Foremost Clean Energy Announces Court Approval of Spin-Out of Rio Grande Resources
13 Januar 2025 - 2:30PM
Foremost Clean Energy Ltd. (
NASDAQ:
FMST) (
CSE: FAT)
(“
Foremost” or the “
Company”), an
emerging North American uranium and lithium exploration company, is
pleased to announce that the Company has obtained a final order
from the Supreme Court of British Columbia approving the proposed
plan of arrangement (the “
Arrangement”) under
which the Company will spin-out its gold and silver properties
located in Sierra County, New Mexico, United States (collectively,
the “
Winston Property”) to shareholders through
Rio Grande Resources Ltd. (“
Rio Grande”), a
wholly-owned subsidiary of the Company.
The Arrangement was previously approved by
99.86% of votes cast by Foremost shareholders (the
“Shareholders”) at the annual general and special
meeting of Shareholders held on December 20, 2024. Subject to the
satisfaction or waiver of the remaining closing conditions set
forth in the arrangement agreement, including final approval of the
Canadian Securities Exchange (the “CSE”), Foremost
expects that the Arrangement will become effective in January,
2025.
Upon completion of the Arrangement, each
Shareholder as of immediately prior to the closing date of the
Arrangement (the "Effective Date"), will receive
one (1) new common share of Foremost and two (2) common shares of
Rio Grande (the “Rio Shares") for each common
share of Foremost held immediately prior to the Effective Date.
Additional information regarding the terms of
the Arrangement, including a summary of the terms and conditions of
the arrangement agreement, is set out in the Company’s information
circular dated November 12, 2024, which is filed under Foremost’s
profile on SEDAR+ profile at www.sedarplus.ca.
About
Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE:
FAT) (WKN: A3DCC8) is an emerging North American uranium and
lithium exploration company. The Company holds an option to earn up
to a 70% interest in 10 prospective uranium properties (with the
exception of the Hatchet Lake, where Foremost is able to earn up to
51%), spanning over 330,000 acres in the prolific, uranium-rich
Athabasca Basin region of northern Saskatchewan. As the demand for
carbon-free energy continues to accelerate, domestically mined
uranium and lithium are poised for dynamic growth, playing an
important role in the future of clean energy. Foremost’s uranium
projects are at different stages of exploration, from grassroots to
those with significant historical exploration and drill-ready
targets. The Company’s mission is to make significant discoveries
alongside and in collaboration with Denison Mines Corp. (TSX: DML,
NYSE American: DNN), through systematic and disciplined exploration
programs.
Foremost also has a portfolio of lithium
projects at varying stages of development, which are located across
55,000+ acres in Manitoba and Quebec. For further information,
please visit the Company’s website at
www.foremostcleanenergy.com.
Contact and Information
CompanyJason Barnard, President and CEO+1 (604)
330-8067 info@foremostcleanenergy.com
Investor RelationsLucas A. ZimmermanManaging
DirectorMZ Group - MZ North America(949)
259-4987FMST@mzgroup.uswww.mzgroup.us
Follow us or contact us on social media:X:
@fmstcleanenergyLinkedIn:
https://www.linkedin.com/company/foremostcleanenergy
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Forward-Looking Statements
Except for the statements of historical fact
contained herein, the information presented in this news release
and oral statements made from time to time by representatives of
the Company are or may constitute “forward-looking statements” as
such term is used in applicable United States and Canadian laws and
including, without limitation, within the meaning of the Private
Securities Litigation Reform Act of 1995, for which the Company
claims the protection of the safe harbor for forward looking
statements. Such forward-looking statements and forward-looking
information include, but are not limited to, the satisfaction or
waiver of the conditions to the Arrangement, the proposed benefits
of the Arrangement, and the business objectives of Foremost. These
statements relate to analyses and other information that are based
on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management. Any other statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as “expects” or “does not expect,” “is expected,”
“anticipates” or “does not anticipate,” “plans,” “estimates” or
“intends,” or stating that certain actions, events or results
“may,” “could,” “would,” “might” or “will” be taken, occur or be
achieved) are not statements of historical fact and should be
viewed as forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks and other factors
include, among others, the availability of capital to fund programs
and the resulting dilution caused by the raising of capital through
the sale of shares, continuity of agreements with third parties,
the satisfaction of the conditions to the Arrangement, risks and
uncertainties associated with the environment and delays in
obtaining governmental approvals, permits or financing. Although
the Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate as actual results and
future events could differ materially from those anticipated in
such statements. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. Forward-looking information is
subject to certain risks, trends and uncertainties that could cause
actual results to differ materially from those projected. Many of
these factors are beyond the Company’s ability to control or
predict. Important factors that may cause actual results to differ
materially and that could impact the Company and the statements
contained in this news release can be found in the Company’s
filings on SEDAR+ and Edgar. The Company assumes no obligation to
update or supplement any forward-looking statements whether as a
result of new information, future events or otherwise. Accordingly,
readers should not place undue reliance on forward-looking
statements contained in this news release and in any document
referred to in this news release. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities. Please refer to the Company’s most recent filings under
its profile at on SEDAR+ at www.sedarplus.ca and on Edgar at
www.sec.gov for further information respecting the risks affecting
the Company and its business.
The CSE has neither approved nor disapproved the
contents of this news release and accepts no responsibility for the
adequacy or accuracy hereof.
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