Annual Report on Form 20-F
Year Ended March 31, 2025

TABLE OF CONTENTS

 

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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	7
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	7
ITEM 3. KEY INFORMATION	7
3.A. [Reserved]	7
3.B. Capitalization and Indebtedness	7
3.C. Reasons for the Offer and Use of Proceeds	7
3.D. Risk Factors	7
ITEM 4. INFORMATION ON THE COMPANY	19
4.A. History and Development of the Company	19
4.B. Business Overview	21
ITEM 4A. UNRESOLVED STAFF COMMENTS	78
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	78
5.A. Operating Results	78
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	109
6.A. Directors and Senior Management	109
6.B. Compensation of Board Members and Executives	110
6.C. Board Practices	116
6.D. Employees	119
6.E. Share Ownership	119
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	120
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	120
7.A. Major shareholders	120
7.B. Related Party Transactions	120
7.C. Interests of Experts and Counsel	123
ITEM 8. FINANCIAL INFORMATION	123
8.A. Consolidated Statements and Other Financial Information.	123
8.B. Significant Changes	123
ITEM 9. THE OFFER AND LISTING	123
9.A. Offer and Listing Details	123
9.B. Plan of Distribution	123
9.C. Markets	124
9.D. Selling Shareholders	124
9.E. Dilution	124
9.F. Expenses of the Issue	124
ITEM 10. ADDITIONAL INFORMATION	124
10.A. Share Capital	124
10.B. Memorandum and Articles of association	124
10.C. Material Contracts	124
10.D. Exchange Controls	124
10.E. Taxation	124
10.F. Dividends and Paying Agents	132
10.G. Statement by Experts	132
10.H. Documents on Display	132
10.I. Subsidiary Information	133

 

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	133
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	133
12.A. Debt Securities	133
12.B. Warrants and Rights	133
12.C. Other Securities	133
12.D. American Depositary Shares	133
PART II	133
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	133
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	133
14.A.-D. Material Modifications to the Rights of Security Holders.	133
14.E. Use of Proceeds.	134
ITEM 15. CONTROLS AND PROCEDURES	134
ITEM 16. [RESERVED]	135
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.	135
ITEM 16B. CODE OF ETHICS.	135
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.	135
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.	136
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.	136
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.	136
ITEM 16G. CORPORATE GOVERNANCE.	137
ITEM 16H. MINE SAFETY DISCLOSURE.	137
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	137
16J. INSIDER TRADING POLICIES.	137
16K. CYBERSECURITY.	138
PART III
ITEM 17. FINANCIAL STATEMENTS	138
ITEM 18. FINANCIAL STATEMENTS	138
ITEM 19. EXHIBITS	138

 

 

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CERTAIN INFORMATION

As used in this Annual Report on Form 20-F (the “Annual Report”), unless otherwise indicated or the context otherwise requires, references to

In this Annual Report on Form 20-F, references to “Canada” are to Canada and its provinces and territories. References to “U.S.” or “United States” refers to the United States of America. References to “US$” or “U.S. dollars” are to the legal currency of the United States and references to “$” or “Canadian dollar” are to the legal currency of Canada.

Solely for the convenience of the reader, this Annual Report on Form 20-F contains translations of certain Canadian dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this Annual Report on Form 20-F, all translations from Canadian dollar to U.S. dollars are based on the closing rate of $1.4376 per US$1.00 for cable transfers of Canadian dollars, as certified by Bank of Canada on March 31, 2025. The noon buying rate for Canadian dollar was $1.4376 per US$1.00. No representation is made that such Canadian dollar amounts referred to in this Annual Report on Form 20-F could have been or could be converted into U.S. dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

The audited consolidated financial statements and notes thereto as of and for fiscal 2025, 2024 and 2023 included elsewhere in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting Standards, or IFRS. Our fiscal year end is March 31.

FORWARD-LOOKING STATEMENTS

This Annual Report contains many statements that are “forward-looking” and uses forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking statements are based are reasonable and within the bounds of our knowledge of our business and operations as of the date of this Annual Report, any or all of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based on those assumptions could also be incorrect. The forward-looking statements in this Annual Report include, without limitation, statements relating to:

The forward-looking statements included in this Annual Report are subject to known and unknown risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors, some of which are described under the headings “Risk Factors”, “Operating and Financial Review and Prospects,” “Information on our Company” and elsewhere in this Annual Report. Such risks and uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could adversely impact our business and financial performance. The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Factors

You should carefully consider all of the information in this report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our common shares. One or more of a combination of these risks could materially impact our business, results of operations and financial condition. In any such case, the market price of our common shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

If we do not make the required option payments and property expenditure requirements mandated in our option agreements we will lose our interests in our properties and our business may fail.

If we do not make all of the property payments under the terms of our option agreements or incur the required expenditures in accordance with our option agreements we will lose our option to acquire our properties and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable, if we do not make any payments, we will lose any payments previously made and all our rights to our properties.

We have a limited operating history and have not yet generated any revenues.

Our limited operating history makes evaluating our business and prospects difficult and may increase the risk of your investment. We were formed in 2005 and have not yet begun commercial mining of uranium or lithium. To date, we have no revenues and are in the exploration stage of development with the potential to establish commercial operations still unknown. We intend to proceed with the development of the Athabasca Uranium Properties (as defined below) and our Lithium Lane Properties (as defined below) through continued exploration, economic and technical studies such as preliminary economic assessments and preliminary feasibility studies and, provided the results are positive, through to a feasibility study and mine development.

The exploration activities of the Company may require substantial additional financing.

