Foremost Clean Energy Ltd. announced a that it has entered into an agreement with Red Cloud Securities Inc. and will issue up to 1,166,667 units of the Company at an issue price of CAD 3 per unit for the gross proceeds of CAD 3,500,001; gross proceeds of CAD 3,500,000 from the sale of any combination of flow-through units of the Company at a price of CAD 3.50 per FT Unit and Charity FT Units at a price of CAD 4.55 per Charity FT Unit for the total aggregate gross proceeds of up to CAD 7,000,000 on October 24, 2024. The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional CAD 1,000,000 in any combination of Units, FT Units and Charity FT Units at their respective offering prices. Each Unit will consist of one common share of the Company and one common share purchase warrant.

Each FT Unit and Charity FT Unit will consist of one common share of the Company to be issued as a flow-through share and one Warrant. Each Warrant shall entitle the holder to purchase one common share of the Company at a price of CAD 4 at any time on or before that date which is 24 months after the closing date of the Offering. The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the Non-LIFE Securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of the Offering under applicable Canadian securities laws.

The Offering is scheduled to close on November 13, 2024, or such other date as the Company and the Agents may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the Canadian Securities Exchange and no objection from the Nasdaq Capital Market.