What tax-related protections do investors receive in this Foremost Clean Energy financing?

The company covenants to renounce Qualified Expenditures equal to investors’ subscription proceeds effective no later than December 31, 2026. It agrees to indemnify investors for certain additional taxes if renounced amounts are reduced by the Canada Revenue Agency or corresponding provincial authorities.

Foremost Clean Energy (FMST) prices 1,618,000 flow-through units with warrants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Foremost Clean Energy Ltd. entered into a bought-deal underwriting for 1,618,000 flow-through units at $3.40 per unit, raising gross proceeds of $5,501,200. Each unit includes one flow-through common share and half a warrant, with each whole warrant exercisable at $4.40 for 24 months after closing.

The company granted the underwriter an option to sell up to an additional 242,700 units at the same price for potential extra proceeds of $825,180. Proceeds are to fund qualifying exploration programs in Saskatchewan and Manitoba, with associated tax benefits renounced to Canadian investors under Canada’s flow-through share rules.

Insights

Foremost secures a tax-advantaged Canadian equity raise via flow-through units.

Foremost Clean Energy Ltd. arranged a bought-deal private placement of 1,618,000 flow-through units at $3.40 each, for gross proceeds of $5,501,200, plus an underwriter option for 242,700 additional units. Each unit combines a flow-through share and half a warrant, with whole warrants exercisable at $4.40 for 24 months after the March 31, 2026 closing.

The structure targets Canadian investors seeking tax benefits, as the company covenants to spend an amount equal to the subscription proceeds on qualifying exploration in Saskatchewan and Manitoba and to renounce these Qualified Expenditures as flow-through critical mineral mining expenditures. This ties the financing directly to exploration activity on its critical minerals properties.

The underwriter receives a cash commission of up to 6.0% of proceeds (reduced to 2.0% for a defined president’s list) plus broker warrants exercisable at $3.40 for 24 months. Indemnity and contribution provisions favor the underwriter, and extensive tax indemnities protect investors if renounced expenditures are reduced. Actual impact will depend on exploration execution and warrant exercises.

Key Figures

Base units offered: 1,618,000 units Unit price: $3.40 per unit Base gross proceeds: $5,501,200 +5 more

8 metrics

Base units offered 1,618,000 units Bought-deal flow-through unit private placement

Unit price $3.40 per unit Offering price for each flow-through unit

Base gross proceeds $5,501,200 Aggregate gross proceeds from 1,618,000 units

Underwriter’s Option units 242,700 units Additional units at $3.40 available to underwriter

Underwriter’s Option proceeds $825,180 Additional gross proceeds if option fully exercised

Investor warrant exercise price $4.40 per share Exercise price for whole warrants, 24-month term

Underwriter cash commission 6.0% (2.0% president’s list) Percentage of gross proceeds paid as commission

Broker warrant exercise price $3.40 per share Broker warrants exercisable for 24 months after closing

Key Terms

flow-through shares, bought deal, Underwriter’s Option, Qualified Expenditures, +2 more

6 terms

flow-through shares financial

"The Unit Shares and Warrants comprising the Units will each qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act"

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

bought deal financial

"on a “bought deal” private placement basis, or arrange for Substituted Purchasers"

A bought deal is a type of securities offering where an investment bank agrees to purchase the entire share or bond issue from a company up front and then resells it to investors, acting like a wholesaler who guarantees the sale. For investors, it matters because it gives the company fast, certain access to cash while potentially signaling pricing pressure or dilution—meaning the shares may be sold at a discount and existing holders could see their ownership reduced.

Underwriter’s Option financial

"the Company agrees to grant the Underwriter an option (the “Underwriter’s Option”)"

Qualified Expenditures financial

"“Qualified Expenditure” means an expense, incurred by the Company in carrying out any part of the Exploration Program"

Principal Business Corporation financial

"“Principal Business Corporation” means a “principal-business corporation” as defined in subsection 66(15) of the Tax Act"

Canadian Exploration Expense financial

"“Canadian Exploration Expense” or “CEE” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act"

Canadian Exploration Expense (CEE) is a specific category of costs for looking for minerals in Canada that can be used to reduce taxable income. For investors, it matters because companies or shareholders can claim these costs as tax deductions or receive tax benefits through special share arrangements, which improves after‑tax cash flow and can make exploratory mining investments more attractive—like a coupon that lowers the effective price of risky drilling work.

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

04/01/2026 - 05:07 PM

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 April 2026

Commission File No. 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 ☒ Form 40-F ☐

The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-289277).


Exhibit No.		Exhibit
99.1		Underwriting Agreement
99.2		Form of Subscription Agreement
99.3		Warrant Indenture

SIGNATURE

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 hereunto duly authorized.


	FOREMOST CLEAN ENERGY LTD.

Date: April 1, 2026	By:	/s/ Jason Barnard
	Name:	Jason Barnard
	Title:	Chief Executive Officer

Exhibit 99.1

UNDERWRITING AGREEMENT

March 31, 2026

Foremost Clean Energy Ltd.
250 - 750 West Pender Street
Vancouver, British Columbia
V6C 2T7

Attention:          Mr. Jason Barnard, President, Chief Executive Officer & Director

Dear Mr. Barnard:

Canaccord Genuity Corp., as the sole lead underwriter and sole bookrunner (the “Underwriter”), understands that Foremost Clean Energy Ltd. (the “Company”) proposes to create, issue and sell 1,618,000 “flow-through” units of the Company (the “Units”) at a price of $3.40 per Unit (the “Offering Price”) for aggregate gross proceeds of $5,501,200.

Upon and subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to the Underwriter, and the Underwriter hereby agrees to purchase from the Company, on a “bought deal” private placement basis, or arrange for Substituted Purchasers (as defined herein) in the Selling Jurisdictions (as defined herein) to purchase, from the Company, all, but not less than all, of the Units (not including those Units issued and sold pursuant to the Underwriter’s Option (as defined herein) unless the Underwriter’s Option is exercised prior to the Closing Date (as defined herein)) at the Offering Price per Unit.

In addition, the Company agrees to grant the Underwriter an option (the “Underwriter’s Option”), which may be exercised at the Underwriter’s sole discretion and without obligation at any time up to 48 hours prior to the Closing Date, to purchase, or arrange for Substituted Purchasers to purchase, up to an additional 242,700 Units at the Offering Price per Unit, to raise additional gross proceeds of $825,180. Unless the context requires otherwise, all references to the Offered Securities (as defined herein) in this Agreement shall be deemed to include any Units issued and sold pursuant to the Underwriter’s Option. The offering of the Units and any additional Units issued in connection with the exercise of the Underwriter’s Option are collectively referred to herein as the “Offering”, and such Units are collectively referred to herein as the “Offered Securities”. Unless the context otherwise requires, all references to the “Offering”, “Offered Securities”, “Units”, “Unit Shares”, “Warrants”, or “Warrant Shares”, shall include any additional securities issued in connection with the exercise of the Underwriter’s Option.

Each Unit is comprised of one Unit Share (as defined herein) and one-half of one Common Share (as defined herein) purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase, subject to adjustment in certain circumstances, one Common Share (each, a “Warrant Share”) at a price of $4.40 per Warrant Share for a period of 24 months following the Closing Date (as defined herein). The Warrants will be issued pursuant to a warrant indenture (the “Warrant Indenture”) between the Company and Odyssey Trust Company (the “Warrant Agent”), as warrant agent, to be dated as of the Closing Date. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The Unit Shares and Warrants comprising the Units will each qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act (as defined herein). Any Warrant Shares issued upon the exercise of Warrants will be issued on a non-flow-through basis.

The Offering will be completed on a private placement basis pursuant to exemptions from the prospectus requirements of all Securities Laws (as defined herein) of the Selling Jurisdictions (as defined herein). The Units will be offered to Subscribers (as defined herein) in Canada on a private placement basis pursuant to exemptions available under NI 45-106 (as defined herein).

In consideration of the services to be rendered by the Underwriter in connection with the Offering, the Company shall pay to the Underwriter the Commission (as defined herein) and issue and deliver to the Underwriter the Broker Warrants (as defined herein) in such amounts and with such terms as set out in Section 10 hereof. The obligation of the Company to pay the Commission and issue and deliver the Broker Warrants shall arise at the Closing Time and the Commission and the Broker Warrants shall be fully earned by the Underwriter upon the completion of the Offering.

The Company agrees that the Underwriter will be permitted to appoint other registered dealers (or other dealers duly licensed or registered in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriter may determine the remuneration payable to such other dealers appointed by it. Such remuneration shall be payable by the Underwriter.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1.	Definitions.

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“Agreement” means this underwriting agreement, being the agreement between the Company and the Underwriter in respect of the Offering;

“Assistance” means assistance as defined in subsection 66(15) of the Tax Act;

“BCBCA” means the Business Corporations Act (British Columbia);

“Broker Warrant Certificates” means the certificates issued to the Underwriter representing the Broker Warrants;

“Broker Warrant Shares” has the meaning ascribed thereto in Section 10.2;

“Broker Warrants” has the meaning ascribed thereto in Section 10.2;

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

“Canadian Exploration Expense” or “CEE” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act (as revised pursuant to the Proposed Amendments), or that would be described in paragraph (h) of that definition if the references therein to “paragraphs (a) to (d) and (f) to (g.4)” were a reference to “paragraph (f)”, other than amounts which are (i) prescribed to be CEDOE for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any Assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, (iv) any expenditures described in paragraph 66(12.6)(b.2) of the Tax Act or (v) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act;

“CEDOE” means expenses that are prescribed to be “Canadian exploration and development overhead expenses” for the purposes of paragraph 66(12.6)(b) of the Tax Act;

“Claims” shall have the meaning ascribed thereto in Section 13;

“Closing” means the closing on the Closing Date of the transaction of purchase and sale in respect of the Offered Securities as contemplated by this Agreement and the Subscription Agreements;

“Closing Date” means March 31, 2026 or such other date as the Underwriter and the Company may agree upon;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Underwriter and the Company may agree upon;

“Commission” shall have the meaning ascribed thereto in Section 10;

“Commitment Amount” means the aggregate purchase price paid by the Subscribers on the Closing Date for the subscription of the Units;

“Common Shares” means the common shares in the capital of the Company;

“Company” shall have the meaning ascribed thereto on the face page of this Agreement;

“Company’s knowledge” means the actual knowledge of the following individuals: Jason Barnard, Dong Shim and Christina Barnard, after having made due inquiry;

“CRA” means the Canada Revenue Agency;

“Critical Minerals” means copper, nickel, lithium, cobalt, graphite, rare earth elements, scandium, titanium, gallium, vanadium, tellurium, magnesium, zinc, platinum group metals and uranium, bismuth, cesium, chromium, fluorspar, germanium, indium, manganese, molybdenum, niobium, phosphate, tantalum, tin, and tungsten;

“Critical Mineral Certification” means in respect of the Subscription Agreements the certification in prescribed manner and form by a qualified professional engineer or professional geoscientist (as defined in subsection 127(9) of the Tax Act) that the Qualified Expenditures will be incurred in accordance with an exploration plan that primarily targets Critical Minerals, provided that the qualified professional engineer or professional geoscientist (as defined in subsection 127(9) of the Tax Act): (i) completed the certification no more than 12 months before the Closing Date; and (ii) acted reasonably, in their professional capacity, in completing the certification;

“CSE” means the Canadian Securities Exchange;

“Debt Instrument” means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

“Engagement Letter” means the engagement letter dated March 17, 2026 between the Underwriter and the Company in connection with the Offering;

“environmental laws” has the meaning ascribed to such term in Section 3(gg);

“Exchanges” means, collectively, the CSE and Nasdaq;

“Exploration Program” means an exploration program carried out on a Property in Saskatchewan or Manitoba from or above the surface of the earth that primarily targets Critical Minerals, located thereon, on which the Company will expend an amount equal to the full Commitment Amount;

“Financial Statements” has the meaning ascribed to such term in Section 3(u);

“Flow-Through Critical Mineral Mining Expenditure” means an expense that will, once renounced to a Subscriber, qualify as a “flow-through critical mineral mining expenditure” as defined in subsection 127(9) of the Tax Act, or where the Subscriber is a partnership, of the members of the Subscriber to the extent of their respective shares of the expenses so renounced;

“Governmental Authority” means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“IFRS” shall have the meaning ascribed thereto in Section 3(u);

“including” means including without limitation;

“Indemnified Parties” or “Indemnified Party” shall have the meaning ascribed thereto in Section 13;

“Indemnitor” shall have the meaning ascribed thereto in Section 13;

“Losses” shall have the meaning ascribed thereto in Section 13;

“Material Adverse Effect” means the effect resulting from any event or change which is materially adverse to the business, affairs, capital, operations, prospects, property rights or assets, liabilities (contingent or otherwise) of the Company or which event or change would reasonably be expected to have a significant negative effect on the market price or value of the Common Shares;

“Material Agreement” means any joint-venture or earn-in agreement, Debt Instrument, mortgage, indenture, contract, commitment, agreement (written or oral), instrument, lease or other document, to which the Company is a party and which is material to the Company, including, but not limited to, and such agreement pursuant to which any of the property or assets of the Company, including the Properties is subject and which is material to the Company;

“misrepresentation”, “material fact”, “material change”, “affiliate”, “associate”, and “distribution” have the respective meanings ascribed thereto in the Securities Act (Ontario);

“Money Laundering Laws” shall have the meaning ascribed thereto in subsection 3(yyy);

“Nasdaq” means The Nasdaq Stock Market LLC;

“NI 43-101” shall have the meaning ascribed thereto in subsection 3(kkk);

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

“Offered Securities” shall have the meaning ascribed thereto on the face page of this Agreement;

“Offering” shall have the meaning ascribed thereto on the face page of this Agreement;

“Offering Price” shall have the meaning ascribed thereto on the face page of this Agreement;

“Other Agreements” shall have the meaning ascribed to such term in Section 4.2(k);

“Particular Time Period” shall have the meaning ascribed to such term in Section 4.2(l);

“person” means any individual, corporation, partnership, joint venture, association, trust or other legal entity;

“Prescribed Forms” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act (or any corresponding provincial or territorial legislation), filed or to be filed by the Company within the prescribed time renouncing to the Subscribers the Qualified Expenditures incurred pursuant to the Subscription Agreements and all parts or copies of such forms required by the Tax Act (or any corresponding provincial or territorial legislation) or the CRA (or any similar provincial or territorial authority) to be delivered to the Subscribers, as applicable;

“Prescribed Relationship” means a relationship between the Company and a Subscriber where the Subscriber (or if the Subscriber is a partnership, any partner thereof) and the Company are related or otherwise do not deal at arm’s length for purposes of the Tax Act;

“President’s List” shall have the meaning ascribed thereto in Section 10;

“Principal Business Corporation” means a “principal-business corporation” as defined in subsection 66(15) of the Tax Act;

“Properties” means the mineral properties located in (a) Manitoba, being the mining claims described in the title opinion of MLT Aikins LLP delivered pursuant to Section 7(f), and (b) Saskatchewan, being the Crown mineral dispositions described in the mineral disposition review letter of McDougall Gauley LLP delivered pursuant to Section 7(f), which, for greater certainty, includes the mineral properties and claims comprising the Company’s Murphy Lake South property, Hatchet Lake property, Turkey Lake property, Torwalt property, Marten property, Wolverine property, Epp Lake property, Blackwing property, GR property, CLK property, Zoro property, Jean Lake property, Peg North property, Grass River property and Jol property, all as further described in the Public Disclosure Documents;

“Property Rights” shall have the meaning ascribed to such term in Section 3(eee);

“Proposed Amendments” means those specific proposals to amend the Tax Act included in Budget 2025 Implementation Act, No. 1, and those legislative proposals released by the Department of Finance on January 29, 2026.

“Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Company since January 1, 2023 and prior to the Closing Time under its profile on SEDAR+;

“Qualified Expenditure” means an expense, incurred by the Company in carrying out any part of the Exploration Program which is incurred on or after the Closing Date, and on or before the Termination Date that (i) qualifies as CEE, and (ii) once renounced by the Company to a Subscriber, other than a trust or estate, is eligible to be qualified as a Flow-Through Critical Mineral Mining Expenditure of a Subscriber, or where, a Subscriber is a partnership, of the members of the Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the Qualified Expenditures so renounced, and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes;

“Reporting Jurisdictions” means, collectively, British Columbia, Alberta and Ontario;

“Securities Laws” means, as applicable, the securities legislation, regulations, rules, rulings, orders and prescribed forms, and published policy statements issued by the Securities Regulators, including the rules and policies of any stock exchange;

“Securities Regulators” means, collectively, in respect of any jurisdiction, the securities regulators or other securities regulatory authorities in that jurisdiction;

“Selling Jurisdictions” means, collectively, Alberta, British Columbia, Ontario and Quebec;

“Subscribers” means the persons who, as purchasers or beneficial purchasers, acquire the Units by duly completing, executing and delivering a Subscription Agreement in respect of Units and any other required documentation, and shall include any Substituted Purchasers, and “Subscriber” means any one such person;

“Subscription Agreements” means the subscription and renunciation agreements in the form agreed upon by the Underwriter and the Company, pursuant to which Subscribers agree to subscribe for and purchase the Units herein contemplated and shall include, for greater certainty, all schedules and appendices thereto;

“subsidiary” has the meaning ascribed thereto in the BCBCA;

“Substituted Purchasers” shall have the meaning ascribed thereto in Section 2(a);

“Tax Act” means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time and including any specific proposals to amend the Tax Act that are publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and which will have effect prior to the date hereof, including the Proposed Amendments;

“Taxes” shall have the meaning ascribed thereto in Section 3(y);

“Termination Date” means December 31, 2027;

“Transaction Documents” means, collectively, this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates;

“Transfer Agent” means Odyssey Trust Company, in its capacity as transfer agent and registrar of the Company at its head offices in the city of Calgary, Alberta;

“Underlying Securities” means the Unit Shares, Warrants and Warrant Shares;

“Underwriter’s Option” shall have the meaning ascribed thereto on the face page of this Agreement;

“Unit Share” means a Common Share partially comprising a Unit;

“Units” shall have the meaning ascribed thereto on the face page of this Agreement;

“Underwriter” shall have the meaning ascribed thereto on the face page of this Agreement;

“Warrant” shall have the meaning ascribed thereto on the face page of this Agreement;

“Warrant Agent” shall have the meaning ascribed thereto on the face page of this Agreement;

“Warrant Indenture” shall have the meaning ascribed thereto on the face page of this Agreement; and

“Warrant Share” shall have the meaning ascribed thereto on the face page of this Agreement.

2.	Terms and Conditions.

(a)

Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Underwriter shall purchase, on a “bought deal” private placement basis, or arrange for Substituted Purchasers in the Selling Jurisdictions to purchase, and the Company shall issue and sell to the Underwriter, the Offered Securities at the Offering Price per Unit, pursuant to exemptions from the prospectus requirements available under NI 45-106, in such manner so as not to obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under applicable Securities Laws. The Company agrees that the Underwriter shall have the right to arrange the Offered Securities to be purchased by qualified substituted purchasers in the Selling Jurisdictions (collectively, the “Substituted Purchasers”) in place of the Underwriter in accordance with applicable Securities Laws, and that the obligation of the Underwriter to purchase the Offered Securities shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Offered Securities purchased by such Substituted Purchasers from the Company.

(b)

Filings. The Company undertakes to file, or cause to be filed, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Underlying Securities to the Subscribers may lawfully occur without the necessity of filing a prospectus or an offering memorandum (but on terms that will permit the Underlying Securities acquired by the Subscribers in the Selling Jurisdictions to be sold by such Subscribers, at any time in the Selling Jurisdictions subject to applicable hold periods and other restrictions under applicable Securities Laws), and the Underwriter undertakes to use its commercially reasonable best efforts to cause Subscribers of Offered Securities to complete (and it shall be a condition of Closing in favour of the Company that the Subscribers complete and deliver to the Company) any forms or undertakings required by applicable Securities Laws. All fees payable in connection with such filings shall be at the expense of the Company.

(c)

Offering Memorandum. Neither the Company nor the Underwriter has nor shall it (i) provide to prospective purchasers of Offered Securities any document or other material that would constitute an offering memorandum or “future-oriented financial information” within the meaning of applicable Securities Laws of the Selling Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Offered Securities whose attendees have been invited by a general solicitation or general advertising.

3.	Representations and Warranties of the Company.

The Company represents and warrants to the Underwriter and the Subscribers, and acknowledges that the Underwriter and Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Offered Securities, that:

(a)

the Company is a duly incorporated company and validly existing and in good standing under the corporate laws of its jurisdiction of incorporation and no proceedings have been instituted or, to the Company’s knowledge, are pending for the dissolution or liquidation or winding-up of the Company;

(b)

the Company has the corporate power and capacity to own the assets owned by it and to carry on the business carried on and proposed to be carried on by it, and the Company is duly qualified to carry on business in all jurisdictions in which it carries on business;

(c)

the Company has no subsidiaries;

(d)

the Company (i) is a reporting issuer in the Reporting Jurisdictions and on the Closing Date will have been a reporting issuer in such provinces for at least four months, and (ii) is not included on a list of reporting issuers in default maintained by any of the Securities Regulators of the Reporting Jurisdictions;

(e)

the currently issued and outstanding Common Shares are, and at the time of issue of the Offered Securities will be, listed and posted for trading on the Exchanges and the Company is not in default of any of the listing requirements of the Exchanges applicable to the Company;

(f)

at the Closing Time, the Units will have been duly authorized for issuance and sale pursuant to this Agreement and the Units when created, issued and delivered by the Company pursuant to this Agreement, against payment of the consideration set forth herein, will, at the time of issue, be duly allotted and validly issued and outstanding, and will be free of all liens, charges, and encumbrances. The Units conform and will conform to all statements relating thereto contained in the Transaction Documents and such descriptions conform to the rights set forth in the instruments defining the same. The Units, Underlying Securities, Broker Warrants and Broker Warrant Shares are not subject to the pre-emptive rights of any shareholder of the Company, and, at the Closing Time, all corporate action required to be taken by the Company for the authorization, issuance, sale and delivery of the Units, Underlying Securities, Broker Warrants or Broker Warrant Shares will have been validly taken;

(g)

the Unit Shares, when issued and delivered by the Company pursuant to this Agreement and the Subscription Agreements, against payment of the aggregate Offering Price, will be validly issued as fully paid and non-assessable Common Shares;

(h)

the Warrants, when issued and delivered by the Company pursuant to this Agreement and the Warrant Indenture, against payment of the aggregate Offering Price set forth herein, will be validly issued;

(i)

the Warrant Shares have been duly and validly authorized and allotted for issuance and, upon exercise of the Warrants in accordance with the terms of the Warrant Indenture and full payment therefor, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(j)

the Broker Warrants, upon the issuance and delivery by the Company of the Broker Warrant Certificates, will be validly issued;

(k)

the Broker Warrant Shares have been duly and validly authorized and allotted for issuance and, upon exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates and full payment therefor, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(l)

on the Closing Date, the Unit Shares, Warrants, and upon due exercise of Warrants in accordance with the terms and conditions of the Warrant Indenture, the Warrant Shares, will be qualified investments under the Tax Act and the regulations thereunder for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan, and first home savings account;

(m)

the Company has the requisite corporate power, authority and capacity to enter into the Transaction Documents and to perform the transactions contemplated hereby and thereby, including, as applicable, the creation, issuance, and sale by the Company of the Underlying Securities, Broker Warrants, and Broker Warrant Shares, have been duly authorized by all necessary corporate action of the Company, and the Transaction Documents have been duly executed and delivered by the Company and the Transaction Documents are, and will upon execution and delivery in accordance with the terms hereof and thereof be, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in the Transaction Documents as may be limited by applicable law;

(n)

the form and terms of the certificates for the Unit Shares, Warrants, Warrant Shares, Broker Warrants and Broker Warrant Shares, if any, have been approved and adopted by the directors of the Company at or prior to the Closing Time and will not conflict, at such time, with any applicable Securities Laws, or the BCBCA, or the rules of the Exchanges or the articles and notice of articles of the Company;

(o)

the authorized capital of the Company consists of an unlimited number of Common Shares of which, as of the close of business on March 30, 2026, 14,590,380 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Company and no person has any right, agreement or option, whether pre-emptive, contractual or otherwise, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Company or any other security convertible into or exchangeable for any such shares, or to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital other than as disclosed in the Public Disclosure Documents;

(p)

the Company is not a party to any instrument or subject to any order or ruling which restricts or might restrict its ability to perform the transactions contemplated herein;

(q)

the Company is not party to any agreement or subject to any arrangement that includes participation rights of another entity;

(r)

all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for the execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated thereby, including, as applicable, the creation, issuance and sale of the Underlying Securities, Broker Warrants, and Broker Warrant Shares have been made or obtained, as applicable;

(s)

the execution and delivery of each of the Transaction Documents, the performance by the Company of its obligations thereunder and the consummation of the transactions contemplated thereby, including as applicable, the creation, issuance, and delivery of the Units, Underlying Securities, Broker Warrants, and Broker Warrant Shares, do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company, including any applicable Securities Laws; (B) the constating documents of the Company or any resolutions passed by the board of directors of the Company which are in effect at the date hereof; (C) any Material Agreement to which the Company is a party or by which it is bound; or (D) any judgment, decree or order binding the Company or the property or assets of the Company, and (ii) give rise to any lien, charge or claim in or with respect to the properties or assets now owned by the Company or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting it or any of the Company’s properties;

(t)

the Public Disclosure Documents contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated therein or was necessary to prevent a statement that was made therein from being false or misleading in the circumstances in which it was made and comply with the Securities Laws of the Reporting Jurisdictions and Selling Jurisdictions in all material respects and the Company is not in default of its filings under, nor has it failed to file or publish any document required to be filed or published under applicable Securities Laws of the Reporting Jurisdictions or Selling Jurisdictions since January 1, 2023, and the Company has not filed any confidential material change reports, which remain confidential as of the date hereof;

(u)

the unaudited condensed interim consolidated financial statements of the Company for the period ended December 31, 2025, and notes thereto, and the audited consolidated financial statements of the Company for its years ended March 31, 2025, 2024 and 2023, and notes thereto and the auditor’s report thereon (together, the “Financial Statements”), are true and correct in all material respects and present fairly and accurately the financial position and results of the operations of the Company for the periods then ended and such financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applied on a consistent basis;

(v)

there has been no change in accounting policies or practices of the Company since March 31, 2025;

(w)

since March 31, 2025, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Company or any damage, loss or other change of any kind whatsoever in circumstances materially affecting its business, affairs, capital, prospects or assets, or the right or capacity of the Company to carry on its business, such business having been carried on in the ordinary course;

(x)

there are no material liabilities of the Company, whether direct, indirect, contingent or otherwise which are not disclosed or reflected in the Financial Statements except those incurred in the ordinary course of its business since December 31, 2025;

(y)

all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted, by the Company have been paid, collected or withheld and remitted as applicable. All tax returns, declarations, remittances and filings required to be filed by the Company have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate in all respects and no material fact has been omitted therefrom which would make any of them misleading or result in a Material Adverse Effect. To the Company’s knowledge, no examination of any tax return of the Company is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Company. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of taxes with respect to the Company. Further, the Company has been assessed for all applicable taxes to and including the year ended March 31, 2025 and has received all appropriate refunds, made adequate provision for taxes payable for all subsequent periods and the Company is not aware of any material contingent tax liability of the Company or former subsidiaries not adequately reflected in the Financial Statements;

(z)

at all relevant times, the auditors of the Company are and have been independent public accountants as required under applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and its present or former auditors nor has there been any event which has led the Company’s present or former auditors to threaten to resign as auditors;