Our exploration activities may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration and development of any of our properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financings will be favourable to us. In addition, low commodity prices may affect our ability to obtain financing. The additional capital required to advance these properties is difficult to raise due to market conditions in the mining exploration sector.

If we do not have, or are not able to obtain, sufficient funds, we may be required to delay further exploration, development, or commercialization of our expected mineral resources, if and when verified. we may also have to reduce resources devoted to mining efforts or cease operations. Any of these factors could harm our operating results.

Our consolidated financial statements have been prepared on a going concern basis and our financial status creates a doubt about whether we will continue as a going concern.

Our consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. The consolidated financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.

If we do not obtain additional financing, our business may be at risk, or the execution of our business plan may be delayed.

We have limited assets upon which to commence our business operations and to rely otherwise. As of March 31, 2025, we had cash of $5,005,346 (US$3,481,738) and during the years ended March 31, 2025 and 2024, we had a net loss of $3,615,375 (US$2,598,559) and $4,472,170 (US$3,300,494), we will need to seek additional funds in the future through debt financings or strategic alliances with third parties, either alone or in combination with equity financings to complete our lithium exploration initiatives. Additional funding will be needed to implement our business plan that includes various expenses such as continuing our mining exploration program, legal, operational set-up, general and administrative, marketing, employee salaries and other related start-up expenses. Obtaining additional funding will be subject to various factors, including general market conditions, investor acceptance of our business plan and ongoing results from our exploration efforts. These financings could result in substantial dilution to the holders of our common shares or require contractual or other restrictions on our operations or on alternatives that may be available to us. If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on our operations. Any such required financing may not be available in amounts or on terms acceptable to us, and the failure to procure such required financing could have a material and adverse effect on our business, financial condition, and results of operations, or threaten our ability to continue as a going concern.

We may not be able to acquire additional funds on acceptable terms, or at all. If we are unable to raise adequate funds, we may have to delay, reduce the scope of or eliminate some or all our planned exploration programs. If we do not have, or are not able to obtain, sufficient funds, we may be required to delay further exploration, development, or commercialization of our expected mineral resources, if and when verified. We also may have to reduce the resources devoted to our mining efforts or cease operations. Any of these factors could harm our operating results.

Our business is subject to operational risks that are generally outside of our control and could adversely affect our business.

Mineral mining sites, like the sites where our Athabasca Uranium Properties and our Lithium Lane Properties are located, by their nature are subject to many operational risks and factors that are generally outside of our control and could adversely affect our business, operating results, and cash flows. These operational risks and factors include the following:

Any one or more of these factors or other risks could cause us not to realize the anticipated benefits from our properties and could have a material adverse effect on our financial condition.

Our mineral resources described in our most recent S-K 1300 compliant inferred mineral resource report are only estimates and no assurance can be given that the anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized.

We intend to continue exploration on our properties, and we may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. We can provide investors with no assurance that exploration on our current properties, or any other property that we may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent us from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of viable lithium mineral deposits on our properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably, and investors may lose all their investment in our company. Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration and development, any of which could result in work stoppages, damage to property, and possible environmental damage. None of the properties we have an interest in have a known body of commercial ore. Development of the Company's mineral properties will follow upon obtaining satisfactory exploration results. Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines.

There is no assurance that our mineral exploration and development activities will result in discoveries of commercially viable bodies or ore. The long-term profitability of Foremost's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis

Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us.

Exploration and mining operations generally involve a degree of risk. Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of rare earth metals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life and damage to property and environmental damage, all of which may result in possible legal liability. Although we expect that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geo-mechanical issues, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of our operations that would have a material adverse effect on our business, financial condition, results of operations and prospects. Further, although we have adequate coverage for our employees and ensure that all our vendors, consultants and suppliers have adequate coverage for their employees, we are required by law to compensate employees for work-related injuries and failure to make adequate provisions for our workers’ compensation liabilities could harm our future operating results.

The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral resources and reserves, to develop metallurgical processes and to construct mining and processing facilities and infrastructure at a particular site. It is impossible to ensure that the exploration or development programs planned by us will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on several factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices that are highly cyclical, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our company not receiving an adequate return on invested capital. There is no certainty that the expenditures made towards the search and evaluation of mineral deposits will result in the discovery of mineral resources or the development of commercial quantities of mineral reserves.

Our development projects have no operating history upon which to base estimates of future capital and operating costs. Mineral resource and reserve estimates and estimate of operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of capital and operating costs based upon anticipated tonnage and grades to be mined and processed, ground conditions, the configuration of the deposit, expected recovery rates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated.

We do not insure against all of the risks we face in our operations.

In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including securities and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations; however, we do not maintain insurance to cover all the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction, and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

Our business operations are exposed to a high degree of risk associated with the mining industry.

Our business operations are exposed to a high degree of risk inherent in the mining sector. Risks which may occur during the exploration and development of mineral resources include environmental hazards, industrial accidents, equipment failure, import/customs delays, shortage or delays in installing and commissioning plant and equipment, metallurgical and other processing problems, seismic activity, unusual or unexpected formations, formation pressures, rock bursts, wall failure, cave ins or slides, burst dam banks, flooding, fires, explosions, power outages, opposition with respect to mining activities from individuals, communities, governmental agencies and non-governmental organizations, interruption to or the increase in costs of services, cave-ins and interruption due to inclement or hazardous weather conditions.

Commencement of mining can also reveal mineralization or geologic formations, including higher than expected content of other minerals that can be difficult to separate from rare earth metals, which can result in unexpectedly low recovery rates.

