Foremost to Form Joint Ventures with Denison for GR and Blackwing Properties and to Issue Warrants at a Significant Premium

Foremost would retain minority exploration interests while Denison funds 80% of future expenditures, with an initial funding election window.

Rhea-AI Summary

Foremost Clean Energy (FMST) agreed to sell Denison a 31% interest in GR and Blackwing and issue warrants for $650,000. Closing is expected on or about November 2, 2026, subject to regulatory and stock exchange approvals. Foremost would retain 20% in each exploration joint venture; Denison would fund 80% of future expenditures and maintain the properties until at least January 4, 2028. Foremost can defer its initial funding decision under a six-month election window, then contribute or dilute its interest.

The 1,031,191 warrants carry a $1.80 exercise price and five-year term. Amended options would preserve potential ownership increases in eight other properties, subject to spending and payment requirements. Separately, Foremost received a Nasdaq minimum-bid-price deficiency notice, with a compliance period ending April 19, 2027. Its listing and trading are not immediately affected. The company also committed to paid investor marketing.

6 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 10 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Transaction consideration of $650,000 would provide proceeds to Foremost. 7.7% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Denison would fund 80% of future expenditures and maintain the properties until at least January 4, 2028.
• Minor point. Forward-looking: it has not happened yet and may not happen.GR and Blackwing joint ventures would preserve Foremost’s 20% interest in each property.
• Minor point. Forward-looking: it has not happened yet and may not happen.Initial expenditure election provides Foremost a six-month window to contribute or accept ownership dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Foremost expects Denison to conduct geophysical studies within the next 12 months to generate drill targets.
• Minor point. Forward-looking: it has not happened yet and may not happen.Amended options preserve potential interests of 70% in seven properties and a minimum 51% in Hatchet Lake.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Nasdaq bid-price noncompliance follows 30 consecutive business days below US$1.00; the compliance period ends April 19, 2027.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Issuance of 1,031,191 five-year warrants at $1.80 creates potential shareholder dilution upon exercise.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Transaction closing remains subject to regulatory and stock exchange approvals, expected on or about November 2, 2026.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Remaining option interests require $12.0 million in eligible exploration spending by July 9, 2029.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Remaining option interests also require $2.5 million in additional consideration, payable in cash or common shares. 30% of market cap

5 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Ownership-cap restrictions at maturity require a warrant-term extension or purchase of warrants that cannot be exercised.
• Minor point. Forward-looking: it has not happened yet and may not happen.GR and Blackwing amendments remove Foremost’s right to increase ownership in those properties.
• Minor point. Forward-looking: it has not happened yet and may not happen.Unfunded initial expenditure contributions would dilute Foremost’s property interests under the joint venture terms.
• Minor point. Forward-looking: it has not happened yet and may not happen.RedChip marketing engagement costs USD$11,000 per month from mid-October 2026 to April 2027.
• Minor point. Forward-looking: it has not happened yet and may not happen.Two-week national television campaign costs USD$150,000, payable to RedChip.

News Explained

The 19.95% ownership cap limits how many warrants Denison may exercise at once; at maturity, any warrants still blocked by the cap must either be extended with Canadian Securities Exchange approval or bought back by Foremost at a price based on the gap between market price and exercise price.

Key Figures

Total consideration: $650,000 Interest sold: 31% Interest retained: 20% +5 more

Total consideration

$650,000

For the transaction

Interest sold

31%

Interest in the GR and Blackwing properties

Interest retained

20%

Ownership in each property through the joint ventures

Warrants issued

1,031,191 warrants

To be issued on closing

Warrant exercise price

$1.80 per warrant share

Over 175% premium to the stated October 22 closing share price of $0.64

Future expenditures funded by Denison

80%

Under the joint venture agreements

Minimum bid-price deficiency

Below US$1.00 for 30 consecutive business days

September 4 to October 16, 2026

Compliance period

180 calendar days

To regain Nasdaq minimum bid-price compliance

Historical Context

1 past event · Latest: Jul 09

1 event

1. Jul 09

   Denison option agreement

   24h Move

   -6.2%

   Phase 2 secured 51% interests in 10 projects and retained a path to Phase 3.