(aa)

the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference, (v) material information relating to the Company is made known to those responsible for the preparation of the financial statements during the period in which the financial statements have been prepared and that such material information is disclosed to the public within the time periods required by applicable laws, and (vi) all significant deficiencies and material weaknesses in the design or operation of such internal controls that could adversely affect any of the Company’s ability to disclose to the public information required to be disclosed by them in accordance with applicable laws and all fraud, whether or not material, that involves management or employees that have a significant role in the Company’s internal controls have been disclosed to the audit committee of the Company;

(bb)

the audit committee of the Company is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees;

(cc)

to the Company’s knowledge, no legal or governmental proceedings are pending to which the Company is a party or to which its property is subject that would reasonably be expected to, if adversely decided, result individually or in the aggregate in a Material Adverse Effect and, to the Company’s knowledge, no such proceedings have been threatened against or are contemplated with respect to the Company or its properties;

(dd)

the Company has conducted, and is conducting, its business in all material respects in compliance with all applicable laws and regulations of each jurisdiction in which it carries on business (including all applicable federal, provincial, territorial, municipal and local environmental, anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including relevant exploration permits and concessions), and has not received a notice of non-compliance, and does not know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws or regulations;

(ee)

the Company in compliance in all material respects with all terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of its business and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Company or event which, with notice or lapse or both, could constitute a material breach or default by the Company exists with respect thereto;

(ff)

the Company is in compliance in all material respects with its continuous disclosure obligations under applicable Securities Laws and the information and statements in the Public Disclosure Documents do not contain any misrepresentation or untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from bring false or misleading in the circumstances in which it was made;

(gg)

the Company is not and has not been since January 1, 2023 in material violation of, in connection with the ownership, use, maintenance or operation of its Properties and assets, any applicable federal, provincial, territorial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “environmental laws”). Without limiting the generality of the foregoing:

(i)

the Company has occupied its Properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance in all material respects with all applicable environmental laws and has received all permits, licences or other approvals required of them under applicable environmental laws to conduct their respective businesses, and

(ii)

there are no orders, rulings or directives and no past unresolved claims, complaints, notices or requests for information issued against the Company or, to the Company’s knowledge, there are no orders, rulings or directives pending or threatened against the Company under or pursuant to any environmental laws requiring any material work, repairs, construction or capital expenditures with respect to any Properties or assets of the Company;

(hh)

no notice with respect to any of the matters referred to in the immediately preceding paragraph, including any alleged violations by the Company with respect thereto has been received by the Company and no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the Properties and assets of the Company is in progress, threatened or, to the Company’s knowledge, pending, which would reasonably be expected to have a Material Adverse Effect on the Company and, to the Company’s knowledge, there are no grounds or conditions which exist, on or under any property now owned, operated or leased by the Company, on which any such legal proceeding would reasonably be expected to commence or with the passage of time, or the giving of notice or both, would reasonably be expected to give rise;

(ii)

all significant transactions completed by the Company and its former subsidiaries, including acquisitions of any securities, business or assets of any other entity have been, to the extent required by applicable securities laws, fully and properly disclosed in the Public Disclosure Documents, were completed in material compliance with all applicable corporate and securities laws and all required corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained and complied with;

(jj)

to the Company’s knowledge there are no “significant acquisitions”, “significant dispositions” or “significant probable acquisitions” planned for the Company;

(kk)

the Company has not approved, entered into any binding agreement in respect of, nor has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any of the Properties or assets or any interest therein currently owned, directly or indirectly, by the Company, whether by asset sale, transfer of shares or otherwise;

(ll)

the Company has all material licences, permits, approvals, consents, certificates, registrations and other authorizations (collectively the “Permits”) under all applicable laws and regulations necessary for the operation of the businesses carried on by the Company and each Permit is valid, subsisting and in good standing and the Company is not in default or breach of any Permit, and to the Company’s knowledge, no proceeding is pending or threatened to revoke or limit any Permit;

(mm)

all necessary corporate action has been taken by the Company to allot and authorize the issuance of the Unit Shares, Warrant Shares, and Broker Warrant Shares and to authorize the creation and issuance of the Warrants and the Broker Warrants;

(nn)

other than as disclosed in the Public Disclosure Documents, the Company does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with the Company;

(oo)

the Company has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever;

(pp)

the Company maintains insurance against loss of, or damage to, its material assets including property and casualty insurance for all of its operations on a basis consistent with insurance obtained by reasonably prudent participants in a comparable business in comparable circumstances and all of the policies in respect of such insurance are in amounts and on terms that in the view of the Company’s management are reasonable for operations such as these and are in good standing in all respects and not in default in any material respect;

(qq)

the directors and officers of the Company are as disclosed in the Public Disclosure Documents and the compensation arrangements with respect to the Company’s “named executive officers” (as such term is defined in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers) and there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Company;

(rr)

the Transfer Agent, at its principal offices in the city of Vancouver, British Columbia has been duly appointed as transfer agent and registrar in respect of the Common Shares;

(ss)

the Warrant Agent, at its principal offices in the city of Vancouver, British Columbia has been duly appointed as warrant agent in respect of the Warrants;

(tt)

other than the Underwriter, there are no persons acting or purporting to act at the request of or on behalf of the Company, that are entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement;

(uu)

other than the Company, there is no person that is or will be directly entitled to the proceeds from the sale of the Offered Securities pursuant to this Offering under the terms of any Debt Instrument or Material Agreement, or other instrument, agreement or document (written or unwritten);

(vv)

the Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company;

(ww)

the Company is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument other than in the ordinary course of business;

(xx)

neither the Company nor, to Company’s knowledge, any other person is in default in the observance or performance of any term or obligation to be performed by it under any Material Agreement, and no event has occurred which with notice or lapse of time or both would reasonably be expected to constitute such a default;

(yy)

there are no material amendments to the Material Agreements that have been, or are required to be, or, to Company’s knowledge, are proposed to be, made;

(zz)

the minute books and records of the Company made available to counsel for the Underwriter in connection with its due diligence investigation of the Company are all of the minute books and records of the Company and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Company and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Company to the date of this Agreement not reflected in such minute books and other records other than any meetings, resolutions and proceedings in connection with the Offering. All material transactions of the Company and any former subsidiaries have been properly recorded in the minute books in all material respects;

(aaa)

other than ongoing litigation involving a former officer of the Company as disclosed in the Public Disclosure Documents, which the Company does not consider material, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the Company’s knowledge, pending, threatened against or affecting the Company, or to the Company’s knowledge, threatened or pending, against the Company at law or in equity or before or by any federal, provincial, territorial, state, municipal or other Governmental Authority or governmental department, commission, board, bureau or agency of any kind whatsoever;

(bbb)

there are no judgments against the Company which are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject;

(ccc)

other than the Jol property, the Properties are the only mineral properties, claims or interests which the Company considers material to the business and operations of the Company;

(ddd)

(i) the Company is the absolute legal and beneficial owner of, or has contractual interests or rights to, and has good and marketable title to the Properties, free of any material mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the Public Disclosure Documents, and no other rights are necessary for the conduct of the business of the Company as currently conducted or contemplated to be conducted other than those described in the Public Disclosure Documents, (ii) the Company knows of no claim or basis for any claim that would reasonably be expected to materially adversely affect the right of the Company to use, transfer or otherwise exploit such property rights, other than those described in the Public Disclosure Documents, and (iii) the Company has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof, except as described in the Public Disclosure Documents;

(eee)

all material property, options, leases, concessions, claims or other, direct or indirect, interests in natural resource properties and surface rights for exploration and exploitation, extraction and other mineral property rights in which the Company holds an interest or right, including for greater certainty with respect to the Properties (collectively, the “Property Rights”) are completely and accurately described in the Public Disclosure Documents, the Company is the legal and beneficial owner of such Property Rights and the Property Rights are in good standing and are valid and enforceable and free and clear of any material liens, charges or encumbrances;

(fff)

any and all of the agreements and other documents and instruments pursuant to which the Company holds the Properties (including any option agreement and any interest in, or right to earn an interest in, any of the Properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof and the Company is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged;

(ggg)

to the Company’s knowledge, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Properties, except for ongoing assessments being conducted by or on behalf of the Company in the ordinary course;

(hhh)

no part of the Properties, or the Property Rights or permits of the Company have been taken, revoked, condemned, or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to Company’s knowledge, been commenced, threatened, or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings;

(iii)

the Company’s Properties located in Manitoba and Saskatchewan are comprised of all leases, claims, and other interests as set forth in the Public Disclosure Documents, and the title opinions to be delivered in satisfaction of Section 7(f) address all of the concessions, claims and other mineral interests in respect of such Properties on which Qualified Expenditures will be incurred;

(jjj)

no dispute exists between the Company and any local, aboriginal or indigenous group, or to the Company’s knowledge, is threatened or imminent with respect to any of the Properties or the Property Rights;

(kkk)

the Company is in compliance with the requirements of NI 43-101 and has duly filed all reports required to be filed by the Company pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), and to the Company’s knowledge all such reports comply in all material respects with the requirements of NI 43-101, including the information contained therein relating to scientific and technical information, and there is no new material scientific or technical information concerning the Properties addressed in the technical reports since the date thereof that would require a new technical report in respect of such property to be issued under NI 43-101;

(lll)

all information disclosed in the Public Disclosure Documents and technical reports of the Company, including information relating to estimates of mineral resources of, if applicable, mineral reserves: (i) is based upon information prepared, reviewed and verified by or under the supervision of a “qualified person” as defined in NI 43-101, (ii) to the Company’s knowledge has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43-101, (iii) the method of estimating the minerals resources and, if applicable, mineral reserves has been verified by individuals with mining experience, (iv) the information upon which the estimates of mineral resources and, if applicable, mineral reserves was based was, at the time of delivery thereof, complete and accurate in all material respects, and (v) remains true, complete and accurate in all material respects as at the date hereof;

(mmm)

except as disclosed in the Public Disclosure Documents, the Company does not have any responsibility or obligation to pay or have paid on its behalf any commission, royalty or similar payment to any person with respect to the Properties as of the date hereof since November 14, 2024;

(nnn)

no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the trading of the Company’s issued securities has been issued and no proceedings for such purpose are pending or, to the Company’s knowledge, threatened;

(ooo)

the Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the Exchanges and the Company is currently in compliance with the rules and policies of the Exchanges in all material respects;

(ppp)

no order ceasing, halting or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued to and is outstanding against the Company’s directors or officers and no investigations or proceedings for such purposes are pending or, to the Company’s knowledge, threatened;

(qqq)

to the Company’s knowledge, there are no regulatory investigations commenced, pending or threatened against any of the Company’s officers or directors and none of the officers or directors of the Company are now or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(rrr)

the Company has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Company except for taxes not yet due, and, to the Company’s knowledge, there are no audits of any of the tax returns of the Company pending, and there are no claims which have been or would reasonably be expected to be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a Material Adverse Effect;

(sss)

no proceedings have been taken, instituted or, to the Company’s knowledge, are pending for the dissolution or liquidation of the Company;

(ttt)

there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company or other persons that would reasonably be expected to result in a Material Adverse Effect on the Company;

(uuu)

none of the directors or officers of the Company nor any of its shareholders is indebted or under any obligation to the Company, on any account whatsoever, other than for (i) payment of salary, bonus and other employment or consulting compensation, (ii) reimbursement for expenses duly incurred in connection with the business of the Company, and (iii) for other standard employee benefits made generally available to all employees;

(vvv)

none of the Company nor to the Company’s knowledge any of their directors or officers are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever where non-compliance would have a Material Adverse Effect;

(www)

none of the Company nor to the Company’s knowledge any of their employees or agents have made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws, in a manner that would reasonably be expected to have a Material Adverse Effect;

(xxx)

to the Company’s knowledge, neither the Company nor any director, officer, employee, consultant, representative or agent of the Company, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any governmental entity; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor, to the Company’s knowledge, any director, officer, employee, consultant, representative or agent of the Company, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any governmental entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging noncompliance with any such laws;

(yyy)

the operations of the Company are and have been conducted at all times in all material respects in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator or non-Governmental Authority involving the Company with respect to the Money Laundering Laws is to the Company’s knowledge pending or threatened;

(zzz)

neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee, affiliate or person acting on behalf of the Company is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Company will not knowingly, directly or indirectly, use the proceeds of the Offering, or knowingly lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC;

(aaaa)

no material labour dispute with the employees of the Company currently exists or, to the Company’s knowledge, is imminent. The Company is not a party to any collective bargaining agreement and, to the Company’s knowledge, no action has been taken or is contemplated to organize any employees of the Company;

(bbbb)

all material information and documentation concerning the Company (including but not limited to information and documentation concerning the Properties and Material Agreements), the Units and the Offering, that has been provided to the Underwriter and their counsel at their request by the Company in connection with this Agreement is, as of the date of such information, true and correct in all material respects and does not omit any fact or information which would make such information misleading. The Company has not withheld from the Underwriter or their counsel any material facts relating to the Company or the Offering;

(cccc)

the Company has no knowledge of any proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares;

(dddd)

the expenses to be renounced by the Company to the Subscribers will constitute Qualified Expenditures on the effective date of the renunciation. The Qualified Expenditures to be renounced by the Company to the Subscribers (i) will constitute CEE on the effective date of the renunciation, (ii) will be eligible for qualification as Flow-Through Critical Mineral Mining Expenditures on the effective date of renunciation, (iii) will not include any amount that has previously been renounced by the Company to any of the Subscribers or to any other person; (iv) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscribers, and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act;

(eeee)

the Company has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date, and renounce to the Subscribers in accordance with the terms of this Agreement and the Subscription Agreements, Qualified Expenditures in the amount equal to the Commitment Amount;

(ffff)

the Company has no reason to expect any reduction of Qualified Expenditures by virtue of subsection 66(12.73) of the Tax Act;

(gggg)

but for any agreement, arrangement, or understanding to which the Company is not a party and of which it has no knowledge, the Unit Shares and Warrants when issued to the Subscribers will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and not “prescribed shares” or “prescribed rights”, respectively, within the meaning of section 6202.1 of the regulations to the Tax Act;

(hhhh)

if the Company amalgamates with any one or more companies, any shares or warrants issued to or held by the Subscribers as a replacement for the Unit Shares or Warrants as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act or otherwise, as “flow-through shares” as defined in subsection 66(15) of the Tax Act, and in particular will not be “prescribed shares” or “prescribed rights”, each as defined in section 6202.1 of the regulations to the Tax Act;

(iiii)

the Company is and will remain at all relevant times for purposes of the renunciation envisioned in this Agreement and the Subscription Agreements, a Principal Business Corporation;

(jjjj)

neither the Company nor any corporation related (within the meaning of the Tax Act) to the Company is party to any previous agreement for the issuance of “flow-through shares” as defined by the Tax Act for which the required expenditures have not been incurred;

(kkkk)

neither the Company nor any of its former subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

(llll)

all documents and information delivered and provided by or on behalf of the Company to the Underwriter as a part of its due diligence in connection with the Offering were complete and accurate in all material respects; and

(mmmm)

the Company is not, and has never been, in default of any of its legal obligations in respect of any “flow-through share” financings previously undertaken by the Company.

4.	Covenants of the Company.

4.1           The Company hereby covenants to the Underwriter, the Subscribers and their respective its permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities that the Company shall:

(a)

for a period of two years following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” or the equivalent not in default of applicable Securities Laws in the Reporting Jurisdictions, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase or sale of all of the outstanding Common Shares so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Exchanges (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted);

(b)

for a period of two years following the Closing Date, use commercially reasonable efforts to maintain its listing on the Exchanges, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the Exchanges (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted) so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Exchanges (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).;

(c)

execute and file with the applicable Canadian Securities Regulators, the United States Securities and Exchange Commission, and the Exchanges all forms, notices and certificates required to be filed by the Company pursuant to the applicable Securities Laws and the policies of the Exchanges in the time required by the applicable Securities Laws and the policies of the Exchanges, including, but not limited to, the Form 45-106F1 and Form 45-106F6, as applicable, of NI 45-106 and any other forms, notices and certificates pursuant to the closing conditions set forth in Section 7 hereof;

(d)

immediately send to the Underwriter and their legal counsel copies of all correspondence and filings to and correspondence from the Securities Regulators relating to the Offering;

(e)

permit the Underwriter and their legal counsel to participate fully in the preparation of any documents regarding the Offering and allow the Underwriter and their legal counsel to conduct such full and comprehensive review of the Company’s business, capital and operations as the Underwriter considers necessary, acting reasonably;

(f)

duly execute and deliver the Transaction Documents at the Closing Time and shall comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company;

(g)

fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 7 hereof;

(h)

ensure that the Unit Shares shall, upon issuance in accordance with their terms, be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;

(i)

ensure that the Warrants shall, upon issuance in accordance with their terms, be duly and validly created, authorized and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements, and the Warrant Indenture, as applicable;

(j)

ensure, at all times while any Warrants remain outstanding, that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants. The Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture (and receipt by the Company of the exercise price therefor), shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture;

(k)

ensure that the Broker Warrants shall, upon issuance in accordance with their terms, be duly and validly created, authorized and issued and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Broker Warrant Certificates, as applicable;

(l)

ensure, at all times while any Broker Warrants remain outstanding, that sufficient Broker Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Broker Warrants. The Broker Warrant Shares, upon issuance in accordance with the terms of this Agreement and the Broker Warrant Certificates (and receipt by the Company of the exercise price therefor), shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Broker Warrant Certificates;

(m)

provide the Underwriter with draft press releases relating to the Offering and the opportunity to comment and obtain their prior approval, acting reasonably, to the form and content of any such press releases; and

(n)

not take any action so as to require the filing of a prospectus with respect to the Offering.

4.2           The Company hereby covenants to the Underwriter, the Subscribers and their respective permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities, as follows:

(a)

Standstill. The Company shall not issue or sell any Common Shares or financial instruments convertible or exercisable into Common Shares or announce any intention to do so commencing on the date of the Engagement Letter until the date which is 120 days after the Closing Date without the prior written consent of the Underwriter, such consent not to be unreasonably withheld, delayed or conditioned, except in conjunction with: (i) the Offering or the exercise of the Underwriter’s Option; (ii) the grant or exercise of stock options, the issuance or settlement of restricted share units or performance share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements; (iii) the issuance of securities upon the conversion, exercise or exchange of outstanding warrants or other convertible, exercisable or exchangeable securities existing as of the Closing Date; (iv) obligations of the Company in respect of existing agreements, including, but not limited to, the investor rights agreement with Denison Mines Corp. and its related agreements; (v) the issuance of securities by the Company in connection with acquisitions in the normal course of business; (vi) issuances in connection with the Company’s at-the-market offering with the Underwriter; or (vii) as otherwise set out in the Engagement Letter.

(b)

Lock-Up Agreements. The Company shall cause its senior officers and directors to enter an agreement in favour of the Underwriter, prior to or concurrent with the entering into of this Agreement, pursuant to which each will agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any common shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire common shares or other equity securities of the Company for a period of 120 days after the Closing Date, without the prior written consent of the Underwriter, such consent not to be unreasonably withheld, and other than pursuant to a take-over bid or any other similar transaction made generally to all shareholders of the Company and in certain other circumstances as agreed to between the Company and the Underwriter, each acting reasonably.

(c)

Use of Proceeds. The Company shall, on or after the Closing Date and on or before the Termination Date, incur Qualified Expenditures on one or more of its Properties in an amount not less than the amount of the Commitment Amount. The Company shall use the Commitment Amount to incur, directly or indirectly, Qualified Expenditures related to the Company’s projects in Canada.

(d)

Renunciation of Qualified Expenditures. The Company will, commencing on or after the Closing Date and before the Termination Date, carry out or cause to be carried out the Exploration Programs and in connection therewith agrees to incur Qualified Expenditures in an aggregate amount not less than the Commitment Amount in accordance with this Agreement and the Subscription Agreements such that the Company will be able to renounce to the Subscribers, with an effective date of December 31, 2026, Qualified Expenditures in an amount equal to the Commitment Amount. The Company will renounce in prescribed form to the Subscribers with an effective date not later than December 31, 2026, provided that the Subscribers, and any party for whom the Subscribers are acting, and where either is a partnership, each partner thereof, deal at “arm’s length” with the Company in 2027 for purposes of the Tax Act, Qualified Expenditures in an amount equal to the Commitment Amount, not subject to any reduction under subsection 66(12.73) of the Tax Act. The Company will in no event be required to renounce the Qualified Expenditures effective as of December 31, 2026, or be liable in respect of any failure to renounce with such effective date, if the Subscribers or any party for whom the Subscribers are acting (or if the Subscriber or such party is a partnership, any partner thereof) does not deal at arm’s length with the Company in 2027 for purposes of the Tax Act. The Company will ensure that all expenses renounced to the Subscribers pursuant to the Subscription Agreements will be Qualified Expenditures. The Company will renounce in prescribed form to the Subscribers in accordance with subsection 66(12.6) of the Tax Act and 66(12.66) of the Tax Act where applicable and any applicable provincial legislation, Qualified Expenditures in an amount equal to the Commitment Amount with an effective date no later than December 31, 2026. The Company has the full corporate right, power and authority to incur and renounce to the Subscribers Qualified Expenditures in an amount equal to Commitment Amount prior to the Termination Date.

(e)

No Reduction to Renunciation. Unless required to do so pursuant to subsection 66(12.73) of the Tax Act, the Company shall not reduce the amount renounced to the Subscribers pursuant to subsection 66(12.6) of the Tax Act. If the Company receives, or becomes entitled to receive any Assistance and the receipt of or entitlement to receive such Assistance has or will have the effect of reducing the amount of Qualified Expenditures validly renounced to the Subscribers under the Subscription Agreements to less than the Commitment Amount, the Company will incur additional Qualified Expenditures so that it renounces Qualified Expenditures in an amount no less than the Commitment Amount paid by the Subscriber for the Unit Shares and Warrants.

(f)

Assistance. Any Assistance in respect of expenses incurred by or on behalf of the Company pursuant to the Subscription Agreements will be for the sole benefit of the Company, except that the Company will not claim Assistance to the extent (if any) it would impair the ability of the Company to renounce the Qualified Expenditures envisioned under this Agreement or impair the ability of the Subscriber to claim the Flow-Through Critical Mineral Mining Expenditure tax credit, if available.

(g)

No Impairment to Renounce. The Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualified Expenditures to the Subscribers in an amount equal to the Commitment Amount. The Company will not claim as CEE under the Tax Act or under any provincial legislation any amount in respect of Qualified Expenditures incurred by it that would wholly or partly impair its ability to make the renunciations provided in the Subscription Agreements. Further, the Company will not make any renunciation other than pursuant to the Subscription Agreements that would render it wholly or partly incapable of making any renunciation provided for in the Subscription Agreements or that would render any renunciation made pursuant to the Subscription Agreements wholly or partly ineffective.

(h)

Indemnification. If the Company does not renounce to the Subscribers effective on or before December 31, 2026, Qualified Expenditures equal to the Commitment Amount, the Company shall indemnify and hold harmless the Subscribers and, if the Subscriber is a partnership, each of the partners thereof (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth (20th) business day following the date the amount is determined but in any event no later than July 1, 2027, an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(c) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount of Qualified Expenditures renounced to the Subscriber by the Company is reduced or the CRA (or any similar provincial tax authority) reduces the amount renounced by the Company to the Subscribers pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation),

the Company shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth (20th) business day following the receipt by the Company of a notice of assessment or reassessment issued by the CRA (or any corresponding provincial tax authority) to the Indemnified Person describing such reduction, an amount equal to the amount of any tax (within the meaning of an “excluded obligation” in subparagraph 6202.1(5)(c) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse or right of action that the Subscribers may have at common law or civil law against the Company. To the extent that any party entitled to be indemnified hereunder is not a signatory of the Subscription Agreements, the Subscribers shall obtain and hold the rights and benefits of the Subscription Agreements in trust for, and on behalf of, such person (provided that such person is a beneficial purchaser for whom the Subscriber is acting) and such person shall be entitled to enforce the provisions of this section notwithstanding that such person is not a signatory of the Subscription Agreement. For greater certainty the foregoing indemnity shall have no force or effect and the Subscribers shall have no recourse or right of action to the extent that such indemnity, recourse or right of action would otherwise cause the Unit Shares to be “prescribed shares” or cause the Warrants to be “prescribed rights”, each within the meaning of subsection 6202.1 of the regulations to the Tax Act.

(i)

CRA Filings. The Company shall file with the CRA (and with any applicable provincial or territorial tax authority) within the time prescribed by subsection 66(12.68) of the Tax Act (and any similar provincial or territorial legislation), the forms prescribed for the purposes of such legislation together with a copy of the Subscription Agreements or any “selling instrument” contemplated by such legislation and shall forthwith following such filing provide to the Subscribers a copy of such form certified by an officer of the Company. The Company shall file, on or before February 28, 2027, any return required to be filed under Part XII.6 of the Tax Act in respect of each applicable year, and will pay any tax or other amount owing in respect of that return on a timely basis.

(j)

Delivery of Prescribed Forms. The Company will file within the time periods prescribed by the Tax Act (including the time prescribed under subsection 66(12.7) of the Tax Act) or any relevant provincial or territorial legislation, the relevant Prescribed Forms and all other forms with the relevant Governmental Authority as are necessary to effectively renounce Qualified Expenditures to the Subscribers in an amount equal to the Commitment Amount, with an effective date no later than December 31, 2026, and deliver to the Subscribers copies of such Prescribed Forms and other forms as filed including, on or before February 28, 2027, the relevant Prescribed Forms (fully completed and executed) renouncing to the Subscriber Qualified Expenditures in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2026 (including a Statement of Resource Expenses (T101) for the Subscriber), such delivery constituting the authorization of the Company to the Subscriber to file such Prescribed Forms with the relevant Governmental Authority.

(k)

Renunciation Priority and Pro Rata Reduction. The Company shall incur (or be deemed to incur) and renounce Qualified Expenditures pursuant to the Subscription Agreements and all other agreements with other persons providing for the issue of Units entered into by the Company on the Closing Date (collectively, the “Other Agreements”) pro rata by the number of Units issued or to be issued pursuant thereto before incurring and renouncing CEE pursuant to any other agreement which the Company may enter into after the Closing Date with any person with respect to the issue of shares which are “flow-through shares” as defined by the Tax Act. If the Company is required by the Tax Act or otherwise to reduce Qualified Expenditures previously renounced to the Subscribers, and unless the Subscribers would not be adversely affected or otherwise agrees, the reduction shall be made pro rata by the number of Unit Shares and Warrants issued or to be issued pursuant to the Subscription Agreements and the Other Agreements only after it has first reduced to the extent possible all CEE renounced to persons under any agreements relating to shares or rights that are “flow-through shares” as defined by the Tax Act entered into after the Closing Date.

(l)

Notification of Excess Amounts Renounced. Where an amount that the Company has purported to renounce to a Subscriber effective no later than December 31 of a particular year exceeds the amount that it can renounce on that effective date because it did not actually incur Qualified Expenditures within the time period required by the Tax Act (the “Particular Time Period”), and if at the end of the Particular Time Period the Company knew or ought to have known of all or part of such excess renunciation, the Company will file a statement in prescribed form before March 1 of the year following the particular year, all as required by subsection 66(12.73) of the Tax Act. A copy of such statement will be sent concurrently to the Subscriber.

(m)

CRA Audits. Upon the Company becoming aware that on completion of a CRA review or audit of the Qualified Expenditures spent by the Company, that the CRA intends to challenge or deny the deduction of some or all of the Qualified Expenditures renounced to the Subscribers under the Subscription Agreements, the Company will notify the Subscribers immediately.