Such occurrences could cause damage to, or destruction of properties, personal injury or death, environmental damage, pollution, delays, increased production costs, monetary losses, and potential legal liabilities. Moreover, these factors may result in a mineral deposit, which has been mined profitably in the past to become unprofitable. They are also applicable to sites not yet in production and to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilities and secure transportation infrastructure at the rate of duty over which we may have limited or no control. Any liabilities that we incur for these risks and hazards could be significant and the costs of rectifying the hazard may exceed our asset value.

Infrastructure required to carry on our business may be affected by unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure.

Exploitation of our Properties will depend to a significant degree on adequate infrastructure. While developing our expected operations, assuming our exploration efforts will be successful, we may need to construct and support the construction of infrastructure, which includes permanent gas pipelines, water supplies, power, transport and logistics services which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure or any failure or unavailability in such infrastructure could materially adversely affect our operations, financial condition, and results of operations.

We may not be able to obtain or renew licenses or permits that are necessary for our operations.

In the ordinary course of business, we will be required to obtain and renew governmental licenses or permits for exploration, development, construction, and commencement of mining at the Properties. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of our company. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities. We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the Properties. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.

Opposition to our mining and business activities could disrupt our business.

In recent years, governmental and non-governmental agencies, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities. This opposition may take on forms such as road blockades, applications for injunctions seeking work stoppages, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, and other rulings that could be contrary to our interests. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our mining and business activities is beyond our control. Any such opposition may disrupt our business and may result in increased costs, which could have a material adverse effect on our business and financial condition

There can be no guarantee that our interest in the Athabasca Uranium Properties and the Lithium Lane Properties is free from any title defects.

We believe we have taken reasonable steps to ensure proper title to both the Athabasca Uranium Properties and the Lithium Lane Properties exists. However, there can be no guarantee that our interest in our properties are free from any title defects, as title to mineral rights involves certain intrinsic risks due to the potential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk that material contracts between us and relevant government authorities will be substantially modified to the detriment of us or be revoked. There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.

We may experience an inability to attract or retain qualified personnel.

Our success depends to a large degree upon our ability to attract, retain and train key management personnel, as well as other technical personnel. If we are not successful in retaining or attracting such personnel, our business may be adversely affected. Furthermore, the loss of our key management personnel could materially and adversely affect our business and operations.

As our business becomes more established, it will also be required to recruit additional qualified key financial, administrative, operations and marketing personnel. There will be no guarantee that we will be able to attract and keep such qualified personnel and if we are not successful, it could have a material and adverse effect on our business and results from operations.

Failure to comply with federal, provincial and/or local laws and regulations could adversely affect our business.

Our mining-related operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includes periodic review and inspection of the Lithium Lane Properties that may be conducted by applicable regulatory authorities.

Although the exploration activities on the Lithium Lane Properties have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.

Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.

Failure to comply with environmental regulation could adversely affect our business.

All phases of our operations with respect to the Lithium Lane Properties and the Athabasca Uranium Properties will be subject to environmental regulation. Environmental legislation involves strict standards and may entail increased scrutiny, fines and penalties for non-compliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors, and employees. Changes in environmental regulation, if any, may adversely impact our operations and future potential profitability. In addition, environmental hazards may exist on the Lithium Lane Properties and the Athabasca Uranium Properties that are currently unknown. We may be liable for losses associated with such hazards or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, even in cases where such hazards have been caused by previous or existing owners or operators of the properties, or by the past or present owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverse impact on our operations and future potential profitability.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations as well as environmental laws.

We currently report our financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles.

We report our consolidated financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our consolidated financial statements under IFRS with those companies that prepare consolidated financial statements under U.S. GAAP.

Foreign currency fluctuations could affect our profitability and the value of our assets and shareholders’ equity.

Our operations are subject to foreign currency fluctuations. Our future revenues are primarily in U.S. dollars, while some of our operating expenses and cash balances expenses are measured in Canadian dollars. The fluctuation of the Canadian dollar in relation to the U.S. dollar will consequently have an impact upon our profitability and may also affect the value of our assets and shareholders’ equity.

Our assets and operations are subject to economic, geopolitical, and other uncertainties.

Economic, geopolitical, and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control. In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause future customers to delay or cancel projects, reduce their overall capital or operating budgets, or reduce or cancel orders which could have a material adverse effect on our business, results of operations and financial condition.

Our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction, or expropriation of entitlements.

In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of equity securities and other companies in ways that are unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of our common shares.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

Several governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. New legislation and increased regulation regarding climate change could potentially impose significant costs on us, and on our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will ultimately affect our financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness, and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain, could be particular to the geographic circumstances in areas in which we operate and may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of our operations.

As we face intense competition in the mineral exploration and exploitation industry, there can be no assurance that we will be able to compete effectively with other companies.

The mining industry and the lithium and uranium mining sectors are very competitive. Our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansion or efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.

As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees or we may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and prospects as well as our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.

We may be subject to potential conflicts of interest.

We may be subject to potential conflicts of interests, as certain directors of our company are, and may continue to be, engaged in the mining industry through their participation in corporations, partnerships, or joint ventures, which are potential competitors of our company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest will be subject to the procedures set out in the related Canadian law and regulations.

We may not meet cost estimates.

A change in the timing of any projected cash flows due to capital funding or, once in production, production shortfalls or labor disruptions would result in delays in receipt of such cash flows and in using such cash to fund operating activities and, as applicable, reduce debt levels. This could result in additional loans to finance capital expenditures in the future.