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

Key Terms

share purchase warrants, geophysical studies, hold period

3 terms

share purchase warrants financial

"issue 1,031,191 share purchase warrants"

A share purchase warrant is a tradable certificate that gives its holder the right to buy a company's stock at a set price within a specified time window. Think of it like a coupon that lets you purchase shares later at a fixed rate; for investors it offers leveraged upside if the stock rises, but can also dilute existing owners when exercised and affects the company’s future share count and value.

geophysical studies technical

"carry out geophysical studies or make deficiency deposits"

Surveys that measure physical properties of the ground and subsurface to map geological structures and identify potential mineral, oil, gas or groundwater targets. Common methods include seismic, gravity, magnetic, electromagnetic and electrical-resistivity techniques; instruments record variations in density, magnetism, conductivity or the travel time of waves, and the raw measurements are processed into maps or 3D models used to target drilling and guide exploration. Geophysical studies provide indirect, interpretive information about what lies underground and typically require follow-up work (drilling, sampling or more detailed surveys) to confirm the presence and economic significance of a resource.

hold period financial

"subject to a four-month hold period and thereafter will be transferable"

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.

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

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Foremost to receive proceeds of $650,000, retain 20% in GR and Blackwing properties, and will have a 6-month grace period for initial JV expenditures

VANCOUVER, British Columbia, Oct. 22, 2026 (GLOBE NEWSWIRE) -- Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (“Foremost” or the “Company”) is pleased to report that it has entered into an agreement with Denison Mines Corp. (“Denison”) to sell a 31% interest in the GR and Blackwing properties (together the “Properties”), form two exploration joint ventures (“JVs”), and issue 1,031,191 share purchase warrants (the “Warrants”) in exchange for total consideration of $650,000 (collectively, the “Transaction”). The warrants will have an exercise price of $1.80 per warrant share, which represents over a 175% premium to Foremost’s closing share price on October 22, 2026, and will have a 5-year term.  

David Cates, Interim CEO of Foremost commented, “The GR and Blackwing properties are located in the northwestern portion of the Athabasca Basin region and are situated along the Grease River shear zone and the Black Bay fault respectively – both of which are geologically prospective areas that have historically been subject to little or no exploration. While these Properties have the potential to become a new area of exploration focus in the region, the scale of the Properties and the annual work expenditures required to keep the claims in good standing are significant. As a result, forming JVs with Denison is an ideal arrangement for Foremost, whereby Foremost retains exposure to potential future exploration success without having to carry the full cost of exploring this district-scale area.”

Completion of the Transaction is expected to take place on or about November 2, 2026, subject to receipt of all regulatory and stock exchange approvals and other customary closing conditions.

GR & Blackwing Highlights

• Foremost and Denison agree to form two exploration JVs on closing, where Foremost retains a 20%-ownership interest in each of the Properties.
• The GR property is comprised of 16 mineral claims covering 78,585 hectares, and the Blackwing property is comprised of 3 mineral claims covering 12,627 hectares (See Figure 1).
• Denison will be responsible for funding 80% of future expenditures, pursuant to the JV agreements, and commits to either carry out geophysical studies or make deficiency deposits to maintain the Properties until at least January 4, 2028 (the “Initial Expenditures”).
• Foremost expects Denison will carry out geophysical studies within the next 12 months to further define the exploration potential of the Properties and generate future drill targets.
• Foremost retains an option to decide within 6 months of the earlier of completion of the initial geophysical surveys or the date of the last of the Initial Expenditures whether it (i) funds its share of Initial Expenditures or (ii) dilutes its ownership pursuant to the terms of the JVs. 
  
  

Figure 1. GR & Blackwing Properties

Warrant Terms

• On closing, Foremost will issue 1,031,191 Warrants with an exercise price of $1.80 per warrant share and a term of 5 years (the “Term”).
• Exercise price of $1.80 represents over a 175% premium to Foremost’s closing share price of $0.64 on October 22, 2026.
• The number of warrants exercisable by Denison at any time is limited to such number of Warrants that, if exercised, would not result in Denison’s ownership of Foremost exceeding 19.95% (the “Ownership Cap”).
• At maturity, if exercise of any remaining Warrants would result in the holder exceeding the Ownership Cap, then Foremost will either (a) apply for and obtain an extension of the Term of the Warrants for such duration as may be approved by the Canadian Securities Exchange, or (b) purchase from the holder any remaining Warrants not exercisable due to the Ownership Cap based on the differential between the exercise price and the current market price for each warrant share.
• The Warrants will be subject to a four-month hold period and thereafter will be transferable.
  