(n)

No Prescribed Relationship. To the Company’s knowledge, the Company does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscribers and, if a Subscriber is a partnership, any partner or limited partner of such Subscriber. Neither the Company nor any director, employee, officer, other person acting on behalf of the Company or any person having a Prescribed Relationship with the Company has made any written or oral representations that any person will resell or repurchase the Unit Shares or the Warrants.

(o)

No Other Agreements. The Company shall not enter into any other agreement which would prevent or restrict its ability to renounce to the Subscribers the amount of Qualified Expenditures to be incurred in accordance with the Subscription Agreements.

(p)

Critical Mineral Certification. The Company has obtained a Critical Mineral Certification and otherwise complied with all requirements under the Tax Act in respect of the renunciations of Flow-Through Critical Mineral Mining Expenditures to be effected under the Subscription Agreements.

(q)

Filing Requirements. The Company will comply with all filing requirements of the Tax Act in respect of the Subscription Agreements and all other requirements of the Tax Act and any applicable provincial or territorial tax legislation necessary to effectively renounce Qualified Expenditures equal to the Commitment Amount to the Subscribers in accordance with the Subscription Agreements.

(r)

Sufficient Renounceable CEE. The Company will, on the effective date of each renunciation of CEE to the Subscribers pursuant to the Subscription Agreements, maintain sufficient renounceable cumulative CEE to make the renunciation.

(s)

Books and Records. The Company will keep proper books, records and accounts of all Qualified Expenditures and all transactions affecting the Commitment Amount and the Qualified Expenditures, and upon reasonable notice, it will make such books, records and accounts available for inspection on or by or on behalf of a Subscriber at such Subscriber’s expense.

5.	Representations, Warranties and Covenants of the Underwriter.

The Underwriter hereby represents, warrants and covenants to the Company and acknowledges that the Company is relying upon such representations and warranties in completing the Closing, that:

(a)

in respect of the offer and sale of the Offered Securities, the Underwriter will conduct its activities in connection with the Offering and comply with all applicable Securities Laws and the provisions of this Agreement;

(b)

the Underwriter shall only sell the Offered Securities in accordance with Securities Laws and to persons who represent themselves as being:

(i)

persons purchasing as principal or deemed to be purchasing as principal under Securities Laws or purchasing as authorized agent on behalf of a disclosed principal; and

(ii)

qualified to purchase the Offered Securities under the applicable exemptions from the prospectus requirements of NI 45-106 in the Selling Jurisdictions or in such other jurisdictions as may be agreed to by the Company and the Underwriter;

(c)

the Underwriter shall ensure that any dealer who is appointed by it pursuant to this Agreement agrees in writing to comply with the covenants and obligations given by the Underwriter herein;

(d)

the Underwriter is duly registered in the appropriate category of dealer under the Securities Laws in each of the Selling Jurisdictions, and in Selling Jurisdictions in which the Underwriter is not registered, the Underwriter will, if required by Securities Laws, act only through members of a selling group who are so registered; and

(e)

the Underwriter has not and will not solicit offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Offered Securities so as to require the filing of a prospectus or offering memorandum with respect thereto or the provision of a contractual right of action (as defined in OSC Rule 14-501) under the laws of any jurisdiction.

6.	Closing Deliveries.

The Company and the Underwriter shall cause the Closing to occur on March 31, 2026 or such other date as may be agreed by the Company and the Underwriter. The Closing of the transactions contemplated under this Agreement shall be completed via electronic exchange.

At or before the Closing Time, the Underwriter shall have delivered to the Company:

(a)

completed and executed Subscription Agreements (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company;

(b)

written direction for the Commission and expenses payable and Broker Warrants issuable by the Company to the Underwriter pursuant to this Agreement; and

(c)

such further documentation as may be contemplated herein or as the Company may reasonably require.

At or before the Closing Time, the Company shall deliver to the Underwriter:

(a)

the Offered Securities, whether by way of electronic deposit or delivery of certificates in definitive form, and Broker Warrants by way of delivery of certificates in definitive form, in each case as directed by the Underwriter;

(b)

payment of the Commission and expenses payable by the Company to the Underwriter pursuant to this Agreement, which for certainty, may be retained and withheld by the Underwriter from the gross proceeds of the sale of the Units;

(c)

the requisite legal opinions, agreements and certificates as contemplated in Section 7 of this Agreement; and

(d)

such further documentation as may be contemplated herein or as the Underwriter may reasonably require;

against payment by the Underwriter to the Company of the aggregate purchase price for the Offered Securities by wire transfer payable to the Company.

7.	Closing Conditions.

The Underwriter’s obligation to purchase the Offered Securities at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a)

the Underwriter shall have received a certificate dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company (or such other appropriate officer of the Company as agreed to by the Underwriter) addressed to the Underwriter and their counsel, with respect to (i) the constating documents of the Company, (ii) all resolutions of the Company’s board of directors relating to the Offering, the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers, and such other matters as the Underwriter may reasonably request;

(b)

the Underwriter shall have received executed lock-up agreements as contemplated by Section 4.2(b);

(c)

each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriter and its counsel, acting reasonably;

(d)

the Underwriter shall have received a favourable legal opinion addressed to the Underwriter and the Subscribers dated the Closing Date from Canadian counsel for the Company (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and (ii) as to matters of law, on consulting counsel in the applicable local jurisdictions), in form and substance satisfactory to the Underwriter and their counsel acting reasonably, substantially with respect to the following matters:

(i)

the existence of the Company under the laws of the Province of British Columbia and as to the good standing of the Company under the BCBCA, and the Company having the requisite corporate power and capacity under the laws of the Province of British Columbia to carry on its business as presently carried on and to own its properties and assets;

(ii)

the authorized and issued capital of the Company;

(iii)

the Company having the corporate capacity and power: (A) to execute and deliver the Transaction Documents and to perform its obligations thereunder, and (B) to issue and sell the Offered Securities;

(iv)

all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Transaction Documents and the performance of the Company’s obligations thereunder;

(v)

each of the Transaction Documents having been executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with its terms;

(vi)

the execution and delivery of the Transaction Documents and the performance by the Company of its obligations thereunder and the issuance, sale and delivery of the Offered Securities to be issued and sold by the Company do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not violate (A) the provisions of the BCBCA; or (B) the constating documents of the Company;

(vii)

the Unit Shares having been duly and validly issued as fully paid and non-assessable Common Shares;

(viii)

all necessary corporate action having been taken by the Company so as to validly create, authorize, and issue the Warrants, and upon issuance and delivery by the Company in accordance with the Warrant Indenture, the Warrants will be validly issued;

(ix)

the Warrant Shares having been authorized and allotted for issuance and, upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and any applicable certificate representing the Warrants, and payment of the exercise price, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(x)

all necessary corporate action having been taken by the Company so as to validly create, authorize, and issue the Broker Warrants, and upon issuance and delivery by the Company in accordance with the Broker Warrant Certificates, the Broker Warrants will be validly issued;

(xi)

the Broker Warrant Shares having been authorized and allotted for issuance and, upon the exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, and payment of the exercise price, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(xii)

the offering, issuance and sale of the Unit Shares and Warrants to Subscribers resident in the Selling Jurisdictions in accordance with the Subscription Agreements and issuance by the Company of the Broker Warrants in accordance with the terms of this Agreement and the Broker Warrant Certificates are exempt from the prospectus requirements of the securities laws of the Selling Jurisdictions, and no prospectus is required, nor are any other documents required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of any regulatory authority required to be obtained by the Company under the securities laws of such offering, issuance, and sale, as applicable; it being noted however, that, the Company is required to, within ten days after the date the trades are made, file a report on Form 45-106F1 with the securities commissions in the Selling Jurisdictions in which the trades were made, accompanied, in all cases, by the prescribed fees;

(xiii)

the issuance of the Warrant Shares upon due exercise of the Warrants in accordance with the terms of the Warrant Indenture, and any applicable certificate representing the Warrants, will be exempt from the prospectus requirements of the securities laws of the Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Securities Laws to permit such issuance and delivery;

(xiv)

the issuance of the Broker Warrant Shares upon due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates, will be exempt from the prospectus requirements of Canadian Securities Laws in the Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;

(xv)

no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Canadian Securities Laws in the Selling Jurisdictions connection with the first trade of the Underlying Securities, Broker Warrants and Broker Warrant Shares unless at the time of such trade:

(A)

the Company is and has been a reporting issuer (as defined under the applicable securities laws) in a jurisdiction of Canada for the four months immediately preceding the trade;

(B)

at least four months have elapsed from the “distribution date” (as defined under NI 45-102) of the Underlying Securities and Broker Warrants;

(C)

the certificates representing the Unit Shares, Warrants and Broker Warrants, and if the Warrants or Broker Warrants are exercised prior to August 1, 2026, the Warrant Shares or Broker Warrant Shares, are issued with a legend stating the prescribed restricted period in accordance with section 2.5(2)3.(i) of NI 45-102 and, if the security is entered into a direct registration system or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in section 2.5(2)3.(i) of NI 45-102;

(D)

such trade is not a “control distribution” (as defined in the NI 45-102);

(E)

no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of such trade;

(F)

no extraordinary commission or consideration is paid to a person or corporation in respect of such trade; and

(G)

if the selling securityholder is an “insider” or “officer” of the Company (as such terms are defined under Canadian Securities Laws in the applicable Selling Jurisdictions), the selling securityholder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as such term is defined in National Instrument 14-101 – Definitions);

(xvi)

but for any agreement, arrangement or understanding to which the Company is not a party and of which it has no knowledge, upon issue, the Unit Shares and Warrants comprising the Units will each be “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not be “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act;

(xvii)

the expenditures to be renounced in respect of the Units under the Subscription Agreements will be expenses that qualify as “Canadian exploration expense” in subsection 66.1(6) of the Tax Act (as revised pursuant to the Proposed Amendments), or that would be described in paragraph (h) of that definition if the references therein to “paragraphs (a) to (d) and (f) to (g.4)” were a reference to “paragraph (f)”, other than amounts which are (i) prescribed to be CEDOE for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any Assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, (iv) any expenditures described in paragraph 66(12.6)(b.2) of the Tax Act or (v) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act;

(xviii)

the Company qualifies as a Principal Business Corporation; and

(xix)

Odyssey Trust Company has been duly appointed by the Company as the transfer agent and registrar for the Common Shares and warrant agent for the Warrants pursuant to the Warrant Indenture;

(e)

the Underwriter shall have received a certificate of good standing for the Company dated within one Business Day (or such earlier or later date as the Underwriter may accept) of the Closing Date;

(f)

the Company will have caused favourable legal opinions to be delivered by its outside legal counsel addressed to the Underwriter, with respect to title of the Properties located in Manitoba and Saskatchewan on which the Company will incur Qualified Expenditures, in form and substance satisfactory to the Underwriter and their counsel acting reasonably, including in respect of those matters that are usual and customary for transactions of this nature and subject to the usual and customary assumptions, limitations and qualifications;

(g)

the Underwriter shall not have exercised any rights of termination set forth in this Agreement;

(h)

the Underwriter shall have received a certificate from the Transfer Agent as to its appointment as transfer agent and registrar of the Common Shares and confirming the issued and outstanding Common Shares as at the Business Day prior to the Closing Date;

(i)

the Underwriter shall have received a certificate from the Warrant Agent as to its appointment as warrant agent in respect of the Warrants pursuant to the Warrant Indenture; and

(j)

the Underwriter shall have received copies of the reporting issuer lists evidencing that the Company is a “reporting issuer”, or its equivalent, in each of the Reporting Jurisdictions and that it is not on the list of defaulting reporting issuers maintained by each of the Securities Regulators in the Reporting Jurisdictions.

8.	Rights of Termination.

In addition to any other remedies which may be available to the Underwriter, the Underwriter shall have the right, at its sole option, to terminate its obligations under this Agreement including its obligation to purchase the Offered Securities (and the obligations of the Subscribers arranged by it to purchase Offered Securities) by written notice to that effect given to the Company at or prior to the Closing Time, if at any time prior to the Closing Time:

(a)

any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the Exchanges or any securities regulatory authority) or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriter, operates to prevent, restrict or otherwise materially adversely effect the distribution or trading of the Offered Securities or any other securities of the Company;

(b)

there shall occur or come into effect any material change in the business, affairs or financial condition of the Company or its subsidiaries or any change in any material fact, or there should be discovered any previously undisclosed material fact which, in each case, in the reasonable opinion of the Underwriter, has or reasonably be expected to have a material adverse effect on the market price or value or marketability of the Offered Securities;

(c)

there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriter, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company or the marketability of the Offered Securities;

(d)

an order shall have been made or threatened to cease or suspend trading in the Offered Securities, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Securities, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the Exchanges;

(e)

the Company is in breach of any term, condition or covenant of this Agreement that may not be reasonably expected to be remedied prior to Closing Time or any representation or warranty given by the Company becomes or is false; or

(f)

there shall occur or have been announced by the appropriate governmental entity, any change or proposed change in the Tax Act or other applicable legislation, the regulations thereunder, current administrative decisions or practices or court decisions or any other applicable tax rules which, in the reasonable opinion of the Underwriter, would reasonably be expected to have a material adverse effect on the tax consequences associated with the purchase, holding or resale of the Unit Shares and Warrants or on any distribution that will be made by the Company to the holders of the Unit Shares and Warrants or on the market price or value or marketability of the Offered Securities.

The rights of termination contained in subparagraphs 8(a)-(f) above are in addition to any other rights or remedies the Underwriter may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by the Agreement or otherwise. In the event of any such termination by an Underwriter, there shall be no further liability on the part of the Underwriter to the Company or on the part of the Company to the Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect such termination in respect of Section 9 (Expenses) and Section 13 (Indemnity) of this Agreement.

Expenses.

Whether or not the Offering is completed, the Company shall pay all expenses and fees of, or incidental to, the sale of the Offered Securities, including the “out-of-pocket” expenses of the Underwriter in relation to the Offering (including HST), including all marketing expenses, and all reasonable fees and disbursements of the Underwriter’s legal counsel (up to a maximum of $100,000 exclusive of disbursements and applicable taxes). Fees and expenses incurred by the Underwriter or on their behalf shall be payable by the Company in addition to any other fees payable under this Agreement and shall be payable by the Company without undue delay upon receiving an invoice therefor from the Underwriter.

10.	Underwriter’s Compensation.

10.1         The Company shall be entitled to include certain Subscribers on a president’s list for sales of Offered Securities for maximum gross proceeds of up to $500,000, as shall be agreed upon by the Underwriter and the Company (the “President’s List”), provided that the Underwriter shall not be required to conduct a suitability review in respect of sales to Subscribers on the President’s List.

10.2         In consideration of the services to be rendered by the Underwriter in connection with the Offering, the Company shall pay to the Underwriter a cash commission (the “Commission”) equal to 6.0% of the aggregate gross proceeds from sales of the Offering, other than in respect of sales to Subscribers on the President’s List, in which a Commission of 2.0% is payable. As additional consideration for the services to be rendered by the Underwriter in connection with the Offering, the Company shall issue to the Underwriter such number of broker warrants (the “Broker Warrants”) equal to 6.0% (reduced to 2.0% in respect of sales to Subscribers on the President’s List) of the number of Units sold pursuant to the Offering, with each Broker Warrant exercisable to acquire one Common Share (each a “Broker Warrant Share”) at an exercise price of $3.40 per Broker Warrant Share, for a period of 24 months from the Closing Date.

10.3         The Commission shall be paid and the Broker Warrants shall be issued to the Underwriter on the Closing Date.

11.	Underwriter’s Business

11.1         The Company acknowledges that the Underwriter may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Underwriter and their affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. The Underwriter and its affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

12.	Survival of Representations and Warranties.

All terms, warranties, representations, covenants and agreements herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Offered Securities and shall continue in full force and effect for the benefit of the Underwriter, the Subscribers and the Company for a period of two years following the Closing Date, except for the representations, warranties, and covenants of the Company related to tax matters which will survive until 60 days following any applicable reassessment period, and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriter or Subscribers in connection with the purchase and sale of the Offered Securities. For certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriter by the Company or the contribution obligations of the Underwriter or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law.

13.	Indemnity.

The Company (the “Indemnitor”) hereby agrees to indemnify and hold harmless the Underwriter, each of its respective subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling the Underwriter, or any of its respective subsidiaries and affiliates (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Agreement, whether performed before or after the Indemnitor’s execution of the Agreement. The Indemnitor agrees to waive any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnitor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting Claims on behalf of or in right of the Indemnitor for or in connection with the Agreement (whether performed before or after the Indemnitor’s execution of the Agreement). The Indemnitor will not, without the prior written consent of Underwriter, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought under this indemnity (whether or not any Indemnified Party is a party to such Claim) unless the Indemnitor has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

Promptly after receiving notice of a Claim against the Underwriter, or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriter or any such other Indemnified Party will notify the Indemnitor in writing of the particulars thereof, provided that the omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as required prejudices the defense of such Claim or results in any material increase in the liability which the Indemnitor has under this indemnity. The Indemnitor shall have 14 days after receipt of the notice to undertake, conduct and control, through counsel of their own choosing and at their own expense, the settlement or defense of the Claim. If the Indemnitor undertakes, conducts or controls the settlement or defense of the Claim, the relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

The Indemnitor also agrees to reimburse the Underwriter for the time spent by its personnel in connection with any Claim at their normal per diem rates. The Underwriter may retain counsel to separately represent it in the defense of a Claim, which shall be at the Indemnitor’s expense if (i) the Indemnitor does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim (as set forth above), (ii) the Indemnitor agrees to separate representation, or (iii) the Underwriter is advised by counsel that there is an actual or potential conflict in the Indemnitor’s and the Underwriter’s respective interests or additional defenses are available to the Underwriter, which makes representation by the same counsel inappropriate.

The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such Losses to which the Indemnified Party may be subject were caused solely by the gross negligence, intentional fault or willful misconduct of the Indemnified Party.

If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to the Underwriter or any other Indemnified Party or insufficient to hold the Underwriter or any other Indemnified Party harmless in respect of a Claim, the Indemnitor shall contribute to the amount paid or payable by the Underwriter or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriter or any other Indemnified Party on the other hand but also the relative fault of the Indemnitor, the Underwriter or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriter or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by the Underwriter under this Agreement.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties of the Underwriter and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriter and any of the Indemnified Parties, provided, however, that neither Underwriter nor Indemnified Parties shall be entitled to “double recovery” in respect of any action, suit, proceeding, investigation or claim. The foregoing provisions shall survive the completion of professional services rendered pursuant to this Agreement or any termination of this Agreement.

The Indemnitor hereby constitutes the Underwriter as trustee for each of the other Indemnified Parties of the Indemnitor’s covenants under this indemnity with respect to those persons and the Underwriter agrees to accept that trust and to hold and enforce those covenants on behalf of those persons.

To the extent that a Subscriber would otherwise be covered by this indemnity, this Section 13 shall not apply to such Subscriber if it would cause such Unit Shares and Warrants comprising the Units of such Subscriber to be “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act.

14.	No Fiduciary Relationship.

The Company: (i) acknowledges and agrees that the Underwriter has certain statutory obligations as a registered dealer under the Securities Laws and have relationships with its clients; and (ii) consents to the Underwriter acting hereunder while continuing to act for their clients. To the extent that the Underwriter’s statutory obligations as a registered dealer under Securities Laws or relationships with their clients conflicts with their obligations hereunder, the Underwriter shall be entitled to fulfil its statutory obligations as a registered dealer under Securities Laws and their obligations to its clients. Nothing in this Agreement shall be interpreted to prevent the Underwriter from fulfilling its statutory obligations as a registered dealer under Securities Laws or to act for its clients. Nothing in this Agreement or the nature of the Underwriter’s involvement in the Offering shall be deemed to create a fiduciary or advisory relationship between the Underwriter and the Company or its shareholders, creditors, employees or any other party. The Underwriter has not provided any legal, accounting, regulatory, or tax advice with respect to the Offering.

15.

Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

(a)

If to the Company, to:

Foremost Clean Energy Ltd.

250-750 West Pender Street

Vancouver, British Columbia V6C 2T7

Attention:	Jason Barnard
Email:	jason.barnard@foremostcleanenergy.com

with a copy (which shall not constitute notice) to:

Stikeman Elliott LLP
888 – 3^rd Street SW
Calgary, Alberta T2P 5C5

Attention:	Keith Chatwin
Email:	kchatwin@stikeman.com

(b)

If to the Underwriter, to:

Canaccord Genuity Corp.

1133 Melville Street, Suite 2400
Vancouver, British Columbia V6E 4E5

Attention:	Jamie Brown / Earle McMaster
Email:	jbrown@cgf.com / emcmaster@cgf.com

with a copy (which will not constitute notice) to:

Cassels Brock & Blackwell LLP

Bay Adelaide Centre – North Tower, Suite 3200

40 Temperance Street

Toronto, Ontartio M5H 0B4

Attention:	Chad Accursi
Email:	caccursi@cassels.com

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by email to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email shall be deemed to be given and received on the first Business Day following the day on which it is sent.

16.	Advertisements.

The Company acknowledges that the Underwriter shall have the right, subject always to Section 2(c), at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Securities contemplated herein as the Underwriter may consider desirable or appropriate and as may be permitted by applicable law, including applicable Securities Laws. The Company and the Underwriter each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the Offering provided for herein so as to obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under applicable Securities Laws or result in any exemption therefrom not being available or otherwise require the Company to comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada.

17.	Time of the Essence.

Time shall, in all respects, be of the essence hereof.

18.	Canadian Dollars.

All references herein to dollar amounts are to lawful money of Canada.

19.

Headings.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

20.	Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

21.	Entire Agreement.

This Agreement, together with any other agreements and other documents referred to herein and delivered in connection herewith, constitutes the entire agreement between the parties hereto pertaining to the issue and sale of the Offered Securities and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the issue and sale of the Offered Securities, including the Engagement Letter (other than section 12 of the Engagement Letter).

22.	Severability.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

23.	Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction).

24.	Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriter and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

25.	Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

26.	Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

27.

General.

The forbearance or failure of one of the parties hereto to insist upon strict compliance by the other with any provision of this Agreement, whether continuing or not, shall not be construed as a waiver of any rights or privileges hereunder. No waiver of any right or privilege of a party arising from any default or failure hereunder of performance by the other shall affect such party’s rights or privileges in the event of a further default or failure of performance.

28.

Language.

The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandées que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

29.	Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

30.	Counterparts and Electronic Transmission.

This Agreement may be executed in any number of counterparts and by PDF or electronic transmission, each of which so executed shall constitute an original and all of which taken together shall constitute an original copy of this Agreement as of the date first noted above.

[Remainder of page intentionally left blank. Signature page follows.]

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

CANACCORD GENUITY CORP.

Per:
Name:	Jamie Brown
Title:	Managing Director, Head of Capital Markets – Western Canada

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

	FOREMOST CLEAN ENERGY LTD.

	Per:
	Name:	Jason Barnard
	Title:	President and Chief Executive Officer

Exhibit 99.2

SUBSCRIPTION AND RENUNCIATION AGREEMENT ($3.40 FLOW-THROUGH UNIT)

TO:

Foremost Clean Energy Ltd. (the “Company”).

AND TO:

Canaccord Genuity Corp. (the “Underwriter”).

FROM:
	(Subscriber’s Name)

RE:

Purchase of flow-through units of the Company (each, a “FT Unit”), with each FT Unit consisting of one common share of the Company (each, a “Common Share”) to be issued as a “flow-through share”, as defined under the Income Tax Act (Canada), on the terms herein (each, a “FT Share”) and one half of one Common Share purchase warrant of the Company to be issued as a “flow-through share”, as defined under the Income Tax Act (Canada), on the terms herein (each whole warrant, a “FT Warrant”), at a subscription price of $3.40 per FT Unit.

THIS SUBSCRIPTION AND RENUNCIATION AGREEMENT CONTAINS A NUMBER OF FORMS REQUIRED BY SECURITIES LEGISLATION AND POLICY, SOME OF WHICH YOU MUST COMPLETE DEPENDING ON SEVERAL FACTORS. PLEASE READ THE FOLLOWING GUIDE CAREFULLY AS IT WILL ASSIST YOU IN COMPLETING THIS SUBSCRIPTION AND RENUNCIATION AGREEMENT CORRECTLY.

STEP 1

Enter the number of FT Units you are purchasing, and your name, address, telephone number and email address on page 4 and sign this document on the execution page on page 4.

STEP 2

Enter the registration and delivery instructions on page 4 if your FT Units are to be registered or delivered differently from your name and address on page 4.

STEP 3

Complete “Information Regarding the Subscriber” appearing on pages 5 and 6.

STEP 4

If you are an “Accredited Investor” as defined in National Instrument 45-106 - Prospectus Exemptions or as defined in the Securities Act (Ontario) (generally a high net worth or high income investor), depending on your jurisdiction of residence, you must complete and sign Schedule B – “Accredited Investor Certificate” and, if you are an individual, Appendix 2 attached to Schedule B.

STEP 5

Subscribers resident in Canada who are not “Accredited Investors” but who are officers, directors, employees, family, close friends or business associates thereof, must complete and sign Schedule C – “Family, Friends and Business Associates Certifications” and those in Ontario must also complete Appendix 1 attached to the Schedule C.

STEP 6

If you are a resident of Saskatchewan that is a close personal friend or a close business associate of a director, executive officer or a control person of the Company or are an affiliate of the Company, you must complete and sign Schedule D – “Form 45-106F5 – Risk Acknowledgement.”

-2-

INSTRUCTIONS ON DELIVERY OF THE COMPLETED SUBSCRIPTION AND RENUNCIATION AGREEMENT AND SUBSCRIPTION FUNDS

Return this executed Subscription and Renunciation Agreement and all applicable Schedules by and to:

Return by:

March 26, 2026

Return to:

ecm@cgf.com

together with payment as described herein in the aggregate Subscription Price set out on page 4, or in such other manner as may be provided for by the Underwriter.

It is anticipated that the FT Units, and the FT Shares and FT Warrants comprising the FT Units purchased hereunder will be deposited electronically with CDS Clearing and Depository Services Inc. (“CDS”) through the book-based system administered by CDS on the Closing Date (as defined herein). The FT Warrants shall further be created, issued and governed by the terms of a warrant indenture to be entered into on the Closing Date between the Company and Odyssey Trust Company, as the warrant agent (the “Warrant Indenture”). In such case, the Subscriber (as defined herein) understands and acknowledges that the FT Units, FT Shares and FT Warrants, as applicable, purchased hereunder will be registered in the name of CDS, or its nominee, and held by, or on behalf of, CDS, and the Subscriber will not be entitled to receive definitive certificates or other instruments from the Company or CDS representing their interest in the FT Units, FT Shares and FT Warrants purchased hereunder. The Subscriber will receive only a customer confirmation from the registered dealer who is a CDS participant and from or through whom the securities hereunder are purchased against payment of the subscription funds.

SUBJECT TO THE CLOSING CONDITIONS DESCRIBED IN THE SUBSCRIPTION AND RENUNCIATION AGREEMENT, BY EXECUTION HEREOF YOU ARE IRREVOCABLY AUTHORIZING THE UNDERWRITER AND THE COMPANY TO RELEASE THE FORMS AND ANY SUBSCRIPTION FUNDS WITHOUT FURTHER AUTHORITY FROM YOU.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE SUBSCRIBERS SHOULD CAREFULLY READ AND EVALUATE THE INFORMATION SET FORTH IN THIS SUBSCRIPTION AND RENUNCIATION AGREEMENT BEFORE PURCHASING ANY OF SUCH SECURITIES.