The level of capital and operating cost estimates which are used for determining and obtaining financing and other purposes are based on certain assumptions and are fundamentally subject to considerable uncertainties. It is very likely that actual results for the Athabasca Uranium Properties and the Lithium Lane Properties will differ from our current projections, estimates and assumptions, and these differences may be significant. Moreover, experience from actual mining may identify new or unexpected conditions that could decrease operational activities, and/or increase capital and/or operating costs above, the current estimates. If actual results are less favorable than we currently estimate, our business, results from operations, financial condition and liquidity could be materially adversely affected.

We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure, and have uncertain returns.

We may seek to expand through future acquisitions of either companies or properties. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds, and combining different corporate cultures.

Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.

At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fails to meet expectations, our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings and could negatively affect our balance sheet.

Legal proceedings may arise from time to time.

Legal proceedings may arise from time to time. Such litigation may be brought from time to time in the future against us. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Other than as disclosed elsewhere in this prospectus, we are not currently subject to material litigation, nor have we received an indication that any material claims are forthcoming. However, due to the inherent uncertainty of the litigation process, we could become involved in material legal claims or other proceedings with other parties in the future. The results of litigation or any other proceedings cannot be predicted with certainty. The cost of defending such claims may take away from management’s time and effort and if we are incapable of resolving such disputes favorably, the resultant litigation could have a material adverse impact on our financial condition, cash flow and results from operation.

Land reclamation requirements may be burdensome.

Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies to minimize long-term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. To carry out reclamation obligations imposed on us in connection with exploration, potential development, and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

The obligations associated with being a public company will require significant resources and management attention, and we will incur increased costs because of becoming a public company.

As a public company, we face increased legal, accounting, administrative and other costs and expenses that we have not incurred as a private company, and we expect to incur additional costs related to operating as a public company. We are subject to the reporting requirements of the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the SEC, the Public Company Accounting Oversight Board, and Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, we will be required to, among other things:

We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to increase legal and financial compliance costs and make some activities more time consuming and costly. These laws, regulations and standards are subject to varying interpretations, in many cases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.

We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

We are subject to global economic risks.

Economic, geopolitical, and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control. In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause future customers to delay or cancel projects, reduce their overall capital or operating budgets, or reduce or cancel orders which could have a material adverse effect on Foremost’s business, results of operations and financial condition.

Our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction, or expropriation of entitlements.

In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of equity securities and other companies in ways that are unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market adversely.

Our ability to manage growth will have an impact on our business, financial condition, and results of operations.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on several factors, including:

We may not be successful in upgrading our technical, operational, and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

Risks Related to Ownership of Our Common Shares

“The market price of our common shares may fluctuate, and you could lose all or part of your investment.

The market price for our common shares has been and is likely to be volatile. In addition, the market price of our common shares may fluctuate significantly in response to several factors, most of which we cannot control, including:

The price of our common shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common shares.

As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our common shares may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common shares.

In addition, if the trading volumes of our common shares are low, persons buying or selling in relatively small quantities may easily influence the price of our common shares. This low volume of trades could also cause the price of our common shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common shares. As a result of this volatility, investors may experience losses on their investment in our common shares. A decline in the market price of our common shares also could adversely affect our ability to issue additional common shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our common shares will develop or be sustained. If an active market does not develop, holders of our common shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

The sale of shares by our directors and senior officers may adversely affect the market price for our shares.

Sales of significant amounts of common shares held by our senior officers and directors, or the prospect of these sales, could adversely affect the market price of our common shares. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

Our common shares may be traded infrequently and in low volumes, which may negatively affect the ability to sell shares.

Our common shares may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who can generate or influence sales volume, and that even if we came to the attention of such institutionally oriented persons, they tend to be risk-averse in this environment and would be reluctant to follow an early stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more advanced and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares. Further, institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded in the over-the-counter market. These factors may have an adverse impact on the trading and price of our securities and could result in the loss by investors of all or part of their investment.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the prospectus based on foreign laws.

We are incorporated in the Province of British Columbia, Canada under The Corporations Act (British Columbia). We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, many of our directors and executive officers and the experts named in this prospectus reside outside the United States, and a significant amount of their assets are located outside the United States. As a result, service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assets of our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons may not be collectible within the United States. In Canada, provincial and territorial reciprocal enforcement of judgments legislation sets out the procedure for registering foreign judgments and this procedure varies depending on the province or territory of the enforcing court. If a foreign judgment originates from a jurisdiction not captured by the applicable provincial or territorial reciprocal enforcement of judgments or enforcement of foreign judgments legislation, the foreign judgment may be capable of enforcement at common law and the party seeking to enforce the foreign judgment must commence new proceedings in the domestic or enforcing court.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we publish our results on a quarterly basis and distribute press releases, pursuant to the rules and regulations of Nasdaq. Material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

Although we do not currently intend to rely on these “home country” exemptions, we may rely on some of these exemptions in the future. As a result, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2025.

In the future, we would lose our foreign private issuer status if, among others, (1) more than 50% of our outstanding voting securities, which we intend to determine based on the voting power of our common shares and high voting shares on a combined basis are directly or indirectly held of record by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, more than 50% of our assets are located in the United States or our business is administered principally in the United States. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms including consolidated financial statements prepared under US GAAP, and which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer. These expenses would relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAP in the future. Additionally, a loss of our foreign private issuer status would divert our management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Future issuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of common shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common shares.

We expect to be a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S. investors.

We believe we were a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) for our most recently completed taxable year and based on the nature of our business, the projected composition of our gross income and the projected composition and estimated fair market values of our assets, we expect to be a PFIC for our current taxable year and may be a PFIC in subsequent tax years. If we are a PFIC for any year during a U.S. taxpayer’s holding period of common shares, then such U.S. taxpayer generally will be required to treat any gain realized upon a disposition of the common shares or any so-called “excess distribution” received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. taxpayer. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election (as defined below) or a Mark-to-Market Election (as defined below). U.S. taxpayers should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF (as defined below), or that we will supply U.S. taxpayers with information that such U.S. taxpayers are required to report under the QEF rules, in the event that we are a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares. A U.S. taxpayer who makes a Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s basis therein.

