uranium feedstock.

The Company holds an option from Denison to earn up to 70% interest in 10 prospective uranium properties (except for the Hatchet Lake, where Foremost can earn up to 51%), spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin region of northern Saskatchewan. The Company employs a data-driven exploration strategy supported by extensive historic drilling and geoph ysical data across its portfolio, including programs completed by Denison providing a validated roadmap and competitive advantage 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, discovery ready targets for follow-up drilling.

Foremost also has a portfolio of lithium projects at varying stages of development spanning 43,000+ acres in Manitoba, providing exposure to other critical materials essential in electrification and energy storage.