__________

-3-

SUBSCRIPTION AND RENUNCIATION AGREEMENT FOR FLOW-THROUGH UNITS

TO:

Foremost Clean Energy Ltd. (the “Company”).

AND TO:

Canaccord Genuity Corp. (the “Underwriter”)

The undersigned (hereinafter referred to as the “Subscriber”), as a substituted purchaser for the Underwriter on its own behalf and, if applicable, on behalf of a Disclosed Principal (as defined below) for whom it is acting hereunder, hereby irrevocably subscribes for and agrees to purchase from the Company the number of flow-through units of the Company (each, a “FT Unit”) at a subscription price of $3.40 per FT Unit as set forth below. Each FT Unit will be comprised of (i) one common share of the Company (each, a “Common Share” and each Common Share underlying a FT Unit, a “FT Share”) and (ii) one half of one Common Share purchase warrant (each whole warrant, a “FT Warrant”), with each FT Warrant entitling the holder thereof to acquire one additional Common Share (each, a “Warrant Share”, and together with the FT Units, the FT Shares and the FT Warrants, the “Securities”) at an exercise price of $4.40 per Warrant Share for a period of 24 months from the Closing Date (as defined below). The FT Shares and FT Warrants comprising the FT Units are to be issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). Any Warrant Shares to be issued upon the exercise of Warrants are to be issued on a non-flow-through basis.

The undersigned, on its own behalf and, if applicable, on behalf of Disclosed Principals (as defined herein) for whom it is acting hereunder, agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Flow-Through Units of Foremost Clean Energy Ltd.”, including, without limitation, the terms, representations, warranties and covenants set forth in the applicable Schedules attached thereto. The undersigned further agrees, without limitation, that the Company and the Underwriter may rely upon the Subscriber’s representations, warranties and covenants contained in this Subscription and Renunciation Agreement.

This Subscription and Renunciation Agreement is for FT Units. The Term Sheet attached hereto as Schedule F is incorporated by reference into this Subscription and Renunciation Agreement.

In addition to the next page, the Subscriber must also complete all applicable schedules attached hereto, including all applicable appendices attached thereto.

-4-

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the spaces provided below.


_________________________________________________________		Number of FT Units: _____________________
(Name of Subscriber - please print)
		Number of FT Shares
By: __________________________________________________		comprising the FT Units:_____________________
Signature of Subscriber or Authorized Representative		(Calculated as the Number of FT Units set out above)
(sign here)
		Number of FT Warrants
_________________________________________________________		comprising the FT Units:_____________________
(Official Capacity or Title, if applicable)		(Calculated as the Number of FT Units set out above, divided by 2, then rounded down to the nearest whole number

_________________________________________________________
(Please print name of individual whose signature		Aggregate Subscription Price:
appears above if different than name of the Subscriber.)
_________________________________________________________		$_____________________________________________________
		(Number of FT Units x $3.40)
_________________________________________________________
(Subscriber’s Address –including city, province/state, country and postal/zip code)		If the Subscriber is signing as agent for a principal and is not a trust company or a portfolio manager in either case, purchasing as a trustee or an agent for accounts fully managed by it, complete the following:
_________________________________________________________
(Telephone Number)		_________________________________________________________
		(Name of Disclosed Principal)
_________________________________________________________
(E-Mail Address)		_________________________________________________________

		_________________________________________________________
		(Disclosed Principal’s Address – including city, province/state, country and postal/zip code)
Register the Securities as follows (if different from Subscriber’s name and address):		Deliver the Securities as follows (if different from Subscriber’s name and address):

_________________________________________________________		_________________________________________________________
(Name and Account reference, if applicable)		(Name and Account reference, if applicable)

_________________________________________________________		_________________________________________________________
		(Contact name)
_________________________________________________________
(Address – including postal/zip code)
		_________________________________________________________

_________________________________________________________		_________________________________________________________
(Telephone number/email address)		(Address – including postal/zip code)

		_________________________________________________________
		(Telephone number/email address)

-5-

INFORMATION REGARDING THE SUBSCRIBER

Please check the appropriate box (and complete the required information, if applicable) in each section:

Security Holdings. Prior to giving effect to the securities being subscribed for under this Subscription and Renunciation Agreement, the Subscriber and all persons acting jointly and in concert with the Subscriber currently own, directly or indirectly, or exercise control or direction over (provide additional detail as applicable):

☐

_________________ Common Shares of the Company and/or the following other kinds of shares and convertible securities (including but not limited to convertible debt, warrants and options) entitling the Subscriber to acquire additional Common Shares or other kinds of shares of the Company:

_________________________________________________________________________________________________________; or

☐

No shares of the Company or securities convertible into shares of the Company.

Insider Status. The Subscriber either:

☐

Is an “Insider” of the Company by virtue of being:

(a)

a director or officer of the Company;

(b)

a director or senior officer of a company that is an Insider or subsidiary of the Company;

(c)

a person that beneficially owns or controls, directly or indirectly, voting shares of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting shares;

(d)

the Company itself if it holds any of its own securities; or

(e)

a person designated as an insider by any securities regulatory authority in Canada.

☐

Is not an Insider of the Company.

Related Entity: The Subscriber either:

☐

Is a Related Entity of the Company. Related Entity means:

(a)

a person:

(i)

that is an affiliated entity of the Company; or

(ii)

of which the Company is a control block holder;

(b)

a management company or a distribution company of the Company if the Company is a mutual fund; or

(c)

a management company or other company that operates the Company if the Company is a trust or partnership.

☐

Is not a Related Entity of the Company.

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Related Person. The Subscriber either:

☐

Is a Related Person of the Company. Related Person means:

(a)

a Related Entity of the Company;

(b)

a partner, director or officer of the Company or Related Entity;

(c)

a promoter of or a person who performs Investor Relations Activities (as defined in the policies of the CSE) for the Company or Related Entity;

(d)

any person that beneficially owns, either directly or indirectly, or exercises voting control or direction over at least 10% of the total voting rights attached to all voting securities of the Company or Related Entity; and

(e)

such other person as may be designated from time to time by the Canadian Securities Exchange (the “CSE”).

☐

Is not a Related Person.

Registrant status. The Subscriber either:

☐

is a person registered or required to be registered under the securities legislation of a province or territory of Canada; or

☐

is not a person registered or required to be registered under the securities legislation of a province or territory of Canada.

__________

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ACCEPTANCE

The Company hereby accepts the subscription by the Subscriber on the terms and conditions contained in this Subscription and Renunciation Agreement.

DATED as of the _____ day of ______________, 2026.

	FOREMOST CLEAN ENERGY LTD.

	Per:
		Authorized Signatory

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR
flow-through Units OF FOREMOST clean energy LTD.

Terms of the Offering

1. The Subscriber (on its own behalf and, if applicable, on behalf of each Disclosed Principal on whose behalf the Subscriber is contracting) hereby irrevocably subscribes for and agrees to purchase from the Company, subject to the terms and conditions set forth herein, that number of FT Units set out above the Subscriber’s name on the execution page of this Subscription and Renunciation Agreement at the price of $3.40 per FT Unit (the “Issue Price”). Subject to the terms hereof, this Subscription and Renunciation Agreement will be deemed to have been made and be effective only upon its acceptance by the Company.

2. The Subscriber acknowledges that this subscription is subject to rejection or allotment by the Company in whole or in part. If this Subscription and Renunciation Agreement is rejected in whole, the Subscriber understands that any funds, certified cheque(s) or bank draft(s) delivered by the Subscriber representing the aggregate subscription price (the “Subscription Price”) for the FT Units will be promptly returned to the Subscriber without interest or deduction. If this Subscription and Renunciation Agreement is accepted only in part, the Subscriber understands that a cheque representing that portion of its Subscription Price that is not accepted will be promptly delivered to the Subscriber without interest or deduction.

3. The Subscriber acknowledges that the FT Units subscribed for by it hereunder form part of a larger issuance and sale by the Company of 1,618,000 FT Units at the Issue Price for gross proceeds of $5,501,200 and on a “bought deal” private placement basis pursuant to National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (the “Offering”) and subject to the terms and conditions described in the underwriting agreement between the Company and the Underwriter in respect of the Offering (the “Underwriting Agreement”). The Company has granted to the Underwriter an option (the “Underwriter’s Option”), exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 242,700 FT Units at the Issue Price per FT Unit for additional gross proceeds of up to $825,180. All references to the “Offering” in this Agreement shall include any securities that may be issued in connection with the exercise of the Underwriter’s Option.

4. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Disclosed Principal on whose behalf the Subscriber is contracting) that the subscription amount tendered herewith may be releasable to the Company at the Closing Time (as defined below) notwithstanding the number of FT Units issued pursuant to the Offering.

5. The Offering is not, and under no circumstance is to be construed as, a public offering of the FT Units. The Offering is not being made, and this subscription does not constitute an offer to sell or the solicitation of an offer to buy the FT Units in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation.

6. The Subscriber acknowledges and agrees that the obligations of the Company and the Underwriter hereunder, including the Closing of the Offering, are subject to acceptance of the terms of this Offering by all required regulatory approvals. The Company shall undertake to use its reasonable commercial efforts to obtain such approvals, including any necessary shareholder approval, as soon as reasonably practicable after its acceptance of this subscription.

Description of the Securities – FT Shares and Warrants

7. Each FT Unit consists of one FT Share and one half of one FT Warrant.

8. The FT Shares and FT Warrants will have the additional “flow-through” terms and conditions contained in Schedule A hereto, and the parties agree that they are fully bound by these additional terms and conditions, including without limitation the additional representations, warranties and covenants contained in such Schedule A, and that Schedule A and all other schedules will for all purposes form part of this Subscription and Renunciation Agreement.

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9. Each FT Warrant will entitle the holder thereof to purchase one Warrant Share at an exercise price of $4.40 per Warrant Share for a period of 24 months from the Closing Date and will be delivered to the Subscriber at the closing of the Offering (the “Closing”). The FT Warrants will be issued pursuant to, and all final definitive terms of the FT Warrants shall be set forth in the warrant indenture to be entered into on the Closing Date between the Company and Odyssey Trust Company, as the warrant agent (the “Warrant Indenture”), which will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Common Shares issuable upon exercise of the FT Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, the payment of stock dividends and the amalgamation of the Company. No fractional FT Warrants shall be issued pursuant to the Offering and to the extent the Subscriber subscribes for a number of FT Units that, upon aggregating the half-FT Warrants comprising the FT Units would otherwise entitle the Subscriber to a fraction of a whole Warrant, the number of FT Warrants, as applicable, to be issued to the Subscriber will be rounded down to the nearest whole number. In case of any disagreement between the terms of the FT Warrants described in this Subscription and Renunciation Agreement and the Warrant Indenture, as the case may be, the Warrant Indenture will prevail.

10. The Subscriber and the Company agree and acknowledge that the price allocation for the FT Unit shall be as follows:

(a)

FT Share – $3.39; and

(b)

FT Warrant – $0.01.

11. Notwithstanding anything in this Agreement or the Warrant Indenture to the contrary, the Subscriber hereby acknowledges and agrees that the Subscriber shall not have the right to exercise any FT Warrants to the extent that such exercise would result in the Subscriber (together with such Subscriber’s affiliates) owning or controlling, beneficially or as nominee, directly or indirectly, twenty percent (20%) or more of the Common Shares that would result in the Subscriber being considered a “Related Person” or a “Control Person” in accordance with the policies of the Canadian Securities Exchange (the “CSE”); provided further, however, that the fact that this sentence may at some particular time prohibit the Subscriber from exercising any FT Warrants shall not prevent the Subscriber from exercising its rights under the Warrant Indenture at any subsequent or other time when the factual circumstances would not result in this sentence restricting such rights.

Closing

12. The Closing of the Offering will be completed via electronic exchange on March 31, 2026, or such other date or dates as may be determined by the Company and the Underwriter (the “Closing Date”) at 5:00 a.m. (Vancouver time) or such time as may be determined by the Company and the Underwriter (the “Closing Time”), subject to completion to the satisfaction or waiver of the terms and conditions contained in this Subscription and Renunciation Agreement and the Underwriting Agreement, requirements pursuant to any Applicable Securities Laws and applicable stock exchange requirements.

13. No later than 5:00 p.m. (Toronto time) on March 26, 2026, or such other date or dates as may be determined by the Company and the Underwriter, the Subscriber will:

(a)

deliver to the Underwriter, at Suite 2400 – 1133 Melville Street, Vancouver, British Columbia V6E 4E5, Attention: ECM, Email: ecm@cgf.com, a properly completed and duly executed copy of this Subscription and Renunciation Agreement, including all applicable schedules hereto (and appendices thereto);

(b)

deliver in trust for the Company a certified cheque, bank draft or wire transfer payable to the Underwriter in trust for Company, or as otherwise instructed by the Underwriter, representing the aggregate Subscription Price of the FT Units subscribed for under this Subscription and Renunciation Agreement; and

(c)

deliver any further documentation as required under securities legislation or by any applicable stock exchange or other regulatory authority and the Subscriber covenants and agrees to do so upon request by the Company or the Underwriter.

-10-

At Closing, the Company will deposit the FT Units or the FT Shares and FT Warrants comprising the FT Units electronically with CDS using the “non-certificated inventory” issue process and registered in the name of CDS or its nominee, CDS & Co. registered in accordance with the instructions provided by the Subscriber under “Registration Instructions” above.

14. Upon completion of the Closing and satisfaction or waiver of terms and conditions contained in the Underwriting Agreement, the Underwriter, on behalf of the Subscriber as a substituted purchaser, shall deliver to the Company the completed Subscription and Renunciation Agreement and payment of the Subscription Price against the delivery of FT Units or the FT Shares and FT Warrants comprising the FT Units and the Company shall thereafter be irrevocably entitled to the subscription proceeds. If, prior to the Closing Time, the terms and conditions contained in the Underwriting Agreement have not been complied with to the satisfaction of the Underwriter and the Company, or waived by them, the Company, the Underwriter and the Subscriber will have no further obligations under this Subscription and Renunciation Agreement.

Representations, Warranties, Acknowledgements and Covenants by Subscriber

15. The Subscriber covenants, acknowledges, agrees, represents and warrants to the Company, the Underwriter and their respective counsel (on its own behalf and if applicable, on behalf of each Disclosed Principal (as defined below) for whom the Subscriber is contracting hereunder) that, as at the date hereof and at the Closing Time:

General Subscriber Representations, Warranties and Covenants

(a)

this Subscription and Renunciation Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

(b)

if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription and Renunciation Agreement and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;

(c)

if the Subscriber is an individual, they are of the full age of majority and is legally competent to execute this Subscription and Renunciation Agreement and take all action pursuant hereto, and will be the sole beneficial owner of the Securities;

(d)

the entering into of this Subscription and Renunciation Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber’s constating documents, or any agreement to which the Subscriber is a party or by which it is bound;

(e)

it is purchasing the Securities as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, it is resident in the jurisdiction set out as the “Subscriber’s Address” set forth above, and if the Subscriber is acting as agent for a disclosed principal (a “Disclosed Principal”), such Disclosed Principal is purchasing the Securities as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, and it is resident in the jurisdiction set forth as the “Disclosed Principal’s Address”, and such address was not obtained or used solely for the purpose of acquiring the Securities and it fully complies with the criteria set forth below:

(i)

if it, or, if applicable, the Disclosed Principal is not a resident of any province or territory of Canada, then:

(A)

it is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws in the jurisdiction of its residence which would apply to this Subscription and Renunciation Agreement and the transactions contemplated hereby. As used in this Subscription and Renunciation Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in the jurisdictions in which the Common Shares will be offered, sold and issued and for greater certainty include, without limitation, applicable federal, provincial and state securities laws of Canada;

-11-

(B)

it is purchasing the Securities pursuant to exemptions from the prospectus and registration requirements under the Applicable Securities Laws in the jurisdiction of its residence or, if such is not applicable, it complies with the requirements of all Applicable Securities Laws in the jurisdiction of its residence and will provide such evidence of compliance with all such matters as the Company may request;

(C)

Applicable Securities Laws do not require the Company to file a prospectus or similar document or pay any fee to any person to register any of the Securities or to make any filings or to seek any approvals of any kind whatsoever from any regulatory authority; and

(D)

if requested by the Company, it will comply with such other requirements as the Company may reasonably require;

(f)

in the case of a subscription by it for the Securities acting as agent for a Disclosed Principal, it is duly authorized to execute and deliver this Subscription and Renunciation Agreement and all other necessary documentation in connection with such subscription on behalf of such Disclosed Principal and this Subscription and Renunciation Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal, and acknowledges that the Company may be required by law to disclose to certain regulatory authorities the identity of each purchaser of the Securities for whom the Subscriber may be acting;

(g)

none of the funds the Subscriber is using to purchase the Securities are process of crime as defined in the Proceeds of Crime (Money Laundering and Terrorist Financing Act) (Canada). To the knowledge of the Subscriber, none of the subscription funds are proceeds obtained or derived, directly or indirectly, as a result of illegal activities, or are being tendered on behalf of a person or entity (i) with whom the Company would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations or (ii) who has not been identified to the Subscriber. The Subscriber acknowledges that the Company may in the future be required to disclose the Subscriber’s name and other information relating to this Subscription and Renunciation Agreement and the Subscriber’s subscription hereunder;

(h)

the offer made by this Subscription and Renunciation Agreement is irrevocable and requires acceptance by the Company;

(i)

this Subscription and Renunciation Agreement is not enforceable by the Subscriber unless it has been accepted by the Company and the Subscriber waives any requirement on the Company’s behalf to communicate immediately its acceptance of this Subscription and Renunciation Agreement to the Subscriber;

(j)

the Subscriber hereby acknowledges and agrees that the subscription proceeds, together with all subscription documents completed in the manner described herein, subject to any statutory rights of the Subscriber, will be provided to the Company prior to the Closing Date, to be held by the Company in escrow pending the Closing of the Offering;

-12-

(k)

the subscription proceeds will be available to the Company on Closing of the Offering and this subscription is not conditional on any other subscription completing;

(l)

the Company and the Underwriter and their respective counsel will rely on the representations and warranties made herein or otherwise provided by the Subscriber to the Company in completing the sale and issuance of the Securities to the Subscriber;

(m)

the Subscriber’s decision to tender this offer and purchase the Securities is based entirely upon this Subscription and Renunciation Agreement (including the Term Sheet attached as Schedule F hereto);

(n)

the Subscriber acknowledges that publicly available information concerning the Company obtained by the Subscriber is without independent investigation or verification by the Underwriter. The Underwriter and their respective directors, officers, employees, agents and representatives are not responsible for the preparation of any publicly available information concerning the Company and have not and will not confirm (i) the accuracy or adequacy of any such information, or (ii) whether all information concerning the Company that is required to be disclosed or filed by the Company under Applicable Securities Laws has been disclosed or filed;

(o)

the Subscriber has no knowledge of a “material fact” or “material change”, each as defined under Applicable Securities Laws, in respect of the affairs of the Company that have not been generally disclosed to the public;

(p)

the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature or any other disclosure document describing or purporting to describe the business and affairs of the Company or the risks associated therewith which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Securities;

(q)

it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display) with respect to the distribution of the Securities;

(r)

no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; or (iii) as to the future price or value of any of the Securities;

(s)

the Company has advised the Subscriber, and the Subscriber understands, that the Securities are being offered for sale only on a “bought deal” private placement basis and that the sale and delivery of the Securities is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum and, as a result, (i) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under Applicable Securities Laws; (ii) the Company is relieved from certain obligations that would otherwise apply under Applicable Securities Laws; and (iii) certain protections, rights and remedies provided by Applicable Securities Laws, including certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber;

(t)

the delivery of this subscription, the acceptance hereof by the Company and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence and domicile and will not cause the Company or any of its officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement (other than such reports as may be required to be filed by the Company pursuant to NI 45-106, including a Form 45-106F1);

-13-

(u)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities, there is no government or other insurance covering the Securities and there are risks associated with the purchase of the Securities;

(v)

the Company may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time, including the Subscriber;

(w)

an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities;

(x)

it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its entire investment;

(y)

the Subscriber is sophisticated in financial investments, has had access to and has received all such information concerning the Company that the Subscriber has considered necessary in connection with the Subscriber’s investment decision and the Subscriber will not receive a prospectus, offering memorandum or similar disclosure document;

(z)

in connection with the Subscriber’s investment in the Securities, the Subscriber has not relied upon the Company for investment, legal or tax advice, and has, in all cases sought the advice of the Subscriber’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Subscriber is either experienced in or knowledgeable with regard to the affairs of the Company, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Securities;

(aa)

it acknowledges that the Underwriter is acting solely as placement agents for the Company in connection with the Offering and not as financial advisors or investment advisors to the Subscriber or as agent of the Subscriber;

(bb)

it acknowledges that the Company’s counsel is acting as counsel to the Company, and not as counsel to the Subscriber;

(cc)

the Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber’s (and any Disclosed Principal for which the Subscriber is contracting hereunder) personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing the Subscriber’s subscription. The Subscriber acknowledges and consents to the Company retaining the personal information for so long as permitted or required by applicable law or business practices. The Subscriber further acknowledges and consents to the fact that the Company may be required by Applicable Securities Laws, stock exchange rules and/or Canadian Investment Regulatory Organization rules to provide regulatory authorities any personal information provided by the Subscriber respecting itself (and any Disclosed Principal for which the Subscriber is contracting hereunder). The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of Disclosed Principals for which the Subscriber is contracting. In addition to the foregoing, the Subscriber agrees and acknowledges that the Company may use and disclose the Subscriber’s personal information, or that of each Disclosed Principal for whom the Subscriber are contracting hereunder, as follows:

-14-

(i)

for internal use with respect to managing the relationships between and contractual obligations of the Company and the Subscriber or any Disclosed Principal for whom the Subscriber is contracting hereunder;

(ii)

for use and disclosure to the Company’s transfer agent and registrar;

(iii)

for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

(iv)

disclosure to securities regulatory authorities (including the CSE and Nasdaq Capital Market, collectively the “Exchanges”) and other regulatory bodies with jurisdiction with respect to reports of trade and similar regulatory filings;

(v)

disclosure to a governmental or other authority (including the Exchanges) to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

(vi)

disclosure to professional advisers of the Company in connection with the performance of their professional services;

(vii)

disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Subscriber’s prior written consent;

(viii)

disclosure to a court determining the rights of the parties under this Subscription and Renunciation Agreement; or

(ix)

for use and disclosure as otherwise required or permitted by law.

(dd)

the Subscriber further acknowledges and agrees that the CSE collects personal information in forms submitted by the Company, which will include personal information regarding the Subscriber. The Subscriber agrees that the CSE may use and publish this information in the manner provided for in their policies which may be viewed at the CSE website, www.thecse.com.

(ee)

the Subscriber (on its own behalf and, if applicable, on behalf of any person to whose benefit the Subscriber is subscribing) acknowledges that the Subscriber has been notified by the Company:

(i)

of the delivery of the personal information to all applicable securities regulatory authorities or regulators;

(ii)

that the personal information is being collected by the securities regulatory authority or regulator under the authority granted in Applicable Securities Laws for the purposes of the administration and enforcement of Applicable Securities Laws; and

(iii)

of the contact information of the public official in each applicable Canadian jurisdiction who can answer questions about this indirect collection of personal information as set out in Schedule E;

(ff)

if required by Applicable Securities Laws, regulations, instruments, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect to the issue of the Securities;

(gg)

the Subscriber will not resell the Securities except in accordance with the provisions of Applicable Securities Laws and rules of the Exchanges;

-15-

(hh)

any Securities issued electronically by the CDS using the “non-certificated inventory” issue process and registered in the name of CDS or its nominee, CDS & Co. will be issued and held under a restricted CUSIP/ISIN number, in the case until the Securities are no longer required to be represented by a restricted CUSIP/ISIN number under Applicable Securities Laws;

(ii)

unless issued and registered in accordance with paragraph 15(hh), any certificates or direct registration system statements (“DRS Advice”) representing the Securities shall have attached to them applicable legends setting out resale restrictions under Applicable Securities Laws in substantially the following form and with the necessary information inserted. The certificates or DRS Advice representing the FT Shares and FT Warrants comprising the FT Units shall bear the following legend imprinted thereon:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER [INSERT THE CLOSING DATE].”

and for certificates or DRS Advice, if any, issued representing the FT Warrants comprising the FT Units shall have the following additional legend imprinted thereon:

“THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 P.M. (VANCOUVER TIME) ON [INSERT DATE THAT IS 24 MONTHS AFTER THE CLOSING DATE].”

Residency and Subscriber’s Exemption Status

(jj)

the Subscriber is resident in the jurisdiction set out under the heading “Name, Address and Telephone Number of Subscriber” on the execution page of this Subscription and Renunciation Agreement;

(kk)

the Subscriber hereby further represents, warrants to, and covenants with, the Company that one of the following exemptions from the registration and prospectus or equivalent requirements under Applicable Securities Laws applies to the Subscriber:

(i)

the Subscriber is a resident of a province or territory of Canada and is:

(A)

a director, executive officer or control person of the Company, or of an affiliate of the Company;

(B)

a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Company, or of an affiliate of the Company;

(C)

a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Company or of an affiliate of the Company;

(D)

a close personal friend of a director, executive officer or control person of the Company, or of an affiliate of the Company;

(E)

a close business associate of a director, executive officer or control person of the Company, or of an affiliate of the Company;

(F)

a founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Company;

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(G)

a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Company;

(H)

a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (A) to (G) above; or

(I)

a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (A) to (G) above; and

the Subscriber has concurrently executed and delivered “Family, Friends and Business Associates Certifications” in form attached hereto as Schedule C;

(ii)

the Subscriber is a resident of Saskatchewan and is one of the following:

(A)

a person described in paragraph 15(kk)(i)(D) or 15(kk)(i)(E);

(B)

a close personal friend or close business associate of a founder of the Company, or;

(C)

a person described in paragraph 15(kk)(i)(H) or 15(kk)(i)(I); and

the Subscriber has concurrently executed and delivered a Form - 45-106F5 – Risk Acknowledgement – Saskatchewan Close Personal Friends and Close Business Associates in the form attached as Schedule D;

(iii)

the Subscriber is a resident of Ontario and a person described in paragraph 15(kk)(i)(A) to 15(kk)(i)(I) above and is not an investment fund, and has concurrently executed and delivered a Form 45-106F12 – Risk Acknowledgement Form for Family, Friends and Business Associates in the form attached as Appendix 1 to Schedule C and signed by all of the following:

(A)

the Subscriber;

(B)

an executive officer of the Company other than the Subscriber;

(C)

if the Subscriber is a person referred to under paragraph 15(kk)(i)(B), the director, executive officer or control person of the Company or an affiliate of the Company who has the specified relationship with the Subscriber;

(D)

if the Subscriber is a person referred to under paragraph 15(kk)(i)(C), the director, executive officer or control person of the Company or an affiliate of the Company whose spouse has the specified relationship with the Subscriber;

(E)

if the Subscriber is a person referred to under paragraph 15(kk)(i)(D) or 15(kk)(i)(E), the director, executive officer or control person of the Company or an affiliate of the Company who is a close personal friend or a close business associate of the Subscriber; and

(F)

the founder of the Company, if the Subscriber is a person referred to in paragraph 15(kk)(i)(F) and 15(kk)(i)(G) other than the founder of the Company;

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(iv)

the Subscriber is:

(A)

an employee, executive officer, director or consultant of the Company,

(B)

an employee, executive officer, director or consultant of a related entity of the Company, or

(C)

a permitted assign of a person referred to in paragraphs (A) or (B) above; and

the Subscriber’s purchase of the Securities is voluntary;

(v)

the Subscriber is not an individual and the aggregate acquisition cost of purchasing the Securities will not be less than $150,000 paid in cash at the time of purchase, and the Subscriber has not been created or used solely to purchase or hold the Securities in reliance on this exemption;

(vi)

the Subscriber is:

(A)

resident in Canada and an “Accredited Investor” with the meaning of NI 45-106, or, under the Securities Act (Ontario) if the Subscriber is a resident in Ontario, and the Subscriber has properly completed and duly executed the Accredited Investor Certificate attached to this Subscription and Renunciation Agreement as Schedule B indicating the means by which the Subscriber is an Accredited Investor and confirms the truth and accuracy of all statements made by the Subscriber in such certificate; and

(B)

if the Subscriber is an individual, the Subscriber has concurrently executed and delivered Form 45-106F9 – Form for Individual Accredited Investors in the form attached as Appendix 2 to Schedule B hereto;

(ll)

for the purposes hereof:

(i)

“Regulation D” means Regulation D promulgated under the U.S. Securities Act;

(ii)

“Regulation S” means Regulation S promulgated under the U.S. Securities Act;

(iii)

“United States” or “U.S.” means, as the context requires, the United States of America, its territories and possessions, any State of the United States, and/or the District of Columbia;

(iv)

“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D;

(v)

“U.S. Person” means a “U.S. person” as defined in Regulation S (the definition of which includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any partnership or corporation organized or incorporated outside of the United States and formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts, and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person);

(vi)

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

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(vii)

“U.S. Purchaser” is (a) any U.S. Person purchasing the Securities, (b) any person purchasing the Securities for the account or benefit of any U.S. Person or any person in the United States, (c) any person who receives or received an offer of the Securities while in the United States, or (d) any person who is or was in the United States at the time the Subscriber’s buy order was made or this Subscription and Renunciation Agreement was executed or delivered;

(mm)

the Subscriber represents and warrants that:

(i)

the Securities are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States, and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:

(I)

the transfer or assignment of any rights or interests in any of the Securities;

(II)

the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription and Renunciation Agreement; or

(III)

the voting of the Securities;

(ii)

the Subscriber has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons;

(iii)

the Subscriber represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;

(iv)

the Subscriber is a not a U.S. Person, and is not purchasing the Securities for the account or benefit of any U.S. Person or a person in the United States, or for offering, resale or delivery for the account or benefit of any U.S. Person or a person in the United States;

(v)

the Subscriber was outside the United States at the time of execution and delivery of this Subscription and Renunciation Agreement within the meaning of Regulation S;

(vi)

no offers to sell the Securities were made by any person to the Subscriber while the Subscriber was in the United States;

(vii)

the Subscriber acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and that the Securities may not be offered or sold in the United States, or to or for the account or benefit of a U.S. Person or a person in the United States, unless an exemption from such registration requirements is available. The Subscriber understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; and

(viii)

the Subscriber will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Securities, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Securities.