Proposed legislation in the U.S. Congress, including changes in U.S. tax law, may adversely impact us and the value of the common shares.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect us or holders of the common shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact our financial performance and the value of the common shares. Additionally, states in which we operate or own assets may impose new or increased taxes. If enacted, most of the proposals would be effective for the current or later years. The proposed legislation remains subject to change, and its impact on us and purchasers of the common shares is uncertain.

In addition, the Inflation Reduction Act of 2022 includes provisions that impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. It remains unclear in certain respects how this legislation will be implemented by the U.S. Department of the Treasury and we cannot predict how this legislation or any future changes in tax laws might affect us or purchasers of the common shares.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common shares less attractive to investors.

We currently qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our common shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common shares.

Our current structure may impact legal enforceability and make your ability to effect service of process more difficult.

We are a corporation existing under the laws of the Province of British Columbia and no key directors or executive officers are residents of the United States. As a result, it may be difficult for you to effect service of process upon such persons to enforce against them judgments predicated upon civil liabilities provisions of the federal securities laws. It also may be difficult for you to enforce civil liabilities predicated upon such securities law in the actions brought in courts in jurisdictions outside of the United States.

ITEM 4. INFORMATION ON THE COMPANY

Business Overview

4.A. History and Development of the Company

Principal Business and Corporate History

Foremost Clean Energy Ltd. (formerly Foremost Lithium Resource & Technology Ltd.) was incorporated under the British Columbia Business Corporations Act (the “BCBCA”) and the laws of the Province of British Columbia as FAR Resources Ltd. on July 7, 2005 (Number: BC0729352). The Company changed its name to Foremost Lithium Resource & Technology Ltd. on January 4, 2022, and later changed its name to Foremost Clean Energy Ltd. on September 30, 2024. The Company has no subsidiaries. The Company had held certain underlying royalties, a 100% ownership and option interest in certain claims in the Winston Gold and Silver Property located in Sierra County, New Mexico, USA (the “Winston Property”) within a previous wholly-owned subsidiary, Sierra Gold & Silver Ltd. (“Sierra”). On July 19, 2024, Rio Grande Resource Ltd. (“Rio Grande”) was incorporated under the laws of British Columbia solely for the purpose to effect a Plan Arrangement under British Columbia Law(the “Arrangement”).   Pursuant to the Arrangement, Foremost transferred to Rio Grande all of the issued and outstanding shares of Sierra, resulting in the Winston Property being wholly-owned by Rio Grande, and Sierra becoming a subsidiary of Rio Grande, and Rio Grande completing its own public listing of its shares in Canada. The Arrangement was completed on January 31, 2025 (the “Effective Date”).

Additional Terms of the Arrangement

The total purchase consideration for the acquisition was $2,604,781, consisting of the fair value of 25,827,349 common shares of Rio Grande ($2,453,598) and 9,281,236 warrants ($151,183). This consideration was allocated to exploration and evaluation assets ($3,172,672), less a royalty payable ($366,075) and an income tax penalty payable ($201,816), resulting in net assets assumed of $2,604,781.

As conditions to completing the Arrangement, Rio Grande issued two promissory notes: the first was a $677,450 promissory note (the “Rio Grande Promissory Note”) to related parties Jason Barnard and Christina Barnard, due on or before November 5, 2027, bearing interest at 8.956%; the second was a $520,000 promissory note (the “Foremost Promissory Note”) to Foremost, also due on or before November 5, 2027, with the same interest terms and unsecured.

Pursuant to the Arrangement, Foremost transferred to Rio Grande the right to collect receivables from Sierra as of the Effective Date and all of Sierra's outstanding shares in exchange for 25,827,349 shares of Rio Grande. This share issuance was calculated based on the number of Foremost shares outstanding immediately prior to the Effective Date, multiplied by two and divided by 0.8005 as Foremost retained interest to hold ~ 19.95 of Rio Grande’s outstanding shares. In the share exchange program, all Foremost shareholders received one (1) new common share of Foremost (each, a “New Foremost Share”) and two (2) common shares of Rio Grande (the “Rio Grande Shares”) for each Foremost common share (“Foremost Share”) held.

The Arrangement also addressed Foremost's equity incentives. Each outstanding Foremost stock option (“Foremost Option”) was exchanged such that 91.36% of each option became one new Foremost option (a “Foremost Replacement Option”), and 8.64% became two Rio Grande options (“Rio Grande Options”), with exercise prices adjusted based on the fair market values of Foremost and Rio Grande shares at the Effective Date. Similarly, each Foremost restricted share unit (“Foremost RSU”) was exchanged for 91.36% in new Foremost RSUs and 8.64% in two Rio Grande RSUs, maintaining original vesting terms. Foremost share purchase warrants (“Foremost Warrants”) were amended to entitle holders to receive, upon exercise, one new Foremost share and two Rio Grande shares per warrant, with exercise prices adjusted proportionally based on share values at the Effective Date.

Foremost and Rio Grande agreed that Rio Grande would issue shares as needed to satisfy warrant exercises, with Foremost acting as Rio Grande's agent to collect and remit a portion of the exercise proceeds. The terms of the Foremost Warrants otherwise remained unchanged, ensuring equitable treatment of security holders while facilitating the spin-out of Sierra's assets to Rio Grande.

