Denison increases stake in Foremost Clean Energy (NASDAQ: FMST)

Rhea-AI Filing Summary

Foremost Clean Energy Ltd. is issuing 137,590 common shares to Denison Mines Corp. under an existing investor rights agreement, at a price of $2.44 per share for aggregate proceeds of $335,719.60. The shares will be issued via a private placement and will be subject to a hold period of four months and one day.

The company plans to use the proceeds to advance exploration across its 330,000 acres of Athabasca Basin uranium properties, including the Hatchet Lake Uranium Project, and for general corporate purposes. Following completion, Denison is expected to hold 2,600,000 Foremost common shares, representing about 15.8% of the company’s issued and outstanding shares, plus 607,600 warrants.

Key Figures

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

8 metrics

Shares issued to Denison 137,590 shares Private placement under investor rights agreement

Issue price $2.44 per share Price for shares issued to Denison

Private placement proceeds $335,719.60 Aggregate consideration from Denison

Denison shares before deal 2,462,410 shares Approximately 15.1% of Foremost outstanding shares

Denison shares after deal 2,600,000 shares Expected to be about 15.8% of outstanding shares

Denison warrants 607,600 warrants About 17% of Foremost’s outstanding warrants

Uranium acreage 330,000 acres Athabasca Basin uranium portfolio

Lithium project acreage 43,000+ acres Lithium projects in Manitoba

Key Terms

Investor Rights Agreement, equity participation right, bought deal private placement, early warning requirements, +2 more

6 terms

Investor Rights Agreement financial

"further to the Amended & Restated Investor Rights Agreement dated July 23, 2025"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

equity participation right financial

"intention to subscribe for common shares pursuant to its equity participation right"

bought deal private placement financial

"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.

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.

forward-looking statements regulatory

"the information presented in this news release ... may constitute “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41769

Foremost Clean Energy Ltd.
(Translation of registrant's name into English)

750 West Pender Street, Suite 250
Vancouver, BC, V6C 2T7
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

On May 19, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated May 19, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Foremost Clean Energy Ltd.
		(Registrant)
Date: May 19, 2026		/s/ Jason Barnard
		Jason Barnard
		President and Chief Executive Officer

EXHIBIT 99.1

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

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 transaction did Foremost Clean Energy (FMST) announce with Denison Mines?

Foremost Clean Energy will issue 137,590 common shares to Denison Mines at $2.44 per share. The private placement totals $335,719.60 and is made under Denison’s equity participation right in an investor rights agreement.

How will Foremost Clean Energy use the proceeds from the Denison private placement?

Proceeds of $335,719.60 will fund exploration of Foremost’s 330,000-acre Athabasca Basin uranium portfolio, including the Hatchet Lake Uranium Project, and general corporate purposes. These funds support ongoing drilling and geophysical work on high-priority uranium targets.

How does the new share issuance affect Denison’s ownership in Foremost Clean Energy (FMST)?

Before the transaction, Denison held 2,462,410 shares, about 15.1% of Foremost’s outstanding shares. After acquiring 137,590 new shares, Denison is expected to own 2,600,000 shares, representing roughly 15.8% of Foremost’s issued and outstanding shares.

What are the lock-up terms for the shares issued to Denison by Foremost Clean Energy?

The 137,590 common shares issued to Denison will be subject to a hold period of four months and one day from the issuance date, in line with applicable securities laws. During this period, these shares cannot be freely traded on public markets.

Why is Denison filing an early warning report regarding its Foremost Clean Energy holdings?

Denison’s ownership in Foremost will increase to about 15.8% of outstanding shares, triggering early warning requirements under securities laws. It will file an early warning report on SEDAR+ under National Instrument 62-103 to formally disclose the change in its shareholdings.

What exploration assets does Foremost Clean Energy plan to advance with this capital?

Foremost holds options on 10 uranium properties in Saskatchewan’s Athabasca Basin, covering over 330,000 acres, including the Hatchet Lake Uranium Project. It also controls more than 43,000 acres of lithium projects in Manitoba, providing exposure to key electrification materials.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 11.7 KB