16. The foregoing covenants, acknowledgements, agreements, representations and warranties are made by the Subscriber with the intent that they be relied upon by the Company and the Underwriter and their respective counsel in determining its suitability as a purchaser of the Securities, and the Subscriber hereby agrees to indemnify the Company and the Underwriter against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Company and the Underwriter immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

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Representations, Warranties and Covenants by Company

17. The Company covenants, represents and warrants to the Subscriber that, as at the date hereof and at the Closing Time by execution of this Agreement, the Company hereby agrees with the Subscriber that the Subscriber shall have the benefit of the representations, warranties and covenants made by the Company in the Underwriting Agreement, except for those covenants in the Underwriting Agreement relating solely to the payment of the commissions, fees and expenses of the Underwriter and to the indemnification of the Underwriter and each of the other indemnified parties and such representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date (save and except as waived by the Underwriter). Such representations, warranties and covenants shall be deemed to be incorporated herein as if they are reproduced in their entirety (with such changes as are necessary in order to reflect that such representations, warranties and covenants are being made by the Company to the Subscriber), and shall form an integral part of this Agreement and shall survive the Closing and shall continue in full force and effect for the benefit of the Subscriber, to the extent that they have not been varied, amended, altered, or waived in whole or in part by the Underwriter, in accordance with the Underwriting Agreement. All representations, warranties and covenants of the Company and the Subscriber set forth in Schedule A shall survive for a period of 60 days following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for taxes under applicable tax legislation in respect of any taxation year to which those representations, warranties and covenants extend could be issued to the Subscriber under such tax legislation, notwithstanding the completion of the purchase of the FT Units by the Subscriber pursuant hereto, or the subsequent disposition of the Securities by the Subscriber, subject in the case of the representations and warranties in the Underwriting Agreement to the limitations and other terms thereof.

Covenants by Company

18. The Company covenants with each Subscriber that it will:

(a)

offer, sell, issue and deliver the Securities pursuant to the exemptions from prospectus filing, registration or qualification requirements of Applicable Securities Laws and otherwise fulfill all legal requirements required to be fulfilled by the Company (including without limitation, compliance with all Applicable Securities Laws in connection with the Offerings);

(b)

within the required time, file with the Exchanges any documents, reports and information, in the required form, required to be filed by Applicable Securities Laws in connection with the Offering, together with any applicable filing fees and other materials; and

(c)

use reasonable commercial efforts to satisfy as expeditiously as possible any conditions of the Exchanges required to be satisfied prior to the Exchanges’ acceptance of the Company’s notice of the Offering.

Commission to the Underwriter

19. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of each Disclosed Principal on whose behalf the Subscriber is contract) that pursuant to the Underwriting Agreement in connection with the Offering,

(a)

the Underwriter will receive from the Company on Closing a cash-commission equal to 6.0% of the gross proceeds of the Offering (the “Underwriter’s Commission”). In addition, the Underwriter will receive from the Company broker warrants (the “Broker Warrants”) exercisable for a period of 24 months following the Closing Date, to acquire an aggregate number of Common Shares equal to 6.0% of the number of securities sold under this Offering; and

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(b)

the Company shall be entitled to deliver to the Underwriter a list of subscribers who wish to purchase the FT Units representing gross proceeds of up to $500,000 (the “President’s List”). With respect to subscriptions from persons on the President’s List, the Underwriter’s Commission shall be reduced to (i) a cash commission equal to 2.0% of the gross proceeds received from the subscribers on the President’s List, and (ii) Broker Warrants exercisable for a period of 24 months to acquire an aggregate number of Common Shares equal to 2.0% of the number of securities sold to the subscribers on the President’s List, payable on the Closing Date.

No Contractual Right of Action for Rescission

20. The Subscriber acknowledges that it is purchasing the Securities issued hereunder pursuant to an exemption which does not require delivery to the Subscriber of an offering memorandum, and as such that (i) it will not receive any offering memorandum in connection with this Subscription and Renunciation Agreement and therefore is not entitled to contractual rights of action or rescission, (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement, (iii) the Subscriber may not receive information that would otherwise be required to be given under the Applicable Securities Laws, (iv) the Company is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws, and (v) there are restrictions on the Subscriber’s ability to resell the Subscriber’s FT Shares and FT Warrants comprising the FT Units and it is the responsibility of the Subscriber and each Disclosed Principal to determine these restrictions and to comply with them before selling the Subscriber’s FT Shares and FT Warrants comprising the FT Units.

General

21. The Subscriber hereby authorizes the Company and the Underwriter to correct any minor errors in, or complete any minor information missing from this Subscription and Renunciation Agreement, which has been executed by the Subscriber and delivered to the Underwriter and Company. The Subscriber consents to the filing of such documents and any other documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the Offering.

22. The Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder) irrevocably constitutes and appoints the Underwriter as the true and lawful attorney of the Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder). As the attorney of the Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder), the Underwriter have the power to act for and in the name of Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder), with full power of substitution, to execute and deliver such documents, instruments or agreements and do all acts and things necessary to effect the following:

(a)

to authorize the electronic deposit of the FT Units or the FT Shares and FT Warrants comprising the FT Units, as applicable, with CDS or to receive certificates representing the FT Shares and FT Warrants comprising the FT Units, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber, including this Subscription and Renunciation Agreement and the Schedules hereto, in connection with the subscription for the FT Units and to exercise any rights of termination contained in the Underwriting Agreement, and to generally represent the Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder) at the Closing for the purposes of all closing matters and deliveries of documents and certificates (if any) representing the Securities;

(b)

to extend any time periods and modify or waive any conditions that are set forth in this Subscription and Renunciation Agreement or in the Underwriting Agreement in the manner and to the extent that the Underwriter, in their absolute discretion, deem appropriate, provided that the extensions, modifications or waivers do not materially affect the Subscriber’s obligations under this Subscription and Renunciation Agreement;

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(c)

without limiting the generality of the foregoing, to exercise or not to exercise, as it determines in its sole discretion, the rights of termination in the Underwriting Agreement; and

(d)

to terminate this Subscription and Renunciation Agreement on behalf of the Subscriber if the Underwriter exercises its rights of termination under the Underwriting Agreement, with such termination to be effective concurrently with termination of the Underwriting Agreement.

This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which is acknowledged. This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder). This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder). Any person dealing with the Underwriter may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Underwriter pursuant to this power of attorney is authorized and binding on the Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder), without further inquiry. The Subscriber (and any Disclosed Principal for which the Subscriber is contracting hereunder) agrees to be bound by any representations or actions made or taken by the Underwriter pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Underwriter taken in good faith under this power of attorney.

23. The obligations of the parties hereunder are subject to acceptance of the terms of the Offering by all required regulatory approvals.

24. Without limitation, this Subscription and Renunciation Agreement and the transactions contemplated hereby are subject to the requirements, if any, of the Exchanges, including any such requirements as may be contained in the policies of the Exchanges or are provided by the Exchanges through the publication of a guidance, notice, or otherwise.

25. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Securities to the Subscriber shall be borne by the Subscriber.

26. The contract arising out of this Subscription and Renunciation Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts situate therein.

27. This Subscription and Renunciation Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

28. In this Subscription and Renunciation Agreement (including attachments and schedules), unless otherwise noted, all monetary references are to Canadian dollars.

29. The Subscriber acknowledges and agrees that the acceptance of this Subscription and Renunciation Agreement will be conditional, among other things, upon the sale of the Securities to the Subscriber being exempt from any registration, prospectus and offering memorandum requirements of all Applicable Securities Laws.

30. The Subscriber agrees that this offer is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, other than as may be provided for herein.

31. This Subscription and Renunciation Agreement shall enure to the benefit of and be binding on the Company, the Subscriber and their respective heirs, administrators, executors, successors and permitted assigns. This Subscription and Renunciation Agreement may not be assigned by the Company and may only be transferred or assigned by the Subscriber (a) subject to compliance with Applicable Securities Law and (b) with the prior written consent of the Company.

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32. No amendment to this Subscription and Renunciation Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto and no waiver of any breach of any provision of this Subscription and Renunciation Agreement will be effective or binding unless made in writing and signed by the waiving party.

33. Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing of the transactions contemplated hereby, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription and Renunciation Agreement.

34. This Subscription and Renunciation Agreement is deemed to be entered into on the acceptance date by Company, notwithstanding its actual date of execution by the Subscriber.

35. The representations, warranties, covenants and acknowledgements made by the Subscriber contained in this Subscription and Renunciation Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the Closing of all applicable tranches under the Offering, notwithstanding any subsequent disposition or exchange of the Securities.

36. Time is of the essence of this Subscription and Renunciation Agreement.

37. The invalidity or unenforceability of any particular provision of this Subscription and Renunciation Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Subscription and Renunciation Agreement.

38. The headings in this Subscription and Renunciation Agreement are for convenience of reference only and do not affect the interpretation of this Subscription and Renunciation Agreement.

39. This Subscription and Renunciation Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Company will be entitled to rely on delivery by e-mail or facsimile, or other electronic means, of an executed copy of this subscription, and acceptance by the Company of such e-mail, facsimile or electronic copy will be equally effective to create a valid and binding agreement between the Subscriber and the Company as if the Company had accepted the subscription originally executed by the Subscriber.

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SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS GOVERNING THE FT UNITS

WHEREAS:

A. The Company has certain interests in Canadian resource properties located in the Provinces of Saskatchewan and Manitoba, and may acquire additional interests in Canadian resource properties in such Provinces (collectively, the “Properties”);

B. The Company is a Principal-Business Corporation;

C. It is the intention of the Company, either alone or in conjunction with others, to carry out, cause to carry out, or participate in the Exploration Program (defined below) on the Properties for the purpose of determining the existence, location, extent or quality of the “mineral resources” (as defined in the Tax Act) located therein;

D. Certain persons have purchased or will purchase FT Shares (comprising, in part, the FT Units) for the price of $3.39 per FT Share and the FT Warrants (comprising, in part, the FT Units) for the price of $0.01 per FT Warrant; and

E. The Company has agreed to apply an amount equal to the full FT Unit Subscription Proceeds to carry out the Exploration Program and to renounce the Qualified Expenditures associated therewith to the Subscriber in accordance with the terms of this Schedule A.

1. Definitions

1.1 In this Schedule A, the listed terms below will have the following meanings, and any undefined capitalized terms will have the meaning contained in the subscription agreement to which this Schedule A is scheduled:

(a)

“Assistance” means assistance as defined in subsection 66(15) of the Tax Act;

(b)

“Canadian resource property” means a Canadian resource property as defined in subsection 66(15) of the Tax Act;

(c)

“CEDOE” means expenses that are prescribed to be “Canadian exploration and development overhead expenses” for the purposes of paragraph 66(12.6)(b) of the Tax Act;

(d)

“Canadian exploration expense” or “CEE” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act (as revised pursuant to the Proposed Amendments provided such measure is enacted as proposed), or that would be described in paragraph (h) of that definition if the references therein to “paragraphs (a) to (d) and (f) to (g.4)” were a reference to “paragraph (f)”, other than amounts which are (i) prescribed to be CEDOE for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any Assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, (iv) any expenditures described in paragraph 66(12.6)(b.2) of the Tax Act or (v) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act;

(e)

“Closing Date” means the Closing Date as defined in Section 12 of the Subscription and Renunciation Agreement;

(f)

“CRA” means the Canada Revenue Agency;

A-1

(g)

“Critical Mineral” means copper, nickel, lithium, cobalt, graphite, rare earth elements, scandium, titanium, gallium, vanadium, tellurium, magnesium, zinc, platinum group metals and uranium, and subject to the enactment of the Proposed Amendments, bismuth, cesium, chromium, fluorspar, germanium, indium, manganese, molybdenum, niobium, phosphate, tantalum, tin, and tungsten;

(h)

“Critical Mineral Certification” means in respect of this Subscription and Renunciation Agreement the certification in prescribed manner and form by a qualified professional engineer or professional geoscientist (as defined in subsection 127(9) of the Tax Act) that the Qualified Expenditures will be incurred in accordance with an exploration plan that primarily targets Critical Minerals, provided that the qualified professional engineer or professional geoscientist (as defined in subsection 127(9) of the Tax Act):

(i) completed the certification no more than 12 months before the Closing Date; and

(ii) acted reasonably, in their professional capacity, in completing the certification;

(i)

“Critical Mineral Mining Expenditure” means an expense that will, once renounced to a Subscriber, qualify as a “flow-through critical mineral mining expenditure” as defined in subsection 127(9) of the Tax Act, or where the Subscriber is a partnership, of the members of the Subscriber to the extent of their respective shares of the expenses so renounced;

(j)

“Exploration Program” means an exploration program carried out on the Property from or above the surface of the earth that primarily targets Critical Minerals, located thereon, on which the Company will expend an amount equal to the full FT Unit Subscription Proceeds;

(k)

“FT Share Subscription Proceeds” means $3.39 multiplied by the number of FT Shares forming part of the FT Units subscribed for by the Subscriber pursuant to the Subscription and Renunciation Agreement;

(l)

“FT Warrant Subscription Proceeds” means $0.01 multiplied by the number of FT Warrants forming part of the FT Units subscribed for by the Subscriber pursuant to the Subscription and Renunciation Agreement;

(m)

“FT Unit Subscription Proceeds” means the aggregate sum of FT Share Subscription Proceeds plus FT Warrant Subscription Proceeds;

(n)

“Prescribed Relationship” means a relationship between the Company and the Subscriber where the Subscriber (or if the Subscriber is a partnership, any partner thereof) and the Company are related or otherwise do not deal at arm’s length for purposes of the Tax Act.

(o)

“Principal-Business Corporation” means a “principal-business corporation” as defined in subsection 66(15) of the Tax Act;

(p)

“Prescribed Forms” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act (or any corresponding provincial or territorial legislation), filed or to be filed by the Company within the prescribed time renouncing to the Subscriber the Qualified Expenditures incurred pursuant to this Subscription and Renunciation Agreement and all parts or copies of such forms required by the Tax Act (or any corresponding provincial or territorial legislation) or the CRA (or any similar provincial or territorial authority) to be delivered to the Subscriber, as applicable;

(q)

“Proposed Amendments” means those specific proposals to amend the Tax Act included in Bill C-15 (Senate), Budget 2025 Implementation Act, No. 1, and those legislative proposals released by the Department of Finance on January 29, 2026.

A-2

(r)

“Qualified Expenditure” means an expense, incurred by the Company in carrying out any part of the Exploration Program which is incurred on or after the Closing Date, and on or before the Termination Date that (i) qualifies as CEE, and (ii) once renounced by the Company to a Subscriber, other than a trust or estate, is eligible to be qualified as a Critical Mineral Mining Expenditure of the Subscriber, or where, the Subscriber is a partnership, of the members of the Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the Qualified Expenditures so renounced, and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes;

(s)

“Subscriber” means the person or persons named as Subscriber in the Subscription and Renunciation Agreement who acquires the FT Shares and the FT Warrants or the Disclosed Principal of such FT Shares and FT Warrants, as applicable;

(t)

(u)

“Termination Date” has the meaning ascribed below in paragraph 2.1(a) of this Schedule A.

2. Qualified Expenditures

2.1 The Company will:

(a)

commencing on or after the Closing Date and before December 31, 2027 (the “Termination Date”), carry out or cause to be carried out the Exploration Program and in connection therewith incur Qualified Expenditures in an aggregate amount not less than the FT Unit Subscription Proceeds such that, the Company will be able to renounce to the Subscriber, with an effective date of December 31, 2026, Qualified Expenditures in an amount equal to the FT Unit Subscription Proceeds; and

(b)

renounce in prescribed form to the Subscriber with an effective date not later than December 31, 2026, provided that the Subscriber, and any party for whom the Subscriber is acting, and where either is a partnership, each partner thereof, deal at “arm’s length” with the Company in 2027 for purposes of the Tax Act, Qualified Expenditures in an amount equal to the FT Unit Subscription Proceeds, not subject to any reduction under subsection 66(12.73) of the Tax Act.

2.2 For greater certainty, the Company will in no event be required to renounce the Qualified Expenditures effective as of December 31, 2026 as contemplated in this Schedule A, or be liable in respect of any failure to renounce with such effective date, if the Subscriber or any party for whom the Subscriber is acting (or if the Subscriber or such party is a partnership, any partner thereof) does not deal at arm’s length with the Company in 2027 for purposes of the Tax Act.

3. Assistance

3.1 Any Assistance in respect of expenses incurred by or on behalf of the Company pursuant to this Subscription and Renunciation Agreement will be for the sole benefit of the Company, except that the Company will not claim Assistance to the extent (if any) it would impair the ability of the Company to renounce the Qualified Expenditures envisioned under this Agreement or impair the ability of the Subscriber to claim the Critical Mineral Mining Expenditure tax credit, if available.

4. Reduction

A-3

4.1 The Company will incur (or be deemed to incur) and renounce Qualified Expenditures pursuant to this Subscription and Renunciation Agreement and all other agreements with other persons providing for the issue of FT Units entered into by the Company on the Closing Date (collectively, the “Other Agreements”) pro rata by the number of FT Units issued or to be issued pursuant thereto before incurring and renouncing CEE pursuant to any other agreement which the Company may enter into after the Closing Date with any person with respect to the issue of shares which are “flow-through shares” as defined by the Tax Act. If the Company is required by the Tax Act or otherwise to reduce Qualified Expenditures previously renounced to the Subscriber, and unless the Subscriber would not be adversely affected or otherwise agrees, the reduction shall be made pro rata by the number of FT Shares and FT Warrants issued or to be issued pursuant to this Subscription and Renunciation Agreement and the Other Agreements only after it has first reduced to the extent possible all CEE renounced to persons under any agreements relating to shares or rights that are “flow-through shares” as defined by the Tax Act entered into after the Closing Date.

5. Indemnity by the Company

5.1 If the Company does not renounce to the Subscriber effective on or before December 31, 2026, Qualified Expenditures equal to the FT Unit Subscription Proceeds, the Company shall indemnify and hold harmless the Subscriber and, if the Subscriber is a partnership, each of the partners thereof if the (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth (20th) business day following the date the amount is determined but in any event no later than July 1, 2027, an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(c) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount of Qualified Expenditures renounced to the Subscriber by the Company is reduced or the CRA (or any similar provincial tax authority) reduces the amount renounced by the Company to the Subscriber pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Company shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth (20th) business day following the receipt by the Company of a notice of assessment or reassessment issued by the CRA (or any corresponding provincial tax authority) to the Indemnified Person describing such reduction, an amount equal to the amount of any tax (within the meaning of an “excluded obligation” in subparagraph 6202.1(5)(c) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse or right of action that the Subscriber may have at common law or civil law against the Company. To the extent that any party entitled to be indemnified hereunder is not a signatory of this Subscription and Renunciation Agreement, the Subscriber shall obtain and hold the rights and benefits of this Subscription and Renunciation Agreement in trust for, and on behalf of, such person (provided that such person is a beneficial purchaser for whom the Subscriber is acting) and such person shall be entitled to enforce the provisions of this section notwithstanding that such person is not a signatory of this Subscription and Renunciation Agreement.

5.2 For greater certainty the foregoing indemnity shall have no force or effect and the Subscriber shall have no recourse or right of action to the extent that such indemnity, recourse or right of action would otherwise cause the FT Shares to be “prescribed shares” or cause the FT Warrants to be “prescribed rights”, each within the meaning of subsection 6202.1 of the regulations to the Tax Act.

6. Representations, Warranties and Covenants of the Subscriber

6.1 The Subscriber, on its own behalf and on behalf of any party for whom the Subscriber is acting (and for purposes of any Subscriber representation, warranty or covenant in this Agreement, a reference to “Subscriber” shall be read as including a reference to any such other person or party unless the context otherwise requires), represents, warrants to and covenants with the Company that, in addition to the representations and warranties of the Subscriber contained elsewhere in the Subscription and Renunciation Agreement:

(a)

the Subscriber is resident in the jurisdiction set out on the execution page of this Subscription and Renunciation Agreement;

A-4

(b)

the Subscriber (and, if applicable, the Disclosed Principal(s)) deals at arm’s length (as that term is used in the Act) with the Company and will deal at arm’s length (as that term is used in the Tax Act) with the Company at all material times and the Subscriber acknowledges that, if at any time during 2027 the Subscriber (and, if applicable, the Disclosed Principal(s)) does not deal at arm’s length with the Company and the Company purports to renounce Qualified Expenditures incurred in 2027 effective December 31, 2026, notwithstanding any provision of this Subscription and Renunciation Agreement to the contrary, the renunciation thereof will not be effective as of December 31, 2026, and the Subscriber acknowledges that, notwithstanding Section 6.1 of this Schedule A, it is not entitled to any indemnification from the Company as a result thereof;

(c)

the Subscriber is aware that (i) purchasing, holding and disposing of the FT Shares and FT Warrants may have tax consequences under the laws of Canada and (ii) it is solely responsible (and neither the Company nor the Underwriter, nor their respective counsel are in any manner responsible) for determining the tax consequences applicable to its particular circumstances and should consult its own tax advisors concerning investment in the FT Shares and FT Warrants;

(d)

the Subscriber has not and does not expect to receive any form of financial assistance from the Company, directly or indirectly, in respect of the purchase of the FT Shares;

(e)

the Subscriber (and, if applicable, the Disclosed Principal(s)) has not and will not enter into any agreement or arrangement which will cause the FT Shares or FT Warrants to be or become “prescribed shares” or “prescribed rights” as defined in section 6202.1 of the regulations to the Tax Act, and the Subscriber (and, if applicable, the Disclosed Principal(s)) acknowledges that if the Subscriber (and, if applicable, the Disclosed Principal(s)) enters into an agreement or arrangement (other than this Subscription and Renunciation Agreement or other agreement to which the Company is a party) which would cause the FT Shares or FT Warrants to be or become “prescribed shares” or “prescribed rights” as defined in section 6202.1 of the regulations to the Tax Act, the Company will have no obligations to the Subscriber (and, if applicable, the Disclosed Principal(s)) in respect of the Subscriber’s (and, if applicable, the Disclosed Principal(s)) inability to receive any benefits from renounced Qualified Expenditures or any compensation, indemnification or damages in respect thereof;

(f)

the Subscriber (and, if applicable, the Disclosed Principal(s)) understands that if the covenants, representations and warranties contained in any of foregoing paragraphs of this Section 6.1 are breached, the Subscriber (and, if applicable, the Disclosed Principal(s)):

(i)

may be subject to increased Canadian income tax liabilities for the Subscriber’s (and, if applicable, the Disclosed Principal(s)) taxation year that includes December 31, 2026; and

(ii)

may be required to file appropriate amendments to the Subscriber’s (and, if applicable, the Disclosed Principal(s)) income tax return for that taxation year and other years.