Our registered office address is 750 West Pender Street, Suite 250 Vancouver, British Columbia V7Y 1K3 Canada V7Y 1B3 Canada. Our company email address is info@foremostcleanenergy.com. Our telephone number is (604) 330-8067. Our principal website address is http://www.foremostcleanenergy.com. We do not incorporate the information contained on, or accessible through, Foremost’s website into this Report, and you should not consider it a part of the Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, N.Y. 10168.

Our focus and mission is to continue active exploration and development on our promising, yet underdeveloped fertile clean energy land package located in Canada. Our objective is to make significant discoveries of uranium and lithium through systematic exploration programs, particularly within the Athabasca Basin and in Manitoba and Quebec. This focus on uranium and lithium aims to support the clean energy transition by providing critical materials for nuclear power and battery technology. 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 clean energy mix of the future.

Our uranium projects, located in northern Athabasca Basin in Saskatchewan, Canada includes properties that host high-grade mineralization alongside or within historical high-grade uranium deposits, as well as greenfield, near virgin territories with major upside potential. These properties are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets. Our Lithium Lane Properties are located in the mining friendly Canadian province of Manitoba near access to the Hudson Bay Railway and the Port of Churchill. With access to renewable energy produced in Manitoba, we aim to supply lithium processed exclusively with the benefit of power produced from fully sustainable, local sources and are commitment to the environment, corporate social responsibility, and sustainability.

Our Claims History

We are an exploration stage company with properties located in Saskatchewan, Manitoba, and Quebec, Canada. Foremost’s “Athabasca Uranium Properties” are comprised of an aggregate of 45 claims on properties known as the Blackwing, Murphy Lake South (crab claw), GR, CLK, Torwalt Lake, Turkey Lake, Epp Lake, Marten, Wolverine, and Hatchet Lake properties located in the Athabasca Basin of Saskatchewan, covering in the aggregate 331,880 acres (134,307 hectares). Foremost’s “Lithium Lane Properties” are comprised of an aggregate of 78 mineral claims on properties known as the Zoro, Jean Lake, Grass River, and Peg North properties located in the Snow Lake region of Manitoba, covering over 43,000 acres (17,500 hectares).  Foremost also holds some Additional Properties, including its interest in the Jol Property, a small 25 acre claim in Manitoba and Lac Simard South Property in Québec, consisting of a total of 80 claims across 11,482 acres (4,647 hectares), we consider a non-core property).

The Athabasca Uranium Properties

On September 24, 2024, we entered into an option agreement with Denison Mines Corp. (“Denison”) to acquire up to a 70% interest in a portfolio of 10 uranium exploration properties spanning over 330,000 acres (134,307 hectares) in the Athabasca Basin, Saskatchewan. Under the agreement, we may earn up to a 51% interest in the Hatchet Lake joint venture, representing approximately 70% of Denison’s current ownership.

The option is structured in three phases:

Lithium Properties – “Our Lithium Lane Properties”

Zoro Property

On April 28, 2016, the Company entered into an option agreement to purchase the rights to the lithium and related lithium compounds or mineralization of the Zoro 1 mineral claim in exchange for certain payments of common shares and cash (the “Zoro 1”). On April 28, 2017, Zoro 1 was amended, and the Company completed the purchase of the rights to the lithium and related lithium compounds or mineralization of the Zoro 1 by paying a total of $150,000 in cash and by issuing $635,000 worth in shares (140,000 common share). In addition, during the year ended March 31, 2017, we issued 20,000 common shares to an arm’s length party at a fair value of $135,000 as a finder’s fee.

On August 4, 2016, we entered into an option agreement with Strider Resources Limited (“Strider”) granting us the option to acquire an undivided 100% interest in the option agreement for three additional claims in all lithium-bearing pegmatite dykes along a 350-metre-wide strip subject to a 2% net smelter return royalty, (“NSR”). The optioned interest did not include any interest in and to any mineral not contained within or immediately adjacent to or contiguous with the lithium-bearing pegmatite dykes. On September 13, 2019, we completed the purchase agreement by paying $250,000 in cash and by issuing $250,000 worth in shares (54,494 common shares). Pursuant to the option agreement, we retained the right to repurchase one-half of the 2% NSR for $1,000,000 at any time prior to commercial production.

On September 20, 2017, we entered into a second option agreement with Strider (the “Green Bay Agreement”), granting us the option to acquire an undivided 100% interest in all lithium-bearing pegmatite dykes on 10 more claims subject to a 2% NSR. The optioned interest did not include any interest in nor any mineral contained within or immediately adjacent to or contiguous with the lithium-bearing pegmatite dykes. On August 19, 2019, we announced that they exercised their option resulting in 100% interest paying a total of $250,000 in cash and by issuing $250,000 worth in shares (52,656 common shares issued) and by incurring $1,000,000 in exploration expenditures. Pursuant to the Green Bay Agreement, we retained the right to repurchase one-half of the 2% NSR for $1,000,000 at any time prior to commercial production. Finally, we acquired two more claims upon mutual agreement by both parties, which claims were added to the Green Bay Agreement. The two additional claims were staked by Strider on December 2017, as they were within a 2 km area of influence and were then registered with the Manitoba Mines Branch on January 10, 2018. The optioned interest provides indirect interest in and to all lithium bearing pegmatite dykes contained in, on or under the property and including, without limitation, all related commercial pegmatite minerals (“Pegmatite Minerals”). The option interest does not include any interest in gold and other precious metals or minerals or ore containing same, base metals or minerals or ore containing same, diamonds, garnets, amphiboles, and talc in or on the property.

