FMST · Foremost Clean Energy Ltd.

Foremost Clean Energy Ltd. has executed a definitive underwriting agreement with Canaccord Genuity Corp. as sole lead underwriter for a bought deal private placement of 1,618,000 flow-through units priced at $3.40 each, generating gross proceeds of $5,501,200. Each unit comprises one flow-through common share and one-half of one flow-through common share purchase warrant, with each whole warrant exercisable to acquire one common share at $4.40 for 24 months post-closing. The flow-through structure qualifies under subsection 66(15) of the Canadian Tax Act, enabling investors to claim Canadian Exploration Expenses, specifically targeting Critical Minerals exploration on properties in Saskatchewan and Manitoba including Murphy Lake South, Hatchet Lake, and others. The underwriter holds a 48-hour pre-closing option to purchase up to 242,700 additional units for $825,180, potentially increasing total proceeds to approximately $6.3 million. The offering proceeds on exemptions from prospectus requirements under NI 45-106 in Canada, with subscription agreements requiring accredited investor or other exemptions. Warrants are governed by an indenture with Odyssey Trust Company as agent. This financing provides non-dilutive capital at closing for immediate exploration funding while offering tax benefits to Canadian investors, strategically positioning the company to advance its Critical Minerals portfolio amid sector demand.