STOCK TITAN

Foremost Clean Energy (FMST) stake in Rio Grande slips under 10%

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Foremost Clean Energy Ltd. (FMST) reported a change in its ownership interest in Rio Grande Resources Ltd. after a Rio Grande financing. Rio Grande closed a private placement of 12,732,500 Units at $0.20 per Unit for total gross proceeds of $2,546,500, each Unit consisting of one common share and one transferable share purchase warrant.

Before this financing, Foremost held 5,152,558 Rio Grande shares, representing about 11.01% of Rio Grande’s issued and outstanding shares. Because Foremost did not participate in the placement, its ownership was diluted to about 8.65%, falling below the 10% early warning reporting threshold. Foremost has filed an early warning report under National Instrument 62-103, and notes it is no longer subject to early warning reporting requirements for Rio Grande at this time.

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Filing Explained

The filing adds that each transferable warrant from Rio Grande’s completed placement can be exercised for one Rio Grande share at $0.40 for two years from issuance; any resulting shares would further dilute Foremost’s percentage interest.

Rio Grande Private Placement Gross Proceeds $2,546,500 Total gross proceeds from Rio Grande’s private placement
Units Issued in Rio Grande Private Placement 12,732,500 Units Number of Units issued at closing of the private placement
Unit Offering Price $0.20 per Unit Price per Unit in Rio Grande’s private placement
Rio Grande Warrant Exercise Price $0.40 per share Exercise price of each Rio Grande Warrant included in the Units
Warrant Term 2 years Each Rio Grande Warrant is exercisable for two years from issuance
Foremost Rio Grande Shares Held 5,152,558 shares Rio Grande shares owned by Foremost before and after the placement
Foremost Ownership Before Placement 11.01% Percentage of Rio Grande issued and outstanding shares before the placement
Foremost Ownership After Placement 8.65% Percentage of Rio Grande issued and outstanding shares after the placement
early warning report regulatory
"announces that it has filed an early warning report in respect"
An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.
National Instrument 62-103 regulatory
"pursuant to National Instrument 62-103 – The Early Warning System"
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.
Rio Grande Private Placement financial
"resulting in the issuance of 12,732,500 Units at a price of $0.20 per Unit (the “Rio Grande Private Placement”)"
transferable Rio Grande Share purchase warrant financial
"and one transferable Rio Grande Share purchase warrant (each warrant, a “Rio Grande Warrant”)"
early warning reporting requirements regulatory
"no longer subject to the early warning reporting requirements in respect of Rio Grande"
Regulatory rules that require companies or large shareholders to publicly report certain early signs or events that could affect a firm’s ownership, finances, or operations, such as sizable changes in shareholdings, looming financial distress, or material management shifts. Like a smoke alarm, these disclosures give the market timely notice of developments that may change a stock’s risk or value, helping investors see evolving information sooner.

FAQ

What did Foremost Clean Energy Ltd. (FMST) announce regarding Rio Grande Resources?

Foremost Clean Energy Ltd. filed an early warning report after its ownership in Rio Grande Resources Ltd. fell below the 10% reporting threshold due to Rio Grande’s private placement, in which Foremost did not participate.

How did Rio Grande Resources’ private placement affect FMST’s ownership percentage?

Before the financing, Foremost held 11.01% of Rio Grande’s shares. After Rio Grande issued 12,732,500 Units in the private placement, Foremost’s interest decreased to about 8.65% of the issued and outstanding shares.

What were the terms of Rio Grande Resources’ private placement mentioned by FMST?

Rio Grande completed a private placement of 12,732,500 Units at $0.20 per Unit, raising $2,546,500 in gross proceeds. Each Unit includes one common share and one transferable share purchase warrant with a $0.40 exercise price for two years.

How many Rio Grande shares does Foremost Clean Energy (FMST) own?

Foremost Clean Energy owns 5,152,558 Rio Grande common shares. This position represented about 11.01% of Rio Grande before the private placement and about 8.65% afterward.

Why is Foremost Clean Energy no longer subject to early warning reporting for Rio Grande?

Foremost is no longer subject to early warning reporting for Rio Grande because its ownership interest decreased to about 8.65%, which is below the 10% reporting threshold that triggers early warning obligations under applicable securities rules.

Under which regulation did FMST file the early warning report?

Foremost filed the early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which governs disclosure when significant share ownership levels are crossed.

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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 August 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 August 28, 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 August 28, 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: August 28, 2026     /s/ David Cates    
  David Cates
  Interim CEO
  

EXHIBIT 99.1

Foremost Clean Energy Files Early Warning Report with Respect to Rio Grande Resources

VANCOUVER, British Columbia, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Foremost Clean Energy Ltd. (“Foremost” or the “Company”) (NASDAQ: FMST) (CSE: FAT) today announces that it has filed an early warning report in respect of Rio Grande Resources Ltd. (“Rio Grande”).

On August 24, 2026, Rio Grande announced the closing of a private placement raising total gross proceeds of $2,546,500, resulting in the issuance of 12,732,500 Units at a price of $0.20 per Unit (the “Rio Grande Private Placement”). Each Unit consists of one Rio Grande common share (“Rio Grande Share”) and one transferable Rio Grande Share purchase warrant (each warrant, a “Rio Grande Warrant”). Each Rio Grande Warrant entitles the holder to acquire one Rio Grande Share at an exercise price of $0.40 for a period of two years from the date of issuance.

Immediately prior to the Rio Grande Private Placement, the Company owned 5,152,558 Rio Grande Shares, representing approximately 11.01% of the issued and outstanding Rio Grande Shares.

Immediately following the Rio Grande Private Placement, in which the Company did not participate, the Company’s interest in Rio Grande decreased to approximately 8.65% of the issued and outstanding Rio Grande Shares. Accordingly, the Company is no longer subject to the early warning reporting requirements in respect of Rio Grande, as the Company has fallen below the 10% reporting threshold.

This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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 holds an option from Denison Mines Corp. to earn up to a 70% interest in 10 prospective uranium properties (except for the Hatchet Lake property, 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’s 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

Company
David Cates, Interim President and CEO
(416) 979-1991 ext. 362
info@foremostcleanenergy.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 with respect to corporate strategy, market conditions, and other factors. 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, changes to the Company's ownership percentage of Rio Grande Shares, and that such changes may re-trigger early warning reporting or other obligations under applicable securities legislation. 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 and on SEDAR+. 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.

Filing Exhibits & Attachments

1 document