Jean Lake Property

On July 30, 2021, we entered into an option agreement with Mount Morgan Resources Ltd. (“Mount Morgan”) whereby Mount Morgan granted us the sole and exclusive right and option (the “Jean Lake Option”) to acquire an undivided 100% interest in and to this 5-claim property. We may exercise the Jean Lake Option by making cash payments and common share issuances to Mount Morgan over a 48-month period (the “Jean Lake Option Period”) and by spending an aggregate of $200,000 on exploration on the property. After we have completed the foregoing share issuances and cash payments within the Jean Lake Option Period and spent an aggregate of $200,000 in exploration expenditures, the Jean Lake Option will be considered exercised, and we will own all of Mount Morgan’s interest in the Jean Lake property, subject to Mount Morgan’s right to retain a 2% net smelter royalty over the Jean Lake Property (the “Jean Lake NSR”). We have the right to repurchase 1% of the Jean Lake NSR in consideration of a cash payment of $1,000,000 to Mount Morgan.

Grass River Property

The Grass River Property consists of 29 claims totaling 15,664 acres (6,339 hectares). The Property was acquired by on the ground staking after a review of the geological characteristics of the property. The claims were then staked and registered with the Manitoba Mining Recorder in the name of Foremost Lithium on January 18, 2022. These claims were staked and registered by us with the Manitoba Mining Recorder on January 18, 2022. We announced on April 3, 2023 that an additional two claims were staked increasing it from 27 to 29 claims, and 14,873 acres (6,019 hectares) to 15,664 acres (6,339 hectares), linking the Grass River Property to its Peg North property, with contiguous borders.

Peg North Property

On June 28, 2022, we entered into an agreement (the “Peg North Agreement”) with Strider Resources Ltd. (“Strider”), acquiring an option to purchase a 100% interest (the “Peg North Option”) in the Peg North Property in consideration of cash and shares for the First Option over a five year period. The Peg North Property hosts an abundance of pegmatite dykes and captures the Northern extension of the Crowduck Bay fault. In addition, provided that the First Option has been exercised, we may purchase from Strider one half (1%) of the NSR Strider retains for a cash payment of $1.5 million (the “Second Option”). In order to exercise the Peg North Option and acquire a 100% interest in the Peg North Property, we must also spend a total of $3.0 million on exploration expenditures over the five-year option period to receive 100% interest in the Peg North Property.

Jol Property

On July 12, 2022, we acquired 100% interest in and to those certain undersurface mineral rights comprising Manitoba Mineral Disposition No. MB3530 from Mae De Graf (the “MB3530 Property”) by paying $8,000 cash and issuing $2,454 worth in shares (364 common shares). The MB3530 Property is subject to a 2% NSR.

Lac Simard South Property

In May 2023, we gained 100% interest in Lac Simard South Property, located in the Province of Quebec, amending a property acquisition agreement to purchase 100% interest in and to those certain undersurface mineral rights comprising a total of 60 claims, covering 8,612 acres (3,485 hectares). We closed the property acquisition agreement in September 2023, by paying an arm’s length vendors $41,533 cash and issuing $85,600 worth in shares (10,700 common shares). We have now earned a 100% interest of Lac Simard South property.

We staked an additional 20 mineral claims on Lac Simard South Property contiguous to the 60 claims, after which the final aggregate land size of the 80 claims is 11,482 acres (4,647 hectares).

Winston Property

We have held certain underlying royalties, a 100% ownership and option interest in certain claims in the Winston Gold and Silver Property located in Sierra County, New Mexico, USA (the “Winston Property”) within a previous wholly-owned subsidiary, Sierra Gold & Silver Ltd. (“Sierra”). On July 19, 2024, Rio Grande Resource Ltd. (“Rio Grande”) was incorporated under the laws of British Columbia solely for the purpose to effect the Arrangement. As part of the Arrangement, we transferred to Rio Grande all of the issued and outstanding shares of Sierra, resulting in the Winston Property being wholly-owned by Rio Grande.

4.B. Business Overview

Foremost is a rapidly growing Canadian exploration stage company committed to powering the clean energy revolution through strategic resource development. As the demand for carbon-free energy continues to accelerate, we believe that domestically mined uranium and lithium are poised for dynamic growth, playing an important role in the future of clean energy. Our objective is to become a leading supplier of critical resources for a clean energy transition by strategically exploring and developing lithium and uranium assets. By focusing on developing both lithium and uranium resources, we feel that we can appeal to a broader range of investors interested in the clean energy sector.

As the global clean energy revolution accelerates, strong growth in electricity demand is prevalent, particularly highlighted by a projected growth rate of 4.3% year-over-year in 2024, up from 2.5% in 2023. This growth is largely driven by the electrification of various sectors, including electricity-intensive manufacturing for clean energy technologies, electric vehicles, and data centers as cited in recent IEA Electricity Report.

The shift toward low-emission energy solutions is expected to drive future demand for nuclear power, which provides a stable, low-carbon energy source. As countries work to reduce fossil fuel dependence, uranium and lithium—critical materials for nuclear reactors and battery storage—are seeing growing demand. This trend is further supported by increasing electrification in industries such as electric vehicles and renewable energy manufacturing.

We have strategically positioned the Company in regions with high potential for lithium and uranium exploration. Recently, we secured an option agreement with Denison to acquire up to a 70% interest in 10 properties encompassing over 330,000 acres in Saskatchewan’s Athabasca Basin, a region known for its high-grade uranium deposits and established mining infrastructure. The agreement with Denison establishes a strong presence for Foremost in a key uranium-producing area.