7. Representations, Warranties and Covenants of the Company

7.1 The Company represents and warrants to and covenants with the Subscriber that, in addition to the representations and warranties of the Subscriber contained elsewhere in the Subscription and Renunciation Agreement or otherwise in this Schedule A hereto,

(a)

neither the Company nor any director, employee, officer, other person acting on behalf of the Company or any person having a Prescribed Relationship with the Company has made any written or oral representations that any person will resell or repurchase the FT Shares or the FT Warrants;

(b)

it is and will remain at all relevant times for purposes of the renunciation envisioned herein, a Principal-Business Corporation;

(c)

but for any agreement, arrangement, or understanding to which the Company is not a party and of which it has no knowledge, the FT Shares and FT Warrants when issued to the Subscriber will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and not “prescribed shares” or “prescribed rights”, respectively, within the meaning of section 6202.1 of the regulations to the Tax Act;

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(d)

it will comply with all filing requirements of the Tax Act in respect of this Subscription and Renunciation Agreement and all other requirements of the Tax Act and any applicable provincial or territorial tax legislation necessary to effectively renounce Qualified Expenditures equal to the FT Unit Subscription Proceeds to the Subscriber as provided herein;

(e)

it has obtained a Critical Mineral Certification and otherwise complied with all requirements under the Tax Act in respect of the renunciations of Critical Mineral Mining Expenditures to be effected hereunder;

(f)

it will ensure that all expenses renounced to the Subscriber pursuant to this Subscription and Renunciation Agreement will be Qualified Expenditures;

(g)

it has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date, and renounce to the Subscriber in accordance with the terms hereof, Qualified Expenditures in the amount equal to the FT Unit Subscription Proceeds;

(h)

it has no reason to expect any reduction of Qualified Expenditures by virtue of subsection 66(12.73) of the Tax Act;

(i)

it will, on or after the Closing Date and on or before the Termination Date, incur Qualified Expenditures on one or more of its Properties in an amount not less than the amount of the FT Unit Subscription Proceeds;

(j)

it will renounce in prescribed form to the Subscriber in accordance with subsection 66(12.6) of the Tax Act and 66(12.66) of the Tax Act where applicable and any applicable provincial legislation, Qualified Expenditures in an amount equal to the FT Unit Subscription Proceeds with an effective date no later than December 31, 2026;

(k)

it will file with the CRA (and any similar provincial or territorial authority) within the time prescribed by subsection 66(12.68) of the Tax Act (and any similar provincial or territorial legislation), the forms prescribed for the purposes of such legislation together with a copy of this Subscription and Renunciation Agreement or any “selling instrument” contemplated by that subsection and shall forthwith following such filing provide to the Subscriber a copy of such form certified by an officer of the Company;

(l)

the Company will file, on or before February 28, 2027, any return required to be filed under Part XII.6 of the Tax Act in respect of each applicable year, and will pay any tax or other amount owing in respect of that return on a timely basis; and

(m)

it will, on the effective date of each renunciation of CEE to the Subscriber pursuant to this Subscription and Renunciation Agreement, maintain sufficient renounceable cumulative CEE to make the renunciation;

(n)

to the knowledge of the Company, the Company does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber and, if the Subscriber is a partnership, any partner or limited partner of such Subscriber;

(o)

the Qualified Expenditures to be renounced by the Company to the Subscriber:

(i) will constitute CEE on the effective date of the renunciation;

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(ii) will be eligible for qualification as Critical Mineral Mining Expenditures on the effective date of renunciation;

(iii) will not include any amount that has previously been renounced by the Company to the Subscriber or to any other person;

(iv) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and

(v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act;

(p)

unless required to do so pursuant to subsection 66(12.73) of the Tax Act, the Company shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act;

(q)

the Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualified Expenditures to the Subscriber in an amount equal to the FT Unit Subscription Proceeds;

(r)

if the Company receives, or becomes entitled to receive an Assistance and the receipt of or entitlement to receive such Assistance has or will have the effect of reducing the amount of Qualified Expenditures validly renounced to the Subscriber hereunder to less than the FT Unit Subscription Proceeds, the Company shall incur additional Qualified Expenditures so that it renounces Qualified Expenditures in an amount no less than the FT Unit Subscription Proceeds paid by the Subscriber for the FT Shares and FT Warrants;

(s)

it will not claim as CEE under the Tax Act or under any provincial legislation any amount in respect of Qualified Expenditures incurred by it that would wholly or partly impair its ability to make the renunciations provided in this Subscription and Renunciation Agreement;

(t)

it will not make any renunciation other than pursuant to this Subscription and Renunciation Agreement that would render it wholly or partly incapable of making any renunciation provided for in this Subscription and Renunciation Agreement or that would render any renunciation made pursuant to this Subscription and Renunciation Agreement wholly or partly ineffective;

(u)

it will keep proper books, records and accounts of all Qualified Expenditures and all transactions affecting the FT Unit Subscription Proceeds and the Qualified Expenditures, and upon reasonable notice, it will make such books, records and accounts available for inspection on or by or on behalf of the Subscriber at the Subscriber’s expense;

(v)

it will not enter into any other agreement which would prevent or restrict its ability to renounce to the Subscriber the amount of Qualified Expenditures to be incurred in accordance with the Subscription and Renunciation Agreement;

(w)

it will file within the time periods prescribed by the Tax Act (including the time prescribed under subsection 66(12.7) of the Tax Act) or any relevant provincial or territorial legislation, the relevant Prescribed Forms and all other forms with the relevant governmental authority as are necessary to effectively renounce Qualified Expenditures to the Subscriber in an amount equal to the FT Unit Subscription Proceeds, with an effective date no later than December 31, 2026, and (ii) deliver to the Subscriber copies of such Prescribed Forms and other forms as filed including, on or before February 28, 2027, the relevant Prescribed Forms (fully completed and executed) renouncing to the Subscriber Qualified Expenditures in an amount equal to the FT Unit Subscription Proceeds with an effective date of no later than December 31, 2026 (including a Statement of Resource Expenses (T101) for the Subscriber), such delivery constituting the authorization of the Company to the Subscriber to file such Prescribed Forms with the relevant governmental authorities.

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(x)

upon the Company becoming aware that on completion of a CRA review or audit of the Qualified Expenditures spent by the Company, that CRA intends to challenge or deny the deduction of some or all of the Qualified Expenditures renounced to the Subscriber hereunder, the Company will notify the Subscriber immediately;

(y)

where an amount that the Company has purported to renounce to the Subscriber effective no later than December 31 of a particular year exceeds the amount that it can renounce on that effective date because it did not actually incur Qualified Expenditures within the time period required by the Tax Act (the “Particular Time Period”), and if at the end of the Particular Time Period the Company knew or ought to have known of all or part of such excess renunciation, the Company will file a statement in prescribed form before March 1 of the year following the particular year, all as required by subsection 66(12.73) of the Tax Act. A copy of such statement will be sent concurrently to the Subscriber;

(z)

if the Company amalgamates with any one or more companies, any shares or warrants issued to or held by the Subscriber as a replacement for the FT Shares or FT Warrants as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act or otherwise, as “flow-through shares” and in particular will not be “prescribed shares” or “prescribed rights”, each as defined in section 6202.1 of the regulations to the Tax Act;

(aa)

the Company has the full corporate right, power and authority to incur and renounce to the Subscriber Qualified Expenditures in an amount equal to the FT Unit Subscription Proceeds prior to the Termination Date;

(bb)

(cc)

the Company has never been in default of any of its legal obligations in respect of any flow-through share financings previously undertaken by the Company.

__________

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SCHEDULE B

ACCREDITED INVESTOR CERTIFICATE

(To be completed by Accredited Investors only)

NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.

The undersigned (the “Subscriber”) hereby confirms and certifies to Foremost Clean Energy Ltd. (the “Company”) that the Subscriber is purchasing the FT Units as principal and that the Subscriber is an “Accredited Investor” as defined in NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106 includes:

_________	(a)	except in Ontario, a Canadian financial institution or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
_________	(a.1)	in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1) of the Securities Act (Ontario);
_________	(b)	except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
_________	(b.1)	in Ontario, the Business Development Bank of Canada;
_________	(c)	except in Ontario, a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
_________	(c.1)	in Ontario, a subsidiary of any person or company referred to in clause (a.1) or (b.1), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
_________	(d)	except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; Jurisdiction(s) registered: ______________________________________ Categories of registration: ______________________________________
_________	(d.1)	in Ontario, a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations; Jurisdiction(s) registered: _____________________________________ Categories of registration: _____________________________________
_________	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); Jurisdiction(s) registered: ______________________________________ Categories of registration: ______________________________________

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_________	(e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
_________	(f)	except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
_________	(f.1)	in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada;
_________	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
_________	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
_________	(i)	except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada; Jurisdiction(s) registered:______________________________________ Categories of registration:______________________________________
_________	(i.1)	in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada; Jurisdiction(s) registered:______________________________________ Categories of registration:______________________________________
_________	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds $1,000,000; IF THIS APPLIES, YOU MUST ALSO COMPLETE FORM 45-106F9 ATTACHED AS APPENDIX 2 TO THIS SCHEDULE B
_________	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;
_________	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; IF THIS APPLIES, YOU MUST ALSO COMPLETE FORM 45-106F9 ATTACHED AS APPENDIX 2 TO THIS SCHEDULE B

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_________	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000; IF THIS APPLIES, YOU MUST ALSO COMPLETE FORM 45-106F9 ATTACHED AS APPENDIX 2 TO THIS SCHEDULE B
_________	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; Type of entity:______________________________________ Jurisdiction and date of formation:______________________________________
_________	(n)	an investment fund that distributes or has distributed its securities only to:
		(i)	a person that is or was an accredited investor at the time of the distribution;
		(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106; or
		(iii)	a person described in paragraph (i) or (ii) immediately above that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
_________	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt;
_________	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; Jurisdiction(s) registered: ______________ Registration number(s):______________________________________
_________	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; Jurisdiction(s) registered: ______________________________________ Categories of registration:______________________________________
_________	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; Registration number(s) assigned to subscriber:______________________________________ Name of eligibility advisor or registered advisor: ______________________________________ Jurisdiction(s) registered: ______________________________________ Categories of registration: ______________________________________

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_________	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) [and in Ontario, paragraphs (a.1) to (d.1) or paragraph (i.1)] in form and function; Jurisdiction organized: ______________ Type of entity:______________________________________
_________	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; If this is applicable, each owner of interest may be required to complete and submit its own copy of this Accredited Investor Certificate: Name(s) of owners of interest:______________________________________ Type of entity (if applicable):______________________________________ Categories of accredited investor:______________________________________
_________	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; Name of advisor:______________________________________ Jurisdiction(s) registered:______________________________________ Categories of registration:______________________________________ Basis of exemption:______________________________________
_________	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor; Jurisdiction(s) recognized or designated:______________________________________
_________	(v.1)	in Ontario, a person or company that is recognized or designated by the Commission as an accredited investor; and/or Jurisdiction(s) recognized or designated:______________________________________
_________	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse; Name(s) of settlor:______________________________________ Name(s) of trustees:______________________________________ Categories of accredited investor: ______________________________________ Categories of beneficiaries:______________________________________

and for purposes hereof, words and phrases which are used in this Accredited Investor Certificate and which are defined in NI 45-106 will have the meaning ascribed thereto in NI 45-106. Certain definitions that are relevant to qualifications as an “Accredited Investor” are attached hereto as Appendix I. You must review these definitions carefully.

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EXECUTED by the Subscriber at _____________________, on this ________ day of ___________________, 2026.

If a corporation, partnership or other entity:

______________________________________
(Signature of Authorized Signatory)

______________________________________
(Name and Position of Signatory)

______________________________________
(Name of Purchasing Entity)

______________________________________
(Jurisdiction of Residence)

If an Individual:

______________________________________
(Signature)

______________________________________
(Print name)

______________________________________
(Jurisdiction of Residence)

__________

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APPENDIX 1 TO SCHEDULE B

DEFINITIONS RELEVANT TO QUALIFICATIONS AS AN ACCREDITED INVESTOR

Definitions

The following works and phrases have the following meanings in this Appendix unless the context provides otherwise:

(a)

“Canadian financial institution” means:

(i)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada); or

(ii)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(b)

“control person” has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where “control person” means any person that holds or is one of a combination of persons that hold:

(i)

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or

(ii)

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer;

(c)

“eligibility adviser” means:

(i)

a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed; and

(ii)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

(A)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and

(B)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(d)

“executive officer” means, for an issuer, an individual who is:

(i)

a chair, vice-chair or president;

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(ii)

a vice-president in charge of a principal business unit, division or function including sales, finance or production;

(iii)

an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer; or

(iv)

performing a policy-making function in respect of the issuer;

(e)

“financial assets” means cash, securities or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(f)

“founder” means, in respect of an issuer, a person who:

(i)

acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and

(ii)

at the time of the trade is actively involved in the business of the issuer;

(g)

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

(h)

“investment fund” has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure except in Ontario where “investment fund” means a mutual fund or anon-redeemable fund;

(i)

“person” includes:

(i)

an individual;

(ii)

a corporation;

(iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(iv)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

except in Ontario where “person” means:

(i)

an individual;

(ii)

a partnership;

(iii)

an unincorporated association;

(iv)

an unincorporated syndicate;

(v)

an unincorporated organization;

(vi)

a trust;

(vii)

an executor;

(viii)

an administrator; and

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(ix)

a legal representative;

(j)

“related liabilities” means:

(i)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(ii)

liabilities that are secured by financial assets;

(k)

“spouse” means, an individual who:

(i)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

(ii)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

(iii)

in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

(l)

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Affiliated Entities and Control

Except in Ontario:

An issuer is considered to be an affiliate of another issuer if one of them is a subsidiary of the other, or if each of them is controlled by the same person.

A person (first person) is considered to control another person (second person) if

the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless the first person holds the voting securities only to secure an obligation;

ii.

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests in the partnership; or

iii.

the second person is a limited partnership and the general partner of the limited partnership is the first person.

For Ontario:

A company shall be deemed to be an affiliate of another company if one of them is a subsidiary of the other, or if both are subsidiaries of the same company or if each of them is controlled by the same person or company.

A company shall be deemed to be controlled by another person or company or by two or more companies if,

voting securities of the first-mentioned company carrying more than 50 per cent of the votes for the election of directors or held, otherwise than by way of security only, by or for the benefit of the other person or company or by or for the benefit of the other companies; and

ii.

the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of the first-mentioned company.

Unless otherwise stated, all monetary references are in Canadian Dollars.

__________

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APPENDIX 2 TO SCHEDULE B

RISK ACKNOWLEDGEMENT FORM

FORM 45-106F9

(Form for Individual Accredited Investors)

WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.
SECTION 1 TO BE COMPLETED BY ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: FT Units of the Company (each consisting of one FT Share and one half of one FT Warrant) at $3.40 per FT Unit	Issuer: Foremost Clean Energy Ltd.
Purchased from: Foremost Clean Energy Ltd.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:		Your initials
Risk of loss – You could lose your entire investment of $________.
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You may not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.		Your initials
· Your net income before taxes was more than $200,000 in each for the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
· Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
· Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.

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· Either alone or with your spouse, you may have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:	Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
Please contact: Foremost Clean Energy Ltd. Suite 250, 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T7 Contact person: Jason Barnard, President and CEO Telephone: 604.330.8067 Email: jason.barnard@foremostcleanenergy.com Website: https://foremostcleanenergy.com/ For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

__________

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SCHEDULE C

FAMILY, FRIENDS AND BUSINESS ASSOCIATES CERTIFICATIONS

(To be completed by Officers, Directors, Employees, Family, Close Friends and Business Associates Only)

TO:

Foremost Clean Energy Ltd.

In connection with the purchase of FT Units of Foremost Clean Energy Ltd. (the “Company”) by the undersigned Subscriber, the Subscriber hereby represents, warrants, covenants and ratifies to the Company that:

The Subscriber is purchasing the FT Units as principal for its own account;

It is (please initial):

___	(a)	a director, executive officer or control person of the Company, or of an affiliate of the Company; or

___	(b)	a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Company, or of an affiliate of the Company; or

___	(c)	a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Company, or of an affiliate of the Company; or

___	(d)	a close personal friend (by reason of the fact that you have directly known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being a relative or a member of the same organization, association or religious group or a client, customer or former client or customer or being a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual) of a director, executive officer or control person of the Company, or of an affiliate of the Company; or

___	(e)	a close business associate (by reason of the fact that you have had direct sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being a client, customer or former client or customer or being a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual) of a director, executive officer or control person of the Company, or of an affiliate of the Company; or

___	(f)	a founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend (by reason of the fact that you have directly known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being a relative or a member of the same organization, association or religious group or a client, customer or former client or customer or being a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual) or close business associate (by reason of the fact that you have had direct sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being a client, customer or former client or customer or being a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual) of a founder of the Company; or

___	(g)	a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Company; or

___	(h)	a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subsections 2(a) to 2(g) above; or

C-1

___

(i)

_________ a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subsections 2(a) to 2(g) above; or

Please complete the following details of whose relationship is if you have checked any one of items 2(b) to 2(i) above:

(insert name of applicable person)

Length of Relationship

Details of Relationship

Prior Business Dealings, if applicable

The Subscriber represents and warrants that the above representations, warranties and covenants will be true and correct both as of the execution of this certificate and as of the Closing Time of the purchase and sale of the FT Units and acknowledges that they will survive the completion of the issue of the FT Units.

For the purposes hereof, words and phrases used in this representation letter and which are defined in NI 45-106 will have the meaning ascribed thereto in NI 45-106.

The undersigned acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a purchaser of the FT Units and that this Schedule C is incorporated into and forms part of the Subscription and Renunciation Agreement and the undersigned undertakes to immediately notify the Company of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the FT Units.

Dated: _______________________, 2026.


	(Print name of Subscriber)

	By:
		(Signature)


		(Print name of Signatory
		if different from Subscriber)


		(Title)

C-2

APPENDIX 1 TO SCHEDULE C

RISK ACKNOWLEDGEMENT FORM FOR FAMILY, FRIEND AND BUSINESS ASSOCIATE INVESTORS

FORM 45-106F12

WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.
SECTION 1 TO BE COMPLETED BY ISSUER
1. About your investment
Type of securities: FT Units of the Company (each consisting of one FT Share and one half of one FT Warrant) at $3.40 per FT Unit	Issuer: Foremost Clean Energy Ltd.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:		Your initials
Risk of loss – You could lose your entire investment of $________.
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment. The information you receive may be limited to the information provided to you by the family member, friend or close business associate specified in section 3 of this form.
3. Family, friend or business associate status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you:		Your initials
A) You are: 1. *[check all applicable boxes]* [   ] a director of the issuer or an affiliate of the issuer [   ] an executive officer of the issuer or an affiliate of the issuer [   ] a control person of the issuer or an affiliate of the issuer [   ] a founder of the issuer OR 2. *[check all applicable boxes]* [   ] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above [ ] a truest or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

C-3

B) You are a family member of ________________________, who holds the following position at the issuer or an affiliate of the issue: ______________________________. You are the ____________________________ of that person or that person’s spouse.
C) You are a close personal friend of _________________________, who holds the following position at the issuer or an affiliate of the issuer: _____________________. You have known that person for _______ years.
D) You are a close business associate of , who holds the following position at the issuer or an affiliate of the issuer: . You have known that person for ________ years
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. You also confirm that you are eligible to make this investment because you are a family member, close personal friend or close business associate of that person identified in section 5 of this form.
First and last name (please print):
Signature:		Date:
SECTION 5 TO BE COMPLETED BY PERSON WHO CLAIMS THE PERSONAL RELATIONSHIP, IF APPLICABLE
5. Contact person at the issuer or an affiliate of the issuer
[Instruction: To be completed by the director, executive officer, control person or founder with whom the purchaser has a close personal relationship indicated under sections 3B, 3C or 3D of this form.] By signing this for, you confirm that you have, or your spouse has, the following relationship with the purchaser: *[check the box that applies]* [   ] family relationship as set out in section 3B of this form [   ] close personal friendship as set out in section 3C of this form [   ] close business associate relationship as set out in section 3D of this form
First and last name of contact person (please print):
Position with the issuer or affiliate of the issuer (director, executive officer, control person or founder):
Telephone:		Email:
Signature:		Date:
SECTION 6 TO BE COMPLETED BY THE ISSUER
6. For more information about this investment
Please contact: Foremost Clean Energy Ltd. Suite 250, 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T7 Contact person: Jason Barnard, President and CEO Telephone: 604.330.8067 Email: jason.barnard@foremostcleanenergy.com Website: https://foremostcleanenergy.com/ For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www. securities-administrators.ca.
Signature of executive officer of issuer (other than the purchaser):		Date:

__________

C-4

SCHEDULE D

FORM 45-106F5

(To be completed by Residents of Saskatchewan Only)

Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates I acknowledge that this is a risky investment: · I am investing entirely at my own risk. · No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities. · The person selling me these securities is not registered with a securities regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me. · I will not be able to sell these securities for 4 months. · I could lose all the money I invest. · I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2-day right to cancel my purchase of these securities if I receive an amended offering document. I am investing $____________ [total consideration] in total; this includes any amount I am obliged to pay in future. I am a close personal friend or close business associate of ____________ [state name], who is a ____________ [state title - founder, director, executive officer or control person] of ____________ [state name of issuer or its affiliate – if an affiliate state “an affiliate of the issuer” and give the issuer’s name]. I acknowledge that I am purchasing based on my close relationship with ____________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness. I acknowledge that this is a risky investment and that I could lose all the money I invest.
, 2026
(Date)		(Signature of Purchaser)


		(Print name of Purchaser)

Sign 2 copies of this document. Keep one copy for your records.

You are buying Exempt Market Securities

They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections); and

the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator.

D-1

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

You may not receive any written information about the issuer or its business

If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.

You will not receive advice

Unless you consult your own professional advisers, you will not get professional advice about whether the investment is suitable for you.

For more information on the exempt market, refer to the Securities Division - Financial and Consumer Affairs Authority – Government of Saskatchewan’s website at www.fcaa.gov.sk.ca.

[Instruction: The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.]

__________

D-2

SCHEDULE E

CONTACT INFORMATION OF PUBLIC OFFICIALS
REGARDING INDIRECT COLLECTION OF PERSONAL INFORMATION

Alberta Securities Commission

Suite 600, 250 – 5^th Street SW

Calgary, Alberta T2P 0R4

Telephone: 403-297-6454

Toll free in Canada: 1-877-355-0585

Facsimile: 403-297-2082

Public official contact regarding indirect collection of information: FOIP Coordinator

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: 604-899-6854

Toll free in Canada: 1-800-373-6393

Facsimile: 604-899-6581

Email: FOI-privacy@bcsc.bc.ca

Public official contact regarding indirect collection of information: FOI Inquiries

The Manitoba Securities Commission

500 – 400 St. Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: 204-945-2561

Toll free in Manitoba 1-800-655-5244

Facsimile: 204-945-0330

Public official contact regarding indirect collection of information: Director

Financial and Consumer Services Commission (New Brunswick)

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Telephone: 506-658-3060

Toll free in Canada: 1-866-933-2222

Facsimile: 506-658-3059

Email: info@fcnb.ca

Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

Government of Newfoundland and Labrador

Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2^nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: 709-729-4189

Facsimile: 709-729-6187

Public official contact regarding indirect collection of information: Superintendent of Securities

Government of the Northwest Territories

Office of the Superintendent of Securities

P.O. Box 1320

Yellowknife, Northwest Territories X1A 2L9

Telephone: 867-767-9305

Facsimile: 867-873-0243

Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Duke Tower

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: 902-424-7768

Facsimile: 902-424-4625

Public official contact regarding indirect collection of information: Executive Director

Government of Nunavut

Department of Justice

Legal Registries Division

P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut X0A 0H0

Telephone: 867-975-6590

Facsimile: 867-975-6594

Public official contact regarding indirect collection of information: Superintendent of Securities

E-1

Ontario Securities Commission

20 Queen Street West, 22^nd Floor

Toronto, Ontario M5H 3S8

Telephone: 416-593- 8314

Toll free in Canada: 1-877-785-1555

Facsimile: 416-593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4^th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: 902-368-4569

Facsimile: 902-368-5283

Public official contact regarding indirect collection of information: Superintendent of Securities

Autorité des marchés financiers

800, Square Victoria, 22e étage

C.P. 246, Tour de la Bourse

Montréal, Québec H4Z 1G3

Telephone: 514-395-0337 or 1-877-525-0337

Facsimile: 514-864-6381

Email: financementdessocietes@lautorite.qc.ca

Public official contact regarding indirect collection of information: Secrétaire générale

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 – 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 4H2

Telephone: 306-787-5842

Facsimile: 306-787-5899

Public official contact regarding indirect collection of information: Director

Government of Yukon

Department of Community Services

Office of the Superintendent of Securities

307 Black Street

Whitehorse, Yukon Y1A 2N1

Telephone: 867-667-5466

Facsimile: 867-393-6251

Email: securities@gov.yk.ca

Public official contact regarding indirect collection of information: Superintendent of Securities

__________

E-2

SCHEDULE F

FOREMOST CLEAN ENERGY LTD.

PRIVATE PLACEMENT OF $5.5 MILLION FLOW THROUGH UNITS

TERM SHEET

NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

This term sheet (the “Term Sheet”) summarizes the principal terms of a proposed offering of 1,618,000 Flow-Through Units of Foremost Clean Energy Ltd. for gross proceeds of $5,501,200 (1,860,700 Flow-Through Units of the Company for gross proceeds of $6,326,380 assuming the Underwriter’s Option is exercised in full) to certain qualified subscribers (each such subscriber, an “Investor”) pursuant to a underwritten bought deal private placement.

This Term Sheet is not intended to represent an “offering memorandum” for purposes of applicable securities legislation. Any investment by the Investor will be in all respects contingent upon and subject to, among other things, satisfactory completion of due diligence and the negotiation of satisfactory documentation.

The securities offered pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “United States”), 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 Rule 902(k) of Regulation S under the U.S. Securities Act) or a person in the United States, except as permitted by the Underwriting Agreement (as defined herein) and in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. This Offering does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, U.S. persons.

Issuer:	Foremost Clean Energy Ltd. (the “Company”).
Issue:	1,618,000 units of the Company (the “Units”). Each unit shall be comprised of one common share of the Company (the “Flow-Through Shares”) and one half of one warrant (each whole warrant a “Warrant”), each of which Flow-Through Share and Warrant comprising a Unit qualifying as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada)(the “Tax Act”). Each Warrant entitles the holder to acquire one common share of the Company (a “Warrant Share”) for a period of 24 months from the Closing Date (as defined herein) at an exercise price of $4.40.

Gross Proceeds:	$5,501,200 ($6,326,380 in the event the Underwriter’s Option is exercised in full) (the “Offering”).

Underwriter’s Option:	The Company grants the Underwriter an option (the “Underwriter’s Option”), to purchase up to an additional 242,700 Units at the Issue Price, and exercisable at any time up to 48 hours prior to the closing of the Offering.

F-1

Issue Price:	$3.40 per Unit.

Type of Transaction:	Bought deal private placement.

Eligibility:	The securities issued shall be eligible as qualified investments for RRSPs, RRIFs, RESPS, DPSPs, RDSPs and FHSAs.

Offering Jurisdictions:	All provinces and territories of Canada.

Hold Period:	The Flow-Through Shares and Warrants comprising the Units will be subject to a statutory hold period in Canada of four months and one day after the Closing Date.

Use of Proceeds:	The gross proceeds from the Offering will be used by the Company to incur Qualifying Expenditures (as defined below) related to the Company’s projects in Canada.
Income Tax Considerations:	The Company agrees and covenants that it will incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as such terms are defined in the Tax Act in each case, including any proposed amendments to the Tax Act announced publicly by or on behalf of the Minister of Finance (Canada), including the proposed amendments contained in Bill C-15 (Senate), Budget 2025 Implementation Act, No. 1, and legislative proposals released by the Department of Finance on January 29, 2026 (the "Qualifying Expenditures") in an aggregate amount of not less than the total amount of the gross proceeds from the Offering (the “Commitment Amount”) on or before December 31, 2027, and to renounce all the Qualifying Expenditures in an amount equal to the Commitment Amount in favour of the purchasers or substituted purchasers of the Units effective December 31, 2026. In the event that the Company is unable to renounce Qualifying Expenditures as described above, and/or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will indemnify each purchasers or substituted purchasers for the additional Canadian income taxes payable by such purchasers or substituted purchasers as a result of the Company’s failure to incur and renounce the Qualifying Expenditures or as a result of the reduction as agreed.

Exchange Listings:	The common shares of the Company trade on the Canadian Securities Exchange under the symbol “FAT” and on the NASDAQ under the symbol “FMST”. The Flow-Through Shares, Warrant Shares and common shares of the Company issuable upon the exercise of the Broker Warrants will be listed on the Canadian Securities Exchange and the NASDAQ.

F-2

Commission:	A cash commission equal to 6.0% of the gross proceeds raised in the Offering (the “Cash Commission”) and warrants (the “Broker Warrants”), including the exercise of the Underwriters’ Option, exercisable to acquire, within 24 months of the Closing Date, in the aggregate, common shares of the Company equal to 6.0% of the number of Units sold under the Offering, at an exercise price equal to the Issue Price. All Offered Securities sold to purchasers under the President’s List will be subject to a reduced Cash Commission of 2.0% and that number of Broker Warrants equal to 2.0% of the number of Offered Securities sold to purchasers under the President’s List.
President’s List:	The Company shall have the right to include a list of subscribers to purchase Offered Securities representing gross proceeds of up to $500,000 at the Issue Price (the “President’s List”).
Bookrunner:	Canaccord Genuity Corp.

