Foremost Clean Energy Provides Clarity Around Halt and Effective Date
Rhea-AI Summary
Foremost Clean Energy (NASDAQ: FMST) has clarified details regarding its previously announced spin-out of gold and silver properties into Rio Grande Resources. The company addressed confusion stemming from a CSE bulletin that incorrectly stated January 30, 2025, as the effective date for the arrangement. The correct effective date is January 31, 2025.
Due to the erroneous information about delisting Foremost shares on January 29, trading was halted. Under the arrangement, shareholders will receive one new Foremost share and two Rio Grande shares for each Foremost share held as of the Surrender Date. Trading of the New Foremost Shares will commence on the effective date.
Positive
- Spin-out arrangement proceeding as planned with clear effective date
- Shareholders to receive 2 Rio Grande shares for each Foremost share held
- Strategic separation of gold and silver assets into standalone public company
Negative
- Trading halt due to administrative confusion
- Temporary market disruption from incorrect bulletin information
Insights
This corporate restructuring represents a significant strategic move that will reshape Foremost Clean Energy's business focus and shareholder value proposition. The spin-out transaction creates two distinct investment vehicles: Foremost will continue as a pure-play clean energy exploration company focused on uranium and lithium, while Rio Grande Resources will hold the gold and silver assets.
The 2:1 distribution ratio for Rio Grande shares (two shares for each Foremost share) suggests management believes substantial value exists in the precious metals portfolio. This generous allocation could indicate confidence in the gold and silver assets' potential, particularly given the current macroeconomic environment where precious metals often serve as inflation hedges.
The separation of assets into distinct entities is strategically sound for several reasons:
- Enhanced market visibility for each business segment
- Improved ability to attract sector-specific investors
- Better alignment of capital allocation with each sector's unique requirements
- Potential for more accurate market valuations based on sector-specific metrics
The dual-listing structure on both NASDAQ and CSE provides important benefits:
- Access to broader investor base across North American markets
- Enhanced trading liquidity
- Greater flexibility for future capital raising
While the trading halt due to date confusion is unfortunate, it's a minor technical issue that shouldn't impact the long-term strategic benefits of this transaction. The clean separation of assets allows investors to more precisely target their exposure to either the clean energy or precious metals sectors, potentially leading to more efficient market valuations for both entities.
VANCOUVER, British Columbia, Jan. 30, 2025 (GLOBE NEWSWIRE) -- Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) ("Foremost" or the "Company"), an emerging North American uranium and lithium exploration company, wishes to provide clarity as a result of a CSE bulletin issued yesterday (the “Original Bulletin”) which indicated that the effective date of the previously announced spin out (the "Spin-Out") of its gold and silver properties into a new stand-alone public company named Rio Grande Resources Ltd. ("Rio Grande"), pursuant to a plan of arrangement (the "Arrangement") was anticipated to occur on January 30, 2025.
The Original Bulletin did not reflect the updated anticipated effective date of January 31, 2025 (the “Effective Date”) announced by Foremost in its news release of January 29, 2025. The CSE has since issued a revised bulletin today correcting the Original Bulletin and reflecting the correct effective date of the Arrangement of January 31, 2025.
However, as a result of the erroneous information circulated in the Original Bulletin, particularly in respect of the delisting of Foremost’s common shares (“Foremost Shares”) on January 29, 2025, it was necessary to halt trading in the Foremost Shares today.
With the anticipated effectiveness of the Arrangement tomorrow, shareholders of Foremost immediately prior to the Effective Date will receive one (1) new common share of Foremost (each a "New Foremost Share") and two (2) common shares of Rio Grande (the "Rio Grande Shares" and, together with the New Foremost Shares, the "Consideration Shares") for each common share of Foremost ("Foremost Share") held as of the Surrender Date. The New Foremost Shares will begin trading at that time.
About Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A40NYU) is an emerging North American uranium and lithium exploration company. The Company holds an option to earn up to a
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
Company
Jason Barnard, President and CEO
+1 (604) 330-8067
info@foremostcleanenergy.com
Investor Relations
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
FMST@mzgroup.us
www.mzgroup.us
Follow us or contact us on social media:
X: @fmstcleanenergy
LinkedIn: 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, completion of the Spin-Out, the Surrender Date and the effective date of the Arrangement, approval of the reclassification of the Foremost Shares to New Foremost Shares, the listing of the Rio Grande Shares on the CSE and the proposed benefits of the Spin-Out. 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, the satisfaction of the conditions to the Arrangement, risks and uncertainties associated with the environment and 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 on SEDAR+ and Edgar. 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. 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 CSE has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
FAQ
When is the effective date for Foremost Clean Energy's (FMST) spin-out arrangement?
What will FMST shareholders receive in the spin-out arrangement?
Why was trading of FMST shares halted on January 30, 2025?
What assets are being spun out from FMST into Rio Grande Resources?
