Foremost Clean Energy to Issue Shares to Denison Mines Corp. Under Investor Rights Agreement, Strengthening its Treasury

Rhea-AI Summary

Foremost Clean Energy (NASDAQ: FMST) will issue 137,590 common shares to Denison Mines under an Investor Rights Agreement, at $2.44 per share, raising $335,719.60.

Proceeds will fund exploration of Foremost’s 330,000-acre Athabasca Basin uranium portfolio and general corporate purposes. Denison’s ownership will rise from 15.1% to about 15.8% of Foremost’s shares.

Positive

• Private placement raises $335,719.60 in new equity capital
• Issue price set at $2.44 per Foremost common share
• Proceeds earmarked for Athabasca Basin uranium exploration and corporate uses
• Denison Mines’ stake increases to about 15.8% of Foremost shares
• Strategic investor holds 607,600 warrants, about 17% of warrants outstanding

Negative

• New issue of 137,590 shares dilutes existing Foremost shareholders
• Denison’s larger 15.8% position increases shareholder concentration risk

News Market Reaction – FMST

-2.87%

1 alert

-2.87% Session close to close

$24.21M Market Cap

0.1x Rel. Volume

In the May 19 session, FMST declined 2.87%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement detailed Denison’s exercise of equity participation rights, adding $335,719.60 at ...

Analysis

This announcement detailed Denison’s exercise of equity participation rights, adding $335,719.60 at $2.44 per share and modestly increasing its ownership in Foremost. The funds were earmarked for advancing the 330,000‑acre Athabasca Basin uranium portfolio, including Hatchet Lake, where intervals such as 1.0% eU₃O₈ over 1.4 m were previously reported. Investors may track future financings, exploration milestones, and updates to the company’s going‑concern disclosures.

Key Figures

Shares to Denison: 137,590 shares Issue price: $2.44 per share Private Placement proceeds: $335,719.60 +5 more

8 metrics

Shares to Denison 137,590 shares Common shares issued in Private Placement under Denison IRA

Issue price $2.44 per share Subscription price for Denison’s equity participation right

Private Placement proceeds $335,719.60 Aggregate consideration from Denison share subscription

Athabasca land package 330,000 acres / 133,500+ hectares Foremost Athabasca Basin uranium portfolio size

Hatchet Lake interval 1.0% eU₃O₈ over 1.4 m Within 4.6 m of 0.34% eU₃O₈ at Hatchet Lake Uranium Project

Denison ownership before 2,462,410 shares (15.1%) Foremost common shares held prior to new issuance

Denison ownership after 2,600,000 shares (15.8%) Expected Foremost common shares after new issuance

Net loss $4.17 million Net loss for nine months ended December 31, 2025 (Form 6-K)

Historical Context

5 past events · Latest: May 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 13	Drill results update	Positive	+7.3%	Reported 2026 Hatchet Lake South drill mineralization extending Tuning Fork Uranium Zone.
May 05	Geophysical survey results	Positive	+9.7%	Released MobileMT and ANT survey results defining targets at CLK uranium property.
Apr 15	High-grade drill hits	Positive	+3.9%	Announced high-grade unconformity mineralization expanding Hatchet Lake South zone.
Mar 05	Investor webinar	Neutral	-6.1%	Promoted investor webinar on portfolio, Denison option, and exploration plans.
Mar 02	Drill program start	Positive	+2.2%	Commenced ~5,000 m winter drill program at Hatchet Lake uranium project.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent exploration updates have often coincided with positive price reactions, while investor-relations events have seen at least one negative divergence.

Recent Company History

Over the last few months, Foremost has focused on Athabasca Basin uranium exploration, reporting drill success at Hatchet Lake South with intervals such as 1.0% eU₃O₈ over 1.4 m and expanding the Tuning Fork zone. Surveys at the CLK property and a winter drill program at Hatchet Lake supported this exploration push. Several of these updates saw positive price reactions. Today’s share issuance to Denison adds capital for this same exploration trajectory and general corporate purposes.

Key Terms

bought deal private placement, flow through units, hold period, early warning requirements, +3 more

7 terms

bought deal private placement financial

"The share issuances were related to the closing of a bought deal private placement of flow through units."

A bought deal private placement is when an investment bank agrees up front to buy all the new securities a company wants to sell, then turns around and resells them to a set of private investors. It matters to investors because it gives the company quick, certain funding but often at a discounted price that can dilute existing holders; for buyers it signals that a professional underwriter was willing to take the deal risk, while also limiting public price discovery.

flow through units financial

"The share issuances were related to the closing of a bought deal private placement of flow through units."

Flow-through units are investment securities that let a resource company pass its tax deductions from exploration or development costs directly to the investor, so the buyer can reduce their personal taxable income for that year. They matter to investors because they act like a temporary tax coupon attached to a stake in a project—improving after-tax returns and making financing of risky ventures more attractive, but also requiring careful assessment of the underlying project risk and tax timing.

hold period regulatory

"The common shares that will be issued pursuant to the Private Placement are subject to a hold period of four (4) months and one (1) day..."

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

early warning requirements regulatory

"This information is being provided under the early warning requirements of applicable securities laws."

Early warning requirements are rules that force large shareholders or insiders to publicly disclose when their ownership crosses specified thresholds, like when someone buys or sells a big chunk of a company's stock. They matter to investors because these disclosures act like a public alert—similar to a neighborhood note when someone starts renovating a house—signaling potential changes in control, strategy, or market sentiment that can affect a stock’s price and risk.