Amended & Restated Option Agreement

• The Option Agreement entered into between Denison and Foremost on September 23, 2024 (the “Original Option Agreement”) included 10 properties and will be amended and restated (the “A&R Option Agreement”) on closing to exclude the GR & Blackwing Properties such that Foremost will no longer have any right to increase its ownership interest in those two Properties.
• Accordingly, any subsequent expenditures incurred by Foremost in connection with the GR and Blackwing Properties will be governed by the applicable JV agreements and will not count towards satisfaction of Option Tranche 3 under, and as defined in, the A&R Option Agreement.
• The A&R Option Agreement will preserve Foremost’s right to complete Option Tranche 3 and earn an additional 19% interest (for an aggregate interest of 70%) in 7 of the remaining 8 properties under option from Denison and a minimum 51% interest in Hatchet Lake, by (i) completing $12.0 million in eligible exploration expenditure on the remaining 8 properties by July 9, 2029, and (ii) payment to Denison of $2.5 million in additional consideration in a combination of cash or common shares of Foremost.
• The full details of the A&R Option Agreement will be available under Foremost’s profile on SEDAR+ at www.sedarplus.ca.

National Investor Relations & Television Campaign

The Company has extended its previous engagement with RedChip Companies Inc. (“RedChip”) of 31 E Horatio Ave, Suite #100, Maitland, FL 32751 (email: info@redchip.com) to provide marketing services from mid-October 2026 to April 2027 at a cost of USD$11,000 per month.

Additionally, RedChip has secured a two-week national television campaign for Foremost, featuring a 30-second advertisement on CNBC, Fox Business, Bloomberg TV, and other platforms to raise awareness about the Company.    The campaign is scheduled to commence during the second half of October at a cost of USD$150,000 payable to RedChip.

No securities will be issued to RedChip as compensation. To the Company's knowledge, RedChip (including its directors and officers) holds no securities of the Company and maintains an arm's-length relationship.

Nasdaq Compliance Notification

The Company received a notification letter (the "Notification Letter") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not currently in compliance with Nasdaq Listing Rule 5550(a)(2). This rule requires listed securities to maintain a minimum bid price of US$1.00 per share, and the Company's common shares have closed below this threshold for 30 consecutive business days from September 4, 2026, to October 16, 2026.

The Notification Letter does not immediately affect the listing or trading of Foremost's common shares on the Nasdaq Capital Market under the symbol "FMST." In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Foremost has been granted a 180-calendar day compliance period, ending on April 19, 2027, to regain compliance with the minimum bid price requirement. To achieve compliance, the closing bid price of the Company's common shares must meet or exceed US$1.00 for a minimum of ten consecutive business days during this period.

If Foremost does not regain compliance by April 17, 2027, the Company may be eligible for an additional 180-calendar day grace period, provided it meets the continued listing requirement for market value of publicly held shares (US$1 million) and all other initial listing standards for the Nasdaq Capital Market, except for the bid price requirement. The Company would also need to notify Nasdaq of its plans to cure the deficiency.

Foremost's management is evaluating all available options to address the bid price deficiency, including increased investor awareness, and remains committed to maintaining its Nasdaq listing. The Company's business operations, financial condition, and corporate strategy are unaffected by this notification.   Foremost is disclosing this notification, as required by Nasdaq rules, within four business days of receipt.

Qualified Person

The technical content of this news release has been reviewed and approved by Cameron MacKay, P. Geo., Vice President of Exploration for Foremost Clean Energy Ltd., and a Qualified Person under National Instrument 43-101.

About Foremost

Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is a North American uranium, lithium, and gold exploration company strategically positioned to support the long-term growth in demand expected for reliable, carbon-free energy sources.

The Company has a portfolio of 10 property interests spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin region of northern Saskatchewan, including an option from Denison to earn up to a 70% interest in 8 prospective uranium properties (except for the Hatchet Lake, where Foremost can earn up to 51%), plus a minority ownership interest (20%) in the GR & Blackwing joint ventures with Denison.  

The Company’s uranium exploration efforts benefit from access to extensive historic drilling and geophysical data 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 exploration targets for follow-up drilling.