Closing Date:	On or about March 31, 2026, or such other date as may be agreed between the Company and the Underwriter.

F-3

Exhibit 99.3

FOREMOST CLEAN ENERGY LTD.

as the Corporation

and

ODYSSEY TRUST COMPANY

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of March 31, 2026

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION

Section 1.1	Definitions.	1
Section 1.2	Gender and Number.	6
Section 1.3	Headings, Etc	6
Section 1.4	Day not a Business Day.	6
Section 1.5	Time of the Essence	6
Section 1.6	Monetary References.	6
Section 1.7	Applicable Law.	6
ARTICLE 2
ISSUE OF WARRANTS
Section 2.1	Creation and Issue of Warrants.	7
Section 2.2	Terms of Warrants.	7
Section 2.3	Warrantholder not a Shareholder	7
Section 2.4	Warrants to Rank Pari Passu.	8
Section 2.5	Form of Warrants, Certificated Warrants.	8
Section 2.6	Book Entry Warrants.	8
Section 2.7	Warrant Certificate	10
Section 2.8	Legends.	12
Section 2.9	Register of Warrants	15
Section 2.10	Issue in Substitution for Warrant Certificates Lost, etc.	16
Section 2.11	Exchange of Warrant Certificates.	16
Section 2.12	Transfer and Ownership of Warrants.	17
Section 2.13	Cancellation of Surrendered Warrants.	18
ARTICLE 3
EXERCISE OF WARRANTS
Section 3.1	Right of Exercise.	18
Section 3.2	Warrant Exercise.	19
Section 3.3	U.S. Restrictions; Legended Certificates	21
Section 3.4	Transfer Fees and Taxes.	22
Section 3.5	Warrant Agency.	22
Section 3.6	Effect of Exercise of Warrants.	22
Section 3.7	Partial Exercise of Warrants; Fractions.	23
Section 3.8	Expiration of Warrants.	23
Section 3.9	Accounting and Recording.	23
Section 3.10	Securities Restrictions	24
ARTICLE 4
ADJUSTMENT OF NUMBER OF SHARES AND EXERCISE PRICE

TABLE OF CONTENTS

Section 4.1	Adjustment of Number of Shares and Exercise Price	24
Section 4.2	Entitlement to Shares on Exercise of Warrant.	29
Section 4.3	No Adjustment for Certain Transactions.	29
Section 4.4	Determination by Independent Firm.	29
Section 4.5	Proceedings Prior to any Action Requiring Adjustment.	29
Section 4.6	Certificate of Adjustment.	29
Section 4.7	Notice of Special Matters.	30
Section 4.8	No Action after Notice	30
Section 4.9	Other Action.	30
Section 4.10	Protection of Warrant Agent.	30
Section 4.11	Participation by Warrantholder	31
ARTICLE 5
RIGHTS OF THE CORPORATION AND COVENANTS
Section 5.1	Optional Purchases by the Corporation.	31
Section 5.2	General Covenants.	31
Section 5.3	Warrant Agent’s Remuneration and Expenses.	32
Section 5.4	Performance of Covenants by Warrant Agent.	33
Section 5.5	Enforceability of Warrants.	33
ARTICLE 6
ENFORCEMENT
Section 6.1	Suits by Registered Warrantholders.	33
Section 6.2	Suits by the Corporation.	33
Section 6.3	Immunity of Shareholders, etc.	34
Section 6.4	Waiver of Default	34
ARTICLE 7
MEETINGS OF REGISTERED WARRANTHOLDERS
Section 7.1	Right to Convene Meetings.	34
Section 7.2	Notice	35
Section 7.3	Chairman.	35
Section 7.4	Quorum.	35
Section 7.5	Power to Adjourn.	35
Section 7.6	Show of Hands.	36
Section 7.7	Poll and Voting.	36
Section 7.8	Regulations	36
Section 7.9	Corporation and Warrant Agent May be Represented.	36
Section 7.10	Powers Exercisable by Extraordinary Resolution.	37

- ii -

TABLE OF CONTENTS

Section 7.11	Meaning of Extraordinary Resolution.	38
Section 7.12	Powers Cumulative.	38
Section 7.13	Minutes.	39
Section 7.14	Instruments in Writing	39
Section 7.15	Binding Effect of Resolutions.	39
Section 7.16	Holdings by Corporation Disregarded.	39
ARTICLE 8
SUPPLEMENTAL INDENTURES
Section 8.1	Provision for Supplemental Indentures for Certain Purposes.	40
Section 8.2	Successor Entities.	41
ARTICLE 9
CONCERNING THE WARRANT AGENT
Section 9.1	Indenture Legislation.	41
Section 9.2	Rights and Duties of Warrant Agent.	41
Section 9.3	Evidence, Experts and Advisers.	42
Section 9.4	Documents, Monies, etc. Held by Warrant Agent.	43
Section 9.5	Actions by Warrant Agent to Protect Interest.	43
Section 9.6	Warrant Agent Not Required to Give Security.	43
Section 9.7	Protection of Warrant Agent.	43
Section 9.8	Replacement of Warrant Agent; Successor by Merger.	45
Section 9.9	Acceptance of Agency.	46
Section 9.10	Warrant Agent Not to be Appointed Receiver.	46
Section 9.11	Warrant Agent Not Required to Give Notice of Default	46
Section 9.12	Anti-Money Laundering.	46
Section 9.13	Compliance with Privacy Code	47
Section 9.14	Securities and Exchange Commission Certification.	47
Section 9.15	Authorization to Carry on Business.	48
ARTICLE 10
GENERAL
Section 10.1	Notice to the Corporation and the Warrant Agent.	48
Section 10.2	Notice to Registered Warrantholders.	49
Section 10.3	Ownership of Warrants.	49
Section 10.4	Counterparts.	50
Section 10.5	Satisfaction and Discharge of Indenture	50
Section 10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.	50
Section 10.7	Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.	51

- iii -

TABLE OF CONTENTS

Section 10.8	Severability.	51
Section 10.9	Force Majeure	51
Section 10.10	Assignment, Successors and Assigns	51
Section 10.11	Rights of Rescission and Withdrawal for Holders	51
Section 10.12	Indenture to Prevail	52

SCHEDULES

SCHEDULE “A”

FORM OF WARRANT

SCHEDULE “B”

EXERCISE FORM

SCHEDULE “C”

FORM OF DECLARATION – RULE 904 UNDER THE U.S. SECURITIES ACT OF 1933

SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

- iv -

WARRANT INDENTURE

THIS WARRANT INDENTURE (the “Indenture”) is dated as of March 31, 2026.

BETWEEN:

FOREMOST CLEAN ENERGY LTD., a company existing under the laws of the Province of British Columbia (the “Corporation”),

- and -

ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada with an office in the City of Vancouver in the Province of British Columbia (the “Warrant Agent”);

WHEREAS the Corporation proposes to issue by way of private placement offering (the “Offering”) up to 1,860,700 flow-through units of the Corporation (each, a “FT Unit”) at a price of $3.40 per FT Unit, each FT Unit being comprised of one Share (as defined herein) and one half of one Share purchase Warrant (as defined herein). The Shares and Warrants comprising the FT Units are to be issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada);

AND WHEREAS each Warrant is exercisable for one Share at an exercise price of $4.40 per Share for a period of 24 months from the date hereof;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

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“Applicable Law” means any applicable statute of Canada or a province thereof, and of the United States or any state thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agent under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means Davidson and Company LLP or such other firm of chartered professional accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means with respect to the issuance of: (a) a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by manual signature of an authorized officer of the Warrant Agent; and (b) an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, and “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Vancouver, British Columbia, Calgary, Alberta, or Toronto, Ontario, and shall be a day on which the Exchange is open for trading;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

“Common Share Reorganization” has the meaning set forth in Section 4.1(a);

“Confirmation” has the meaning set forth in Section 3.2(4);

“Corporation” has the meaning attributed to it on page 1 of this Indenture, and includes any successor corporation to or of the Corporation, which shall have complied with Section 8.2;

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“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” means, at any date, the volume weighted average trading price per Share at which the Shares have traded:

(i)

on the Exchange, or

(ii)

if the Shares are not listed on the Exchange, on any other stock exchange upon which the Shares are listed as may be selected for this purpose by the Directors, acting reasonably, or

(iii)

if the Shares are not listed on any stock exchange, then on any over-the-counter market on which the Shares are trading, as may be selected for this purpose by the Directors, acting reasonably,

during the 20 consecutive Trading Days (on each of which at least 500 Shares are traded in board lots) ending the third Trading Day before such date, and the weighted average price shall be determined by dividing the aggregate sale price of all Shares sold in board lots on the exchange or market, as the case may be, during the 20 consecutive Trading Days by the number of Shares sold or, if not traded on any recognized market or exchange, as determined by the Directors, acting reasonably. Whenever the Current Market Price is required to be determined hereunder, the Corporation shall deliver to the Warrant Agent a certificate of the Corporation specifying such Current Market Price and setting out the details of its calculation. In the event of any subsequent dispute as to the determination of the Current Market Price, the Corporation’s Auditors shall make such determination which, absent manifest error, shall be binding for all purposes hereunder;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Directors” means the board of directors of the Corporation;

“Dividends” means any dividends paid by the Corporation;

“Effective Date” means the date of this Indenture;

“Exchange” means the Canadian Securities Exchange;

“Exchange Rate” means the number of Shares subject to the right of purchase under each Warrant, which as of the date hereof is one;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Form” has the meaning set forth in Section 3.2(1);

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“Exercise Price” at any time means the price at which a Share may be purchased by the exercise of a Warrant, which is initially $4.40 per Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means March 31, 2028;

“Expiry Time” means 5:00 p.m. (Vancouver time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“FT Units” has the meaning attributed to it in the recitals hereto;

“Indenture” has the meaning set forth on the face page hereof;

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;

“Issue Date” means in relation to a Warrant, the date of issue of the Warrant as per written order of the Corporation;

“Offering” has the meaning attributed to it in the recitals hereto;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Shareholders” means holders of Shares;

“Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”,

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“subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the Exchange, a day on which the Exchange is open for the transaction of business, and with respect to another stock exchange or an over-the-counter market means a day on which such stock exchange or market is open for the transaction of business;

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant;

“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “D”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means any Warrantholder that (i) is a U.S. Person, or (ii) acquired Warrants (A) in the United States or (B) for the account or benefit of any U.S. Person or any person in the United States;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver, British Columbia or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Odyssey Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant, or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified

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therein; and “written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation”, “Officer’s Certificate” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any one duly authorized signatory of the Corporation and may consist of one or more instruments so executed; and

“Warrants” means the whole Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Certificated Warrant and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, each of which entitles the holder thereof to purchase one Share (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time.

Section 1.2 Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3 Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4 Day not a Business Day.

If any day on or before which any action or notice is required or permitted to be taken or given hereunder is not a Business Day, then such action or notice shall be required or permitted to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5 Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6 Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7 Applicable Law.

This Indenture, the Warrants and the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

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ARTICLE 2

ISSUE OF WARRANTS

Section 2.1 Creation and Issue of Warrants.

A maximum of 930,350 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued on the Issue Date in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall issue and deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the names of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2 Terms of Warrants.

(1)

Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Share upon payment of the Exercise Price.

(2)

No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant, which is not issued.

(3)

Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)

The number of Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)

Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Shares upon the exercise of any Warrant if the person to whom such Shares are to be delivered is a resident of a country or political subdivision thereof in which the Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3 Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend,

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meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

Section 2.4 Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5 Form of Warrants, Certificated Warrants.

(1)

The Warrants may be issued in both certificated and uncertificated form. Any Warrants issued, sold or transferred to a U.S. Warrantholder must be in individually certificated form only. All Warrant Certificates issued to a U.S. Warrantholder must bear the applicable legends as set forth in Section 2.8(1) and Section 2.8(3). All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.9.

(2)

Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6 Book Entry Warrants.

(1)

Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.

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(2)

Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a)

the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

(b)

the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(c)

the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)

the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;

(e)

such right is required by Applicable Law, as determined by the Corporation

and the Corporation’s Counsel;

(f)

the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legends set forth in Section 2.8(1)); or

(g)

such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrant Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in Section 2.6(2)(a) to Section 2.6(2)(f).

(3)

Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct, and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants or to the legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

(4)

Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form

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of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(5)

Notwithstanding anything to the contrary in this Indenture, subject to Applicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)

The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

(7)

Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)

the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)

maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)

any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(8)

The Corporation may terminate the application of this Section 2.6 in its sole discretion, acting reasonably and after due consultation with Canaccord Genuity Corp., in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.

Section 2.7 Warrant Certificate.

(1)

For Warrants issued in certificated form (including all replacements issued in accordance with this Indenture), the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized in writing from time to time by the Corporation and the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any one duly authorized signatory of the Corporation;

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whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically or electronically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)

The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture, including valid entitlements to the Shares. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)

Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Law, validly entitle the holder to acquire Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)

No Warrant shall be considered issued or shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)

No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a binding

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obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)

No Uncertificated Warrant shall be considered issued or shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8 Legends.

(1)

Neither the Warrants nor the Shares have been, nor will they be, registered under the

U.S. Securities Act or the securities laws of any U.S. state, and may not be offered, sold or otherwise disposed of in the United States, or to or for the account or benefit of a U.S. Person or a person in the United States, unless an exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws is available, and the holder agrees not to offer, sell or otherwise dispose of the Warrants or Shares in the United States, or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the

U.S. Securities Act and applicable U.S. state securities laws, or unless an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws is available. Warrants and, if applicable, Shares issued to, or for the account or benefit of, a U.S. Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the requirements of Section 3.3(3).

Any certificates representing Warrants issued to a U.S. Warrantholder and, if applicable, any certificates or other instruments representing Shares issued on exercise of Warrants issued to a U.S. Warrantholder, and any certificates or other instruments issued in replacement thereof or in substitution therefor, shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state securities laws, bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY [for Warrants add: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FOREMOST CLEAN ENERGY LTD. (THE “COMPANY”) THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S.

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SECURITIES ACT PROVIDED BY (I) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (II) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY. [For Shares add: DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON A CANADIAN STOCK EXCHANGE.]”

provided that, if any such Warrants and any such Shares issued on exercise of such Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations, and the Warrants or Shares, as the case may be, were acquired when the Corporation qualified as a “foreign issuer” (as defined in Rule 902 of Regulation S), the legend set forth above may be removed by providing a declaration to the Corporation, and to its registrar and transfer agent or the Warrant Agent as applicable, to the effect set forth in Schedule “C” hereto together with such documentation as the Corporation, the transfer agent or the Warrant Agent, as applicable, may reasonably request; provided further that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws, the legend may be removed by delivery to the Corporation and to the transfer agent or the Warrant Agent as applicable, of an opinion of counsel of recognized standing, reasonably satisfactory in form and substance to the Corporation, and to the transfer agent or the Warrant Agent as applicable, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

Any certificates representing Warrants issued to a U.S. Warrantholder, and any certificates issued in replacement thereof or in substitution therefor, shall also bear a legend in substantially the following form:

“THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE

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STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

(2)

Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO FOREMOST CLEAN ENERGY LTD. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE."

(3)

Any certificates representing Warrants issued pursuant to the Offering, and, if applicable, any certificates representing Shares issued on exercise of Warrants issued pursuant to the Offering (if such Shares are issued before the date that is four months and one day from the Issue Date of the Warrants), and any certificates issued in replacement thereof or in substitution therefor, shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM THE ISSUE DATE].”

provided that subsequent to the date that is four months and one day after the Issue Date, the certificate representing the Warrants or the Shares issued upon exercise of the Warrants may be exchanged for a certificate bearing no such legend.

(4)

Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend(s) contained in Section 2.8(1) and/or Section 2.8(3), as applicable, or with the relevant securities laws or regulations, including, without

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limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers that are processed in accordance with this Indenture are legal and proper.

Section 2.9 Register of Warrants

(1)

The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)

the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

(b)

whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Certificated Warrant, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)

whether such Warrant has been cancelled; and

(d)

a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)

Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and

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the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc.

(1)

If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to Applicable Law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, acting reasonably, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11 Exchange of Warrant Certificates.

(1)

Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)

Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory

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to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)

Warrant Certificates exchanged for Warrant Certificates that bear the legend(s) set forth in Section 2.8(1) and/or Section 2.8(3), as applicable, shall bear the same legend(s), unless the Warrant Agent is otherwise instructed by counsel to the Corporation or the Corporation.

Section 2.12 Transfer and Ownership of Warrants.

(1)

The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” and (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

(i)

the conditions herein;

(ii)

such reasonable requirements as the Warrant Agent may prescribe; and

(iii)

all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book-entry registration system as the entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

(2)

If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and such securities may be transferred only (A) to the Corporation, (B) outside the United States in accordance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations, (C) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable U.S. state securities laws, (D) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144A, if available, and in compliance with applicable U.S. state securities laws, or (E) with the prior written

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consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws after first providing to the Corporation and the Warrant Agent (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “C” attached hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an opinion of U.S. counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act, or after first providing to the Corporation and the Warrant Agent such other evidence of compliance with applicable securities laws as the Corporation or the Warrant Agent may reasonably request. Warrants and, if applicable, Shares, issued to, or for the account or benefit of, a U.S. Warrantholder must be issued only in individually certificated form, subject to the requirements of Section 3.3(3).

(3)

Subject to the provisions of this Indenture and Applicable Law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

(4)

Furthermore, the Warrant Agent shall be under no obligation to process a transfer of a Warrant to the extent that such transfer is prohibited by a valid cease trade order issued by a securities regulatory authority against the Corporation.

Section 2.13 Cancellation of Surrendered Warrants.

All Certificated Warrants and Uncertificated Warrants surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon written request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrants so cancelled, the number of Warrants evidenced thereby, the number of Shares, if any, issued pursuant to such Warrants, as applicable, and the details of any Warrants issued in substitution or exchange for such Warrants cancelled.

ARTICLE 3

EXERCISE OF WARRANTS

Section 3.1 Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein; provided however, that if a Warrant Certificate tendered for exercise bears the legend set forth

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in Section 2.8(1), such exercise must be permitted under the U.S. Securities Act and applicable U.S. state securities laws in accordance with the conditions set forth in Section 3.2(2).

Section 3.2 Warrant Exercise.

(1)

Registered Warrantholders of Certificated Warrants who wish to exercise the Warrants held by them in order to acquire Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in any applicable legend, complete the exercise form (the “Exercise Form”) in the form attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Form and a certified cheque, bank draft, wire transfer or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency prior to the Expiry Time. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Form and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)

In addition to completing the Exercise Form attached to the Warrant Certificate(s), a Warrantholder who is a person in the United States, a U.S. Person, a person exercising for the account or benefit of a U.S. Person or a person in the United States, or a person requesting delivery of the Shares issuable upon exercise of the Warrants in the United States, must (a) provide a completed and executed U.S. Purchaser Letter or (b) an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

(3)

A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants shall specify the person(s) in whose name such Shares are to be issued, the address(es) of such person(s) and the number of Shares to be issued to each person, if more than one is so specified, and must complete the Exercise Form and deliver the executed Exercise Form and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency prior to the Expiry Time. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Form and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)

A Registered Warrantholder may request their Warrants be held electronically through a book based registration system, including CDSX. A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants

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in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the beneficial owner, notice of the beneficial owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through the book entry registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book entry registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants: (i) is not in the United States, (ii) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States, and (iii) did not execute or deliver the notice of the beneficial owner’s intention to exercise such Warrants in the United States. If the Book Entry Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book entry registration system, including CDSX, by the Book Entry Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner of the Uncertificated Warrants or Book Entry Participant and the exercise procedures set forth in Section 3.2(1) and Section 3.2(3) shall be followed.

(5)

Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

(6)

By causing a Book Entry Participant to deliver notice to the Depository, a beneficial owner shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Shares in connection with the obligations arising from such exercise.

(7)

Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the

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settlement thereof in accordance with the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the beneficial owner.

(8)

The Exercise Form referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Form need not be executed by the Depository.

(9)

Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Form executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)

Notwithstanding the foregoing in this Section 3.2, Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder (excluding the Depository) who is permitted to and makes one of the certifications set forth on the Exercise Form and delivers, if applicable, any opinion or other evidence as required by the Corporation.

(11)

If the form of Exercise Form set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Form to be forwarded to all Registered Warrantholders.

(12)

Exercise Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Form or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)

Any Warrant with respect to which a Confirmation or Exercise Form is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3 U.S. Restrictions; Legended Certificates

(1)

Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States, or by or for the account or benefit of any U.S. Person or any person in the United States; and (ii) no Shares issued upon exercise of Warrants may be delivered to any address in the United States.

(2)

Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States, and Shares issued upon exercise of

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any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants is a U.S. Accredited Investor, and (b) delivers a completed and executed U.S. Purchaser Letter, or provides an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable U.S. state securities laws.

(3)

Shares issued to, or for the account or benefit of, a U.S. Warrantholder as indicated on the Exercise Form duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form and shall bear the legend set forth in Section 2.8(1).

Section 3.4 Transfer Fees and Taxes.

If any of the Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5 Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agent at the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, subject to Section 2.9(1), upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6 Effect of Exercise of Warrants.

(1)

Upon the exercise of Warrants pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Shares to be issued pursuant to the Warrants exercised shall be issued or deemed to have been issued and the person or persons to whom such Shares are to be issued shall become or be deemed to have become the

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holder or holders of record of such Shares on the Exercise Date, provided the documents are received in good order, unless the register shall be closed on such date, in which case the Shares subscribed for shall be issued or deemed to have been issued and such person or persons become or be deemed to have become the holder or holders of record of such Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Shares are to be issued to become holders of Shares of record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)

Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, as directed on the Exercise Form if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Shares subscribed for, or any other appropriate evidence of the issuance of Shares to such person or persons in respect of Shares issued under the book entry registration system.

Section 3.7 Partial Exercise of Warrants; Fractions.

(1)

The holder of any Warrants may exercise its right to acquire a number of whole Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)

Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Shares. Any fractional Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Share which is not issued.

Section 3.8 Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9 Accounting and Recording.

(1)

The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the

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Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received for the benefit of, and shall be segregated and kept apart by the Warrant Agent for, the Warrantholders and the Corporation as their interests may appear.

(2)

The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10 Securities Restrictions.

Notwithstanding anything herein contained, Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

The Warrant Agent shall be under no obligation to process an exercise of a Warrant to the extent that such exercise is prohibited by a valid cease trade order issued by a securities regulatory authority against the Corporation.

ARTICLE 4

ADJUSTMENT OF NUMBER OF SHARES AND EXERCISE PRICE

Section 4.1 Adjustment of Number of Shares and Exercise Price.

The subscription rights in effect under the Warrants for Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)

if, at any time during the Adjustment Period, the Corporation shall:

(i)

subdivide, re-divide or change its outstanding Shares into a greater number of Shares;

(ii)

reduce, combine or consolidate its outstanding Shares into a lesser number of Shares; or

(iii)

issue Shares or securities exchangeable for, or convertible into, Shares to all or substantially all of the holders of Shares by way of stock dividend or other distribution (other than a distribution of Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Reorganization”), then the Exercise Price shall be adjusted on the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, and shall in the case of the events referred to in (i) or (iii) above, be decreased in proportion to the number of outstanding

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Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been exchanged for or converted into Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)

if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares (or securities convertible or exchangeable into Shares) at a price per Share (or having a conversion or exchange price per Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date plus a number of Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Shares (or securities convertible or exchangeable into Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the

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Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

(c)

if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Shares of (i) securities of any class, whether of the Corporation or any other entity (other than Shares), (ii) rights, options or warrants to subscribe for or purchase Shares (or other securities convertible into or exchangeable for Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Shares, and of which the denominator shall be the total number of Shares outstanding on such record date multiplied by the Current Market Price; and Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)

if and whenever at any time during the Adjustment Period, there is a reclassification of the Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a transfer, sale or conveyance of the property and assets of the

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Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger, transfer, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger, or to which such transfer, sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger, transfer, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, transfer, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, changes, capital reorganizations, consolidations, amalgamations, arrangements or mergers;

(e)

in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Shares issuable upon such exercise by reason of the adjustment required by such event before giving

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effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Shares declared in favour of holders of record of Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Shares pursuant to Section 4.1;

(f)

in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrants having then been exercised into Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)

the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)

after any adjustment pursuant to this Section 4.1, the term “Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of its Warrant, and the number of Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

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Section 4.2 Entitlement to Shares on Exercise of Warrant.

All Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3 No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation, which plan has been approved by the Directors; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4 Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered professional accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5 Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non- assessable all the Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6 Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

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Section 4.7 Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8 No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9 Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Shares other than action described in Section 4.1, which in the reasonable opinion of the Directors would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the Directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Shares are listed for trading has been obtained.

Section 4.10 Protection of Warrant Agent.

The Warrant Agent shall not:

(a)

at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)

be accountable with respect to the validity or value (or the kind or amount) of any Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

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(c)

be responsible for any failure of the Corporation to issue, transfer or deliver Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)

incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11 Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the Effective Date or record date of, such event.

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1 Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the Directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2 General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(a)

it will reserve and keep available a sufficient number of Shares for the purpose of enabling it to satisfy its obligations to issue Shares upon the exercise of the Warrants;

(b)

it will cause the Shares from time to time acquired pursuant to the exercise of the Warrants to be duly and validly issued and delivered in accordance with the Warrants and the terms hereof;

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(c)

upon payment of the aggregate Exercise Price therefor, all Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

(d)

it will use reasonable commercial efforts to maintain its existence and carry on its business and that of its subsidiaries in the ordinary course;

(e)

it will use reasonable commercial efforts to ensure that all Shares outstanding or issuable from time to time (including without limitation the Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the Exchange (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Shares ceasing to be listed and posted for trading on the Exchange, so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Exchange;

(f)

generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture;

(g)

it will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the securities laws in each of the provinces of Canada in which it is a reporting issuer;

(h)

it will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence; and

(i)

it will make all requisite filings under applicable Canadian and United States securities legislation in connection with the issue of the Warrants and the Shares.

Section 5.3 Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers, experts, accountants and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Warrant Agent’s gross negligence, wilful misconduct, bad faith or fraud. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear

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interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section 5.3 shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4 Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Corporation must promptly notify the Warrant Agent in writing of such failure, and upon receipt by the Warrant Agent of such notice, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and/or may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5 Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly and validly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6

ENFORCEMENT

Section 6.1 Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2 Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cause the cancellation of the share certificates representing such Shares and amend the securities register of the Corporation accordingly.

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Section 6.3 Immunity of Shareholders, etc.

Subject to any rights or remedies available to the Warrant Agent and the Warrantholders under Applicable Law or otherwise, the Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation herein or in the Warrant Certificates.

Section 6.4 Waiver of Default.

Upon the happening of any default hereunder:

(a)

the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)

the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1 Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, British Columbia, or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting held

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pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent's capabilities at the time.

Section 7.2 Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3 Chairman.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section 7.4 Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 25% of the aggregate number of Shares which could be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 25% of the aggregate number of Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5 Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

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Section 7.6 Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7 Poll and Voting.

(1)

On every Extraordinary Resolution, and when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy on any other question submitted to a meeting and after a vote by show of hands, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)

On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote for each Warrant then held by him or her. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held by him or her. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him or her.

Section 7.8 Regulations.

(1)

The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9 Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

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Section 7.10 Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)

to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)

to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)

to direct or to authorize the Warrant Agent, subject to Section 9.2(2), to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)

to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)

to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)

to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)

to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)

with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agent to take the place of the Warrant Agent so removed; and

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(i)

to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section 7.11 Meaning of Extraordinary Resolution.

(1)

The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Shares that could be acquired on exercise of the Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Shares that could be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution.