National Instrument 62-103 regulatory

"...pursuant to National Instrument 62-103 in respect of the change in its common shareholdings..."

National Instrument 62-103 is a Canadian securities rule that requires public disclosure when someone builds a large ownership stake or launches a takeover attempt for a company’s shares. Think of it as a neighborhood rule that forces anyone buying a big slice of a pie to put up a sign so neighbors know a change of ownership might be coming. For investors it matters because these filings signal potential shifts in control, can move the stock price, and trigger other regulatory steps that affect trading and governance.

pre-emptive rights financial

"...may decide to acquire or dispose of additional securities of Foremost as future circumstances may dictate, including under its pre-emptive rights under the Investor Rights Agreement."

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

Regulation S regulatory

"...a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered..."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, British Columbia, May 19, 2026 (GLOBE NEWSWIRE) -- Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (“Foremost” or the “Company”) announces that further to the Amended & Restated Investor Rights Agreement dated July 23, 2025 (the “Denison IRA”) between the Company and Denison Mines Corp. (“Denison”, TSX: DML, NYSE American: DNN), Denison notified the Company of its intention to subscribe for common shares pursuant to its equity participation right relating to certain share issuances completed by the Company (see press release March 31, 2026). The share issuances were related to the closing of a bought deal private placement of flow through units.

In connection with the exercise of the equity participation right, the Company will issue 137,590 common shares to Denison at a price of $2.44 per share for aggregate consideration of $335,719.60 (the "Private Placement"). The common shares that will be issued pursuant to the Private Placement are subject to a hold period of four (4) months and one (1) day from the date of issuance in accordance with applicable securities laws. A copy of the Denison IRA is available on the Company's SEDAR+ profile.

The proceeds from the Private Placement will be used to advance exploration for the Company’s 330,000 acres/133,500+ hectare Athabasca Basin uranium portfolio, including its flagship Hatchet Lake Uranium Project, which recently returned 1.0% eU₃O₈ over 1.4 metres within 4.6m of 0.34% eU₃O₈ (see news release April 15, 2026) and for general corporate purposes.

Denison held 2,462,410 Foremost common shares, representing approximately 15.1% of Foremost's issued and outstanding shares prior to closing of the issuance to Denison. On completion of the issuance to Denison, Denison is expected to hold 2,600,000 Foremost common shares, representing approximately 15.8% of Foremost's then issued and outstanding shares. Denison also holds 607,600 Foremost warrants, representing approximately 17% of the issued and outstanding warrants of Foremost. This information is being provided under the early warning requirements of applicable securities laws. Denison will be filing an early warning report under the Company’s profile on SEDAR+ at www.sedarplus.ca pursuant to National Instrument 62-103 in respect of the change in its common shareholdings in Foremost upon closing of the Private Placement. The Foremost equities were acquired by Denison for investment purposes. The Company intends to review, on a continuous basis, various factors related to its investment in Foremost, and may decide to acquire or dispose of additional securities of Foremost as future circumstances may dictate, including under its pre-emptive rights under the Investor Rights Agreement. Denison’s head office is located at 1100 – 40 University Avenue, Toronto, Ontario M5J 1T1.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Foremost

Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) 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 geophysical 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.

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
Dave Gentry
RedChip Companies, Inc.
1-407-644-4256
1-800-REDCHIP (733-2447)
FMST@redchip.com

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. These statements relate to statements regarding the completion of the Private Placement, the expected use of proceeds thereof and the primary focus of the Company’s exploration program. 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 option agreement with Denison, 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. Please refer to the Company’s most recent filings under its profile 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

What did Foremost Clean Energy (NASDAQ: FMST) announce on May 19, 2026?

Foremost announced a private placement of common shares to Denison Mines. According to Foremost, it will issue 137,590 shares at $2.44 each, raising $335,719.60 under an amended Investor Rights Agreement.

How many FMST shares will Denison Mines buy and at what price?

Denison Mines will subscribe for 137,590 Foremost shares at $2.44 per share. According to Foremost, this equity participation totals $335,719.60 and is triggered by Denison’s rights under the Amended & Restated Investor Rights Agreement.

How does the Denison Mines private placement affect Foremost (FMST) ownership?

Denison’s ownership in Foremost will increase modestly. According to Foremost, Denison’s holdings will rise from 2,462,410 shares (15.1%) to about 2,600,000 shares, representing roughly 15.8% of Foremost’s issued and outstanding common shares.

What will Foremost Clean Energy use the $335,719.60 private placement proceeds for?

The funds will support uranium exploration and corporate needs. According to Foremost, proceeds will advance its 330,000-acre Athabasca Basin portfolio, including the Hatchet Lake Uranium Project, and be used for general corporate purposes.

Does the Foremost (FMST) private placement involve U.S. registration of the securities?

The private placement will not be registered in the United States. According to Foremost, the securities are not registered under the U.S. Securities Act and may not be offered or sold in the U.S. without an applicable exemption.

Are the new Foremost shares issued to Denison subject to a hold period?

Yes, the new shares will be subject to a statutory hold. According to Foremost, the common shares issued in the private placement carry a four-month-and-one-day hold period under applicable securities laws from the date of issuance.