Foremost Clean Energy closes $5.74-million financing

Executive Summary

• Foremost Clean Energy Ltd. has closed a bought deal private placement of flow-through units, raising aggregate gross proceeds of C$5,746,680.
• The offering included the partial exercise of the underwriter's over-allotment option, resulting in the issuance of 1,690,200 flow-through units at $3.40 per unit.
• Proceeds are designated for Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures on properties in Saskatchewan and Manitoba.

Key Details

• Gross Proceeds: C$5,746,680 (including C$245,480 from the partial exercise of the underwriter's option).
• Units Issued: 1,690,200 flow-through (FT) units.
• Price Per Unit: $3.40 CAD.
• Underwriter: Canaccord Genuity Corp. (lead underwriter and sole bookrunner).
• Unit Composition: Each FT unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Each FT warrant entitles the holder to acquire one common share at an exercise price of $4.40.
  • Warrants are exercisable on or before March 31, 2028 (24 months from closing).
• Underwriter Compensation:
  • Cash commission: 6.0% of gross proceeds (2.0% for units issued to certain "president's list" purchasers).
  • Broker warrants: 6.0% of the number of FT units sold (2.0% for "president's list" purchasers).
  • Broker warrant exercise price: $3.40 per share.
  • Broker warrant expiry: March 31, 2028.
• Hold Period: Four months and one day from the closing date for FT units, FT warrants, warrant shares, broker warrants, and broker warrant shares.
• Insider Participation: Certain directors subscribed for an aggregate of 63,000 FT units (related party transaction).
• Use of Proceeds: To incur Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures on mineral properties in Saskatchewan and Manitoba.
• Renunciation Date: Qualifying expenditures to be renounced in favor of purchasers effective December 31, 2026.
• Expenditure Deadline: Expenses must be incurred on or before December 31, 2027.
• Indemnification: Company will indemnify purchasers for additional Canadian income taxes if it fails to incur/renounce qualifying expenditures or if expenditures are reduced by the Canada Revenue Agency.
• Regulatory Basis: Offered pursuant to exemptions under National Instrument 45-106 in British Columbia, Alberta, Ontario, and Quebec.