(2)

If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Shares that could be acquired are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(3)

Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section 7.12 Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the

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right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13 Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books of the Corporation and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14 Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding not less than 66 2/3% of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15 Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16 Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

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ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1 Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the Directors) and the Warrant Agent may, subject to the provisions hereof, and subject to compliance with applicable securities law and the prior approval of any applicable regulatory authorities and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)

setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)

adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)

giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)

making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)

adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)

modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

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(g)

providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and

(h)

for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section 8.2 Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9

CONCERNING THE WARRANT AGENT

Section 9.1 Indenture Legislation.

(1)

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Law, such mandatory requirement shall prevail.

(2)

The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Law.

Section 9.2 Rights and Duties of Warrant Agent.

(1)

In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.

(2)

The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered

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Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees, successors, assigns and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)

The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)

Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Law.

Section 9.3 Evidence, Experts and Advisers.

(1)

In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Law or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)

In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Law and that the Warrant Agent complies with Applicable Law and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)

Whenever it is provided in this Indenture or under Applicable Law that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)

The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging and determining its duties hereunder and may pay reasonable remuneration for all

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services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel or advisers.

(5)

The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4 Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated bank accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Agreement shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor- creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same. The Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5 Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6 Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7 Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

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(a)

the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)

nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)

the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)

the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)

the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith or fraud of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture;

(f)

notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or

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unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and

(g)

in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared the financial institution upon which the same is drawn.

Section 9.8 Replacement of Warrant Agent; Successor by Merger.

(1)

The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Law for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)

Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)

Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)

Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without

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any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Section 9.9 Acceptance of Agency.

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 9.10 Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11 Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12 Anti-Money Laundering.

(1)

Each party to this Agreement other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non- compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided

(i) that the Warrant Agent's written notice shall describe the circumstances of such non-

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compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

Section 9.13 Compliance with Privacy Code.

The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)

to provide the services required under this Indenture and other services that may be requested from time to time;

(b)

to help the Warrant Agent manage its servicing relationships with such individuals;

(c)

to meet the Warrant Agent’s legal and regulatory requirements; and

(d)

if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Warrant Agent shall make available on its website, www.odysseytrust.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, each party agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 9.14 Securities and Exchange Commission Certification.

The Corporation confirms that it has either (i) a class of securities registered pursuant to Section 12 of the U.S. Exchange Act; or (ii) a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officer’s certificate notifying the Warrant Agent of such termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

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Section 9.15 Authorization to Carry on Business.

The Warrant Agent represents to the Corporation that as at the date of the execution and delivery of this Indenture, it is duly authorized and qualified to carry on the business of a trust company in the Provinces of Alberta, British Columbia and Ontario.

ARTICLE 10

GENERAL

Section 10.1 Notice to the Corporation and the Warrant Agent.

(1)

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if sent electronically:

(a)

If to the Corporation:

Foremost Clean Energy Ltd.

250 – 750 West Pender Street

Vancouver, British Columbia, V6C 2T7

Attention: Jason Barnard, President and Chief Executive Officer

Email: jason.barnard@foremostcleanenergy.com

with a copy (which shall not constitute notice) to:

Stikeman Elliott LLP

4200 Bankers Hall West

888 – 3rd Street S.W.,

Calgary, Alberta T2P 5C5

Attention: Keith R. Chatwin

Email: kchatwin@stikeman.com

(b)

If to the Warrant Agent:

Odyssey Trust Company

1310 – 1140 West Pender St.

Vancouver, British Columbia

V6E 4G1

Attention: Corporate Trust

Email: corptrust@odysseytrust.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day

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following the date of mailing such notice or, if faxed or transmitted by other electronic means, on the next Business Day following the date of transmission.

(2)

The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the Effective Date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by e-mail, or other means of prepaid, transmitted and recorded communication.

Section 10.2 Notice to Registered Warrantholders.

(1)

Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any such notice published shall be deemed to have been received and given on the latest date the publication takes place.

(3)

Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder will not invalidate any action or proceeding founded thereon.

Section 10.3 Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court

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of competent jurisdiction. The receipt of any such Registered Warrantholder of the Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4 Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

Section 10.5 Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)

the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of a CDS Global Warrant; and

(b)

the Expiry Time;

and if all certificates or other entry on the register representing Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

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Section 10.7 Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)

the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)

the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

Section 10.8 Severability.

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9 Force Majeure.

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10 Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11 Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back

- 52 -

to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Section 10.12 Indenture to Prevail

To the extent of any discrepancy or inconsistency between the terms and conditions of this Indenture and the Warrant Certificate, the terms of this Indenture will prevail.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

	FOREMOST CLEAN ENERGY LTD.

	By:	(Signed) "Jason Barnard"
		Name: Jason Barnard
		Title: President and Chief Executive Officer



	ODYSSEY TRUST COMPANY

	By:	(Signed) "Amy Douglas"
		Name: Amy Douglas
		Title: Managing Director, Corporate Trust

	By:	(Signed) "Sandi MacGregor"
		Name: Sandi MacGregor
		Title: Senior Director, Corporate Trust

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SCHEDULE “A”

FORM OF WARRANT

THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 PM (VANCOUVER TIME) ON MARCH 31, 2028.

For all Warrants sold outside the United States and registered in the name of the Depository, include the following legend:

(INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO FOREMOST CLEAN ENERGY LTD. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For Warrants issued to U.S. Warrantholders, also include the following legends:

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U. S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FOREMOST CLEAN ENERGY LTD. (THE “COMPANY”) THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (II) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY.

THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON

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UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

For Warrants issued prior to the date that is four months and a day after the date hereof, also include the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM THE ISSUE DATE].”

WARRANT

To acquire Shares of

FOREMOST CLEAN ENERGY LTD.

(existing under the laws of British Columbia)

Warrant Certificate No.	Certificate for _____________________________________ Warrants, each entitling the holder to acquire one (1) Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

	CUSIP:	34547F113

	ISIN:	CA34547F1137

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of Foremost Clean Energy Ltd. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Vancouver time) (the “Expiry Time”) on March 31, 2028 (the “Expiry Date”) one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Share”) for each Warrant at the Exercise Price (as defined herein) subject to adjustment in accordance with the terms of the Warrant Indenture.

The right to purchase Shares may only be exercised by the Warrantholder within the time set forth above by:

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(a) duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b) surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Vancouver, British Columbia, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Share upon the exercise of Warrants shall be $4.40 per Share (the “Exercise Price”).

Certificates for the Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Shares not so purchased. No fractional Shares will be issued upon exercise of any Warrant and no cash or other consideration will be paid in lieu of fractional shares.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of March 31, 2026 between the Corporation and Odyssey Trust Company, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and in compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws. These Warrants may not be exercised in the United States, or by or for

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the account or benefit of a U.S. Person or a person in the United States, unless the Warrants and the Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and applicable U.S. state securities laws, or an exemption from such registration requirements is available. Certificates representing Shares issued in the United States or to U.S. Persons will bear a legend restricting the transfer and exercise of such securities under applicable United States federal and state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Share issuable upon the exercise of Warrants and the number of Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions binding all holders of Warrants outstanding thereunder, including all resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the Warrantholder hereof any right or interest whatsoever as a holder of Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, British Columbia, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of _____________________.

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		FOREMOST CLEAN ENERGY LTD.


		By:
			Authorized Signatory






Countersigned and Registered by:

ODYSSEY TRUST COMPANY


By:
	Authorized Signatory

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FORM OF TRANSFER

To:		Odyssey Trust Company
		1310 – 1140 West Pender St
		Vancouver, British Columbia V6E 4G1

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to ______________________________________________________________________________________ (print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocably constitutes and appoints _____________________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a Warrant Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

☐	(A) the transfer is being made only to the Corporation;

☐	(B) the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

☐	(C) the transfer is being made to, or for the account or benefit of, a U.S. Person or a person in the United States, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable U.S. state securities laws, and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

Warrants shall only be transferable in accordance with the Warrant Indenture and all Applicable Laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration under the U.S. Securities Act, this Form of Transfer must be accompanied by a Form of Declaration for Removal of Legend in the form attached as Schedule “C” to the Warrant Indenture (or such other form as the Corporation may prescribe from time to time), or a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and to the Warrant Agent to the effect that the transfer is exempt from registration under the U.S. Securities Act.

In the case of a Warrant Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned transferor hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws, in which case the undersigned transferor has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

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☐	If transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, check this box.

THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that, unless the foregoing box is checked, the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a U.S. Person or a person within the United States unless registered under the U.S. Securities Act and any applicable U.S. state securities laws or unless an exemption from such registration is available.

In the event this transfer of the Warrants represented by this Warrant Certificate is to a U.S. Warrantholder, or to or for the account or benefit of a U.S. Person or a person in the United States, the Transferor acknowledges and agrees that the Warrant Certificate(s) representing such Warrants issued in the name of the transferee will be endorsed with the U.S. legend required by Section 2.8(1) of the Warrant Indenture.

Any capitalized term in this Form of Transfer that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

DATED this _____ day of ______________________, 20___.

SPACE FOR GUARANTEES OF	)
SIGNATURES (BELOW)	)
	)	Signature of Transferor
	)
	)
Guarantor’s Signature/Stamp	)	Name of Transferor
	)

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

☐ Gift

☐ Estate

☐ Private Sale

☐ Other (or no change in ownership)

Date of Event (Date of gift, death or sale):		Value per Warrant on the date of event:

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

A-8

All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD

A-9

Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

B-1

SCHEDULE “B”

EXERCISE FORM

TO:		FOREMOST CLEAN ENERGY LTD.

AND TO:		Odyssey Trust Company
		1310 – 1140 West Pender St
		Vancouver, British Columbia V6E 4G1

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire _____________________ (A) Shares of Foremost Clean Energy Ltd.

Exercise Price Payable:		_______________________________________________________________________
		((A) multiplied by $4.40, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

Any capitalized term in this Exercise Form that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

[ ]	(A) the undersigned holder at the time of exercise of the Warrants (a) is not in the United States, (b) is not a U.S. Person , (c) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (d) did not execute or deliver this exercise form in the United States, and (e) delivery of the underlying Shares will not be to an address in the United States; OR

[ ]	(B) the undersigned holder is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the agreement pursuant to which it purchased the FT Units of which the Warrants formed a constituent part; OR

[ ]	(C) if the undersigned holder is (a) a holder in the United States, (b) a U.S. Person, (c) a person exercising for the account or benefit of a U.S. Person or a person in the United States, (d) executing or delivering this exercise form in the United States or (e) requesting delivery of the underlying Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (i) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (ii) an opinion of counsel of recognized standing (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and

B-2

Warrant Agent to the effect that with respect to the Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Odyssey Trust Company may require evidence to verify the foregoing representations.

Notes:

(1)

Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked and the applicable requirements are complied with. If Box B or C is checked, the U.S. legend prescribed by Section 2.8(1) of the Indenture shall be affixed to the Shares unless the Corporation and Warrant Agent receive a satisfactory opinion of counsel of recognized standing in form and substance satisfactory to the Warrant Agent and Corporation to the effect that the

U.S. legend is no longer required under the U.S. Securities Act and applicable state laws.

(2)

If the Warrants have a US legend affixed to them the resulting Shares will have the U.S. legend unless the Corporation and Warrant Agent receive a satisfactory opinion of counsel of recognized standing in form and substance satisfactory to the Warrant Agent and Corporation to the effect that the U.S. legend is no longer required under the U.S. Securities Act and applicable state laws.

(3)

If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the said Shares be issued, registered and delivered as follows:

Name(s) in Full and Social Insurance Number(s)	Address(es)	Number of Shares
(if applicable)

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Name(s) in Full and Social Insurance Number(s)	Address(es)	Number of Shares
(if applicable)

Please print full name in which certificates representing the Shares are to be issued. If any Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to Odyssey Trust Company, at: 1310 – 1140 West Pender St, Vancouver, British Columbia V6E 4G1, Attn: Corporate Trust.

DATED this _______ day of _______, 20__ .

	)
	)
	)
Witness	)	(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)
	)
	)
		Name of Registered Warrantholder

[ ] Please check if the certificates representing the Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

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SCHEDULE “C”

FORM OF DECLARATION –

RULE 904 UNDER THE U.S. SECURITIES ACT OF 1933

To:		Foremost Clean Energy Ltd. (the “Corporation”)

To:		The registrar and transfer agent for the common shares of the Corporation

The undersigned (a) acknowledges that the sale of ________________________ common shares (the “Securities”) of the Corporation to which this declaration relates, represented by certificate number ________________________ or held in direct registration system (DRS) account number ________________________, is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned is not (A) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), or is an affiliate solely by virtue of being an officer or director of the Corporation, (B) a “distributor” as defined in Regulation S or (C) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was or will be executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, the Cboe Canada Inc. or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows or will know that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such Securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the seller does not intend to replace the Securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U. S. Securities Act; (7) the undersigned shall comply with all of the terms and conditions of Rule 904 of Regulation S in connection with the sale of the Securities, (8) the Securities will not be deposited with the Depositary Trust Company, Cede & Co. or any successor thereto prior to sale, and (9) if the undersigned is unable to sell the Securities pursuant to Rule 904 of Regulation S, the undersigned will return them, or cause them to be returned, to the Corporation’s transfer agent for the re-imposition of the appropriate restrictive legends under applicable United States law.

The undersigned understands that the Corporation, its transfer agent and others are relying upon the representations contained in this Declaration. The undersigned agrees to and does hereby indemnify and hold the Corporation, its transfer agent, directors, officers, employees, agents and counsel (collectively, the “Indemnified Parties”) harmless from and against any claim against any Indemnified Party as a result of or which involves the inaccuracy of any representation or the breach of any warranty or covenant made by the undersigned in this Declaration, including, without limitation, all expenses, reasonable attorneys’ fees and court costs incurred as a result of

C-2

any such inaccuracy of any representation or breach of any warranty or covenant.

DATED this _______ day of _______ , 20___ .


	X
	Signature of individual (if Seller is an individual)

	X
	Authorized signatory (if Seller is not an individual)


	Name of Seller (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

C-3

Affirmation by Seller’s Broker-Dealer

(Required for sales pursuant to Section (b)(2)(B) above)

We have read the foregoing representations of __________________________________________ (the “Seller”) dated _____________________, 20___ with regard to the sale, for the Seller’s account, of ____________________________ common shares of the Corporation represented by certificate number ____________________________ or held in direct registration system (DRS) account number ____________________________ (the “Securities”). We have executed or will execute sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

no offer to sell Securities was or will be made to a person in the United States;

the sale of the Securities was or will be executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, the Cboe Canada Inc. or another “designated offshore securities market” (as defined in Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not or will not be pre-arranged with a buyer in the United States;

no “directed selling efforts” were or will be made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned;

we have done and will do no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent; and

we will maintain custody of the Securities and, if the Seller directs us to deliver out the Securities other than pursuant to a sale in accordance with the terms and conditions of the Seller’s Declaration and Rule 904 of Regulation S, the Securities will first be returned to the Corporation’s transfer agent for re-imposition of the appropriate restrictive legends under applicable United States law.

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

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Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been addressed to them.


Name of Firm

By:
	Authorized Officer



Dated:

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SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

FOREMOST CLEAN ENERGY LTD.

Attention: Chief Executive Officer

- and to -

Odyssey Trust Company,

as Warrant Agent

Dear Sirs:

The undersigned is delivering this letter (the “U.S. Purchaser Letter”) in connection with the purchase of common shares (the “Shares”) of Foremost Clean Energy Ltd., a corporation existing under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture (the “Indenture”) dated as of March 31, 2026 between the Corporation and Odyssey Trust Company.

The undersigned hereby represents, warrants, covenants, acknowledges and agrees that:

(a)

it is an “accredited investor” (a “U.S. Accredited Investor”) (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities Act”)) and has completed the U.S. Accredited Investor Status Certificate in the form attached hereto;

(b)

it is: (i) purchasing the Shares for his or her own account or for the account of one or more U.S. Accredited Investors with respect to which the undersigned is exercising sole investment discretion, and not on behalf of any other person; (ii) is purchasing the Shares for investment purposes only and not with a view to resale, distribution or other disposition in violation of United States federal or state securities laws; and (iii) in the case of the purchase by the undersigned of the Shares as agent or trustee for any other person or persons (each, a “Beneficial Owner”), the undersigned holder has due and proper authority to act as agent or trustee for and on behalf of each such Beneficial Owner in connection with the transactions contemplated hereby; provided that: (x) if the undersigned holder, or any Beneficial Owner, is a corporation or a partnership, syndicate, trust or other form of unincorporated organization, the undersigned holder or each such Beneficial Owner was not incorporated or created solely, nor is it being used primarily, to permit purchases without a prospectus or registration statement under applicable law; and (y) each Beneficial Owner, if any, is a U.S. Accredited Investor;

(c)

it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the undersigned is able to bear the economic risk of loss of its entire investment;

(d)

the undersigned has not exercised the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other

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communications published in any newspaper, magazine or similar media or broadcast over radio, television, the internet or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(e)

the funds representing the purchase price for the Shares which will be advanced by the undersigned to the Corporation will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) or the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”), and the undersigned acknowledges that the Corporation may in the future be required by law to disclose the undersigned’s name and other information relating to this U.S. Purchaser Letter and the undersigned’s subscription hereunder, on a confidential basis, pursuant to the PCMLA and/or the PATRIOT Act. No portion of the purchase price to be provided by the undersigned (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and the undersigned shall promptly notify the Corporation if the undersigned discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith;

(f)

the Corporation has provided to the undersigned the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, and the undersigned has had access to such information concerning the Corporation as he or she has considered necessary or appropriate in connection with his or her investment decision to acquire the Shares, including, without limitation, access to the Corporation’s public reports filed on SEDAR+ at https://www.sedarplus.ca;

(g)

if the undersigned decides to offer, sell or otherwise transfer any of the Shares, the undersigned must not, and will not, offer, sell or otherwise transfer any of such Shares directly or indirectly, unless:

(i)

the sale is to the Corporation;

(ii)

the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S (“Regulation S”) under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii)

the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable U.S. state securities laws; or

(iv)

the Shares are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable U.S. state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Corporation an opinion of counsel reasonably satisfactory to the Corporation stating that such sale, transfer assignment or

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hypothecation is exempt from the registration and prospectus delivery requirements of the U.S. Securities Act and any applicable U.S. state securities laws;

(h)

the Shares are “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act) and that the U.S. Securities Act and the rules of the United States Securities and Exchange Commission provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the U.S. Securities Act or an exemption or exclusion therefrom;

(i)

the Corporation has no obligation to register any of the Shares or to take any other action so as to permit sales pursuant to the U.S. Securities Act (including Rule 144 thereunder);

(j)

the Corporation is not obligated to remain a “foreign issuer”;

(k)

the certificates or other instruments representing the Shares as well as all certificates or other instruments issued in exchange for or in substitution of therefor, until such time as is no longer required under the applicable requirements of the U.S. Securities Act and applicable U.S. state securities laws, will bear, on the face of such certificate or other instrument, a U.S. restrictive legend substantially in the form prescribed by Section 2.8(1) of the Indenture; provided, that if the Shares are resold outside the United States in compliance with the requirements of Rule 904 of Regulation S and the Shares were issued when the Corporation qualified as a “foreign issuer” (as defined in Rule 902(e) of Regulation S), such restrictive legend may be removed by providing an executed declaration to the registrar and transfer agent for the Shares, in the form attached as Schedule “C” to the Indenture (or such form as the Corporation may prescribe from time to time), and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Shares are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the registrar and transfer agent and the Corporation of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the

U.S. Securities Act;

(l)

the financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

(m)

it understands and agrees that there may be material tax consequences to the undersigned of an acquisition or disposition of any of the Shares, and that the Corporation gives no opinion and makes no representation with respect to the tax consequences to the undersigned under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such securities. In particular, no determination has been made whether the Corporation will be a “passive foreign investment company” (commonly

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referred to as a “PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code;

(n)

it consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described in the Indenture and the accompanying Exercise Form; and

(o)

it acknowledges and consents to the fact that the Corporation is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) of the undersigned for the purpose of facilitating the subscription for the Shares hereunder. The undersigned acknowledges and consents to the Corporation retaining such personal information for as long as permitted or required by law or business practices and agrees and acknowledges that the Corporation may use and disclose such personal information: (a) for internal use with respect to managing the relationships between and contractual obligations of the Corporation and the undersigned; (b) for use and disclosure for income tax-related purposes, including without limitation, where required by law disclosure to Canada Revenue Agency; (c) disclosure to professional advisers of the Corporation in connection with the performance of their professional services; (d) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trade or similar regulatory filings; (e) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (f) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent; (g) disclosure to a court determining the rights of the parties under the Warrant; and (h) for use and disclosure as otherwise required or permitted by law.

The undersigned hereby further acknowledges that the Corporation will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify the Corporation promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this ____ day of _______, 20__ .


	(Name of U.S. Purchaser)


	By:
		Name:
		Title:

D-5

ANNEX “A” U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

In connection with the exercise of an outstanding Warrant of Foremost Clean Energy Ltd. (the “Corporation”) by the holder, the holder hereby represents and warrants to the Corporation that the holder, and each beneficial owner (each a “Beneficial Owner”), if any, on whose behalf the holder is exercising such Warrants, satisfies one or more of the following categories of “accredited investor” (a “U.S. Accredited Investor”) as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) (please write “W/H” for the undersigned holder, and “B/O” for each beneficial owner, if any, on each line that applies):

_____ Category 1.		A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934; an investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the United States Securities and Exchange Commission (the “Commission”) under section 203(l) or (m) of the United States Investment Advisers Act of 1940; an insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; an investment company registered under the United States Investment Company Act of 1940; a business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; a small business investment company licensed by the United States Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; a rural business investment company as defined in section 384A of the United States Consolidated Farm and Rural Development Act; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US$5,000,000; or an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are U.S. Accredited Investors; or

_____ Category 2.		A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or

_____ Category 3.		An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the Shares offered, with total assets in excess of US$5,000,000; or

_____ Category 4.		A director or executive officer of the Corporation; or

_____ Category 5.		A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent (being a cohabitant occupying a relationship generally equivalent to that of a spouse), at the time of that person’s purchase of

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		Shares exceeds US$1,000,000 (note: for the purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of Shares contemplated hereby, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of Shares contemplated hereby exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability; (iv) for the purposes of calculating joint net worth of the person and that person’s spouse or spousal equivalent, (A) joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent, and (B) assets need not be held jointly to be included in the calculation; and reliance by the person and that person’s spouse or spousal equivalent on the joint net worth standard does not require that the securities be purchased jointly); or

_____ Category 6.		A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

_____ Category 7.		A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

_____ Category 7A.		A revocable trust which may be revoked or amended by its settlors (creators), each of whom is a U.S. Accredited Investor under Category(ies) _____________________
		[insert one or both of 5 [net worth exceeds US$1,000,000] or 6 [net income exceeds US$200,000 individually or US$300,000 jointly]]

_____ Category 8.		An entity in which all of the equity owners are U.S. Accredited Investors.

		If you checked Category 8, please indicate the name and category of U.S. Accredited Investor (by reference to the applicable category number herein) of each equity owner:

D-7

Name of Equity Owner	Category of U.S. Accredited Investor

		It is permissible to look through various forms of equity ownership to natural persons in determining the U.S. Accredited Investor status of entities under this category. If those natural persons are themselves U.S. Accredited Investors, and if all other equity owners of the entity seeking U.S. Accredited Investor status are U.S. Accredited Investors, then this category will be available.

_____ Category 9.		An entity, of a type not listed in Categories 1, 2, 3, 7 or 8, not formed for the specific purpose of acquiring the Shares, owning investments in excess of US$5,000,000 (note: for the purposes of this Category 9, “investments is defined in Rule 2a51-1(b) under the United States Investment Company Act of 1940); or

_____ Category 10.		A natural person holding in good standing one or more of the following professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for U.S. Accredited Investor status: The General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), and the Licensed Investment Adviser Representative (Series 65); or

_____ Category 11.		Any “family office,” as defined in rule 202(a)(11)(G)-1 under the United States Investment Advisers Act of 1940: (i) with assets under management in excess of US$5,000,000, (ii) that is not formed for the specific purpose of acquiring the Shares, and (iii) whose prospective investment is directed by a person (a “Knowledgeable Family Office Administrator”) who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

_____ Category 12.		A “family client,” as defined in rule 202(a)(11)(G)-1 under the United States Investment Advisers Act of 1940, of a family office meeting the requirements set forth in Category 11 above and whose prospective investment in the Corporation is directed by such family office with the involvement of the Knowledgeable Family Office Administrator.

D-8

Dated:			Signed:



			Print the name of Exerciser



			Print official capacity or title, if applicable



			Print name of individual whose signature appears above if different than the name of the Exerciser printed above.

Source: View Original Filing on SEC EDGAR

FAQ

What equity financing did Foremost Clean Energy Ltd. (FMST) arrange in this 6-K?

Foremost Clean Energy Ltd. arranged a bought-deal private placement of 1,618,000 flow-through units at $3.40 each, raising $5,501,200. Each unit includes one flow-through common share and half a warrant, giving investors added upside via warrant exercise at $4.40 for 24 months.

What are the terms of the warrants in Foremost Clean Energy’s flow-through units?

Each unit includes half a warrant, with each whole warrant exercisable at $4.40 per share for 24 months. The warrants will be issued under a warrant indenture with Odyssey Trust Company, which governs adjustments for events like share splits or consolidations affecting the common shares.

How large is the underwriter’s option in Foremost Clean Energy’s offering?

The company granted the underwriter an option to buy up to 242,700 additional units at $3.40 each. If fully exercised, this would add gross proceeds of $825,180 on the same flow-through unit terms, increasing total capital available for qualifying exploration spending.

How will Foremost Clean Energy use the proceeds from the flow-through unit financing?

The company commits to spend an amount equal to the subscription proceeds on qualifying exploration programs in Saskatchewan and Manitoba. These expenditures are intended to qualify as flow-through critical mineral mining expenditures that can be renounced to investors for Canadian tax benefits.

What compensation does the underwriter receive in Foremost Clean Energy’s deal?

The underwriter earns a cash commission of 6.0% of gross proceeds, reduced to 2.0% for president’s list investors. It also receives broker warrants equal to the same percentages of units sold, exercisable into common shares at $3.40 for 24 months after closing.

Filing Exhibits & Attachments

3 documents

Foremost Clean Energy (FMST) prices 1,618,000 flow-through units with warrants

Rhea-AI Filing Summary

Positive

Negative

Insights

Key Figures

Key Terms

FAQ

What equity financing did Foremost Clean Energy Ltd. (FMST) arrange in this 6-K?

What are the terms of the warrants in Foremost Clean Energy’s flow-through units?

How large is the underwriter’s option in Foremost Clean Energy’s offering?

How will Foremost Clean Energy use the proceeds from the flow-through unit financing?

What compensation does the underwriter receive in Foremost Clean Energy’s deal?

Filing Exhibits & Attachments

Press Releases

Foremost Clean Energy (FMST) prices 1,618,000 flow-through units with warrants

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity capital markets analyst neutral

Key Figures

Key Terms

FAQ

What equity financing did Foremost Clean Energy Ltd. (FMST) arrange in this 6-K?

What are the terms of the warrants in Foremost Clean Energy’s flow-through units?

How large is the underwriter’s option in Foremost Clean Energy’s offering?

How will Foremost Clean Energy use the proceeds from the flow-through unit financing?

What compensation does the underwriter receive in Foremost Clean Energy’s deal?

What tax-related protections do investors receive in this Foremost Clean Energy financing?

Filing Exhibits & Attachments

Press Releases