Foremost also has a portfolio of lithium-focused 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

David Cates, Interim CEO
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 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, statements regarding: the completion of the Transaction and the timing thereof, including the sale of a 31% interest in each of the Properties, the formation of the joint ventures, entry into the A&R Option Agreement and the issuance of the Warrants; the receipt by the Company of total consideration of $650,000; the Company retaining a 20% interest in each of the Properties; Denison funding 80% of future expenditures and carrying out geophysical studies or making deficiency deposits to maintain the Properties until at least January 4, 2028; the expectation that Denison will carry out geophysical studies within the next 12 months and that such studies will further define the exploration potential of the Properties and generate future drill targets; the potential for the Properties to become a new area of exploration focus and the Company’s exposure to potential future exploration success; the Company’s election to fund its share of the Initial Expenditures or dilute its ownership interest; the exercise of the Warrants; the application of the Ownership Cap and any extension of the Term or purchase by the Company of Warrants not exercisable due to the Ownership Cap; the Company’s ability to complete Option Tranche 3 under the A&R Option Agreement, including completing $12.0 million in eligible exploration expenditures by July 9, 2029 and paying $2.5 million in additional consideration to Denison; the availability of information on SEDAR+; the timing, scope and cost of the marketing services and television campaign to be provided by RedChip; and the long-term growth in demand expected for carbon-free energy sources.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, without limitation, that: the transactions with Denison will be completed on the terms and within the timeframes currently anticipated; all required approvals, including any approval of the Canadian Securities Exchange, will be obtained in a timely manner; Denison will perform its obligations under the joint venture agreements, the Warrants and the A&R Option Agreement; geophysical studies on the Properties will be carried out as expected and will yield results supporting further exploration; the Company will have access to sufficient capital, on acceptable terms, to fund its share of joint venture expenditures (if it so elects) and to satisfy the requirements of Option Tranche 3; the market price of the Company’s common shares will not change in a manner that adversely affects the Warrants or the Company’s obligations relating to the Ownership Cap; RedChip will deliver its services as scheduled and at the anticipated cost; there will be no material adverse change in uranium prices, general economic, market or industry conditions; and exploration and permitting activities will not be materially delayed by weather, regulatory or other factors.

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 include, among others: the risk that the transactions with Denison are not completed on the anticipated terms or timeline, or at all; the failure to obtain any required regulatory or stock exchange approvals; the risk that Denison does not carry out geophysical studies or other expenditures on the Properties as anticipated, or that such studies do not identify drill targets or further define exploration potential; the inherent uncertainty of mineral exploration and the speculative nature of exploration-stage properties; the dilution of the Company’s interest in the joint ventures should it elect not to, or be unable to, fund its share of expenditures; the risk that the Company is required to purchase Warrants from Denison or that an extension of the Term is not approved; the potential dilution to shareholders resulting from the exercise of the Warrants; the Company’s inability to complete Option Tranche 3 or to fund the required expenditures and additional consideration under the A&R Option Agreement, and the consequences of any default thereunder; 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, including Denison and RedChip; the effectiveness of the Company’s investor relations and marketing activities; fluctuations in uranium and other commodity prices and in the market price of the Company’s common shares; risks and uncertainties associated with the environment; and delays in obtaining governmental approvals, permits or financing. Additional 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.

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.

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. and information. 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.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/83847915-25d3-4e93-8c23-170dd0e60c50

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Foremost’s GR and Blackwing transaction with Denison?

Foremost agreed to sell a 31% interest in GR and Blackwing and issue 1,031,191 warrants for total consideration of $650,000, retaining 20% in each property. Closing is expected on or about November 2, 2026, subject to regulatory and stock exchange approvals and customary closing conditions.

How does Foremost’s six-month joint venture funding election work?

Foremost can decide whether to fund its share of initial expenditures or dilute its ownership within six months of the earlier of completion of the initial geophysical surveys or the date of the last initial expenditure. GR and Blackwing spending will not count toward Option Tranche 3 under the amended option agreement.

What ownership limit applies to Denison’s Foremost warrants?

Denison cannot exercise warrants if doing so would raise its Foremost ownership above 19.95%. At maturity, Foremost must obtain an approved term extension or purchase warrants blocked by that cap, based on the difference between the exercise price and current market price per warrant share. The warrants become transferable after a four-month hold period.

How can Foremost regain Nasdaq minimum-bid-price compliance?

Foremost’s closing bid price must reach at least US$1.00 for a minimum of ten consecutive business days during its compliance period. An additional 180-calendar-day period may be available if it meets the US$1 million publicly held share market-value requirement and other applicable initial listing standards, and notifies Nasdaq of its plans to cure the deficiency.