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Foremost Announces Formation of GR and Blackwing Joint Ventures and Issuance of Warrants to Denison at a Significant Premium

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  • Foremost Clean Energy Ltd. closed a transaction with Denison Mines Corp. involving the sale of a 31% interest in the GR & Blackwing properties and the formation of two exploration joint ventures (JVs).
  • The Company received total cash consideration of $650,000 and issued 1,031,191 share purchase warrants to Denison.
  • The warrants carry an exercise price of $1.80 per share, a 5-year term, and represent a premium of over 175% to Foremost's closing price on October 22, 2026.
  • Foremost retains a 20% ownership interest in each of the GR (78,585 hectares) and Blackwing (12,627 hectares) properties, while Denison holds the remaining interest.
  • Denison is responsible for funding 80% of future expenditures on the properties and has committed to geophysical studies or deficiency deposits until at least January 4, 2028.
  • Foremost expects Denison to conduct geophysical studies within the next 12 months to define exploration potential, with Foremost having the option to fund its share of initial expenditures or dilute its ownership within 6 months of study completion.
  • Transaction proceeds are expected to be used primarily to fund Foremost's exploration program at the Turkey Lake property.
  • The Amended & Restated Option Agreement excludes the GR and Blackwing properties, leaving Foremost with the right to earn up to a 70% interest in 7 other properties and a minimum 51% interest in Hatchet Lake by completing $12.0 million in expenditures by July 9, 2029.
  • Denison's total holdings now include 3,448,610 common shares (approx. 19.9% of outstanding shares) and 1,638,791 warrants, subject to an ownership cap of 19.95% upon exercise.
  • The warrants are subject to a four-month hold period expiring on March 3, 2027, and include provisions for term extension or repurchase by Foremost if the ownership cap prevents exercise.
  • An Early Warning Report detailing these transactions is expected to be filed on SEDAR+ in compliance with National Instrument 62-104.