Our uranium portfolio is comprised of 45 claims across approximately 331,880 acres (134,307 hectares) surrounding and near large high-grade uranium operations, including the McArthur River and Cigar Lake mines. Furthermore, they are adjacent to the Wollaston-Mudjatik Transition Zone (WMTZ), which hosts currently producing uranium mines and mills in the Athabasca Basin. The properties range from grassroots exploration projects to those with significant historical exploration data and drill-ready targets, positioned to capitalize on this growing demand.

In our commitment to a sustainable future, we are focused on our lithium exploration efforts in Manitoba, where we are exploring the region's burgeoning lithium market, and where we plan to leverage favorable geological formations that are conducive to high-quality lithium extraction. Our goal is to become a strategic supplier to processors of battery-grade LiOH to supply the growing electric vehicle battery and battery storage markets as we hold 78 discrete mining claims covering over 43,000 acres (17,500 hectares) primed for lithium exploration. In addition, we hold 80 claims with our Lac Simard South property in Quebec on over 11,400 acres close to processors and concentrators.

As global demand for clean energy solutions accelerates, driven by the electrification of industries and the increasing reliance on renewable energy sources, Foremost’s dual focus on lithium and uranium enables us to meet the needs of a diverse array of markets. Our proactive exploration strategies, combined with our commitment to sustainable mining practices, ensure that we are not only positioned to capitalize on current trends but also contribute significantly to the energy transition. With strategic locations in some of North America's most resource-rich areas, we are poised to play a vital role in building a more sustainable and secure energy future.

Athabasca Uranium Properties

Foremost holds an option from Denison to acquire an up to 70% interest in 10 prospective uranium properties spanning over 330,000 acres in the prolific uranium rich Athabasca Basin in Saskatchewan, Canada. As global demand for decarbonization accelerates, the need for nuclear power is crucial, and we are well positioned to capitalize to meet the world’s growing energy transition goals. We are committed to a disciplined exploration strategy to prove up resources on existing drill-ready targets with identified mineralization along strike of recent major discoveries. Our 10 projects are separated into two distinct zones: the Eastern Athabasca Uranium Properties and the Blue-Sky Uranium Properties.

Figure 1. Athabasca Properties Map

Eastern Athabasca Uranium Properties

The seven projects identified in the Eastern Athabasca Uranium area include Murphy Lake South, Hatchet Lake, Turkey Lake, Torwalt Lake, Marten, Wolverine, and Epp Lake. These properties are situated in the eastern portion of the Athabasca Basin in northern Saskatchewan, Canada. The region experiences a subarctic climate characterized by short, mild summers, with temperatures ranging from 15°C to 20°C, and long, very cold winters, where temperatures can drop to between -20°C and -30°C. Precipitation is moderate, with most rainfall occurring during the summer months, while snowfall is common throughout the lengthy winter. The landscape is dominated by boreal forest, numerous lakes, and exposed Precambrian bedrock, with the terrain generally being flat to gently rolling, though some areas exhibit higher relief.

Figure 2. Eastern Athabasca Properties Map

Access to these properties is primarily facilitated by provincial highways and secondary roads, with winter roads being utilized to reach more remote locations. The region also hosts several small airports and airstrips. Electrical power is available from the provincial grid, although some remote sites depend on diesel generators. The Eastern Athabasca Basin is recognized as a well-established uranium mining district, boasting a long history of exploration and production. Several major uranium deposits, such as those at Rabbit Lake, McClean Lake, McArthur River and Cigar Lake, have been discovered and mined in the area. Geologically, the properties are located within the Athabasca Basin, a Paleoproterozoic sedimentary basin that overlays Precambrian basement rocks, with uranium deposits often found at or near the unconformity between the Athabasca sandstone and the underlying basement rocks. The most prospective exploration ground in the eastern portion of the Athabasca Basin region is typically located near the Wollaston-Mudjatik Transition Zone (WMTZ) and has largely been staked by existing uranium producers, developers, and explorers. Historical drilling on these properties has primarily focused on the potential of unconformity-type/sandstone mineralization. This presents further opportunities for continued exploration with the recent discovery of the Arrow deposit defining basement-hosted mineralization, this potential remains largely untapped across the basin.

Blue Sky Uranium Properties

The three projects identified in the Blue Sky Property area consist of Blackwing, GR, and CLK, all of which are located in the northern portion of Saskatchewan, Canada. Similar to the Eastern Athabasca region, the Blue Sky properties experience a subarctic climate characterized by long, cold winters and short, mild summers, with temperatures ranging from average highs of 18°C in July to average lows of -25°C in January. Precipitation is relatively low, mostly occurring as snow during the winter months. The landscape is defined by boreal forest, lakes, and rocky terrain, and is notably more remote and less developed than the Eastern Athabasca region. Access to these properties is limited, with some being reachable via gravel roads and winter roads, while air access remains essential for exploration and development activities, as power is typically supplied by diesel generators.

Figure 3. Blue Sky Properties Map

The Blue Sky properties are located in an area of the Athabasca Basin that is less explored compared to the eastern region. While there has been some historical exploration activity, the area is considered to hold significant potential for new uranium discoveries. Geologically, the properties are situated within the Athabasca Basin and are underlain by formations similar to those found in the Eastern Athabasca region, with uranium mineralization expected to be associated with the unconformity between the Athabasca sandstone and the Precambrian basement rocks. Our mission is to continue actively exploring and developing our promising yet underdeveloped land package in the Athabasca Basin. Our portfolio includes properties that host high-grade mineralization alongside or within historical high-grade uranium deposits, as well as greenfield, near virgin territories.

As the world transitions towards a clean energy future, we have identified the crucial role of uranium as a low-cost fuel for emission-free electricity. The increased global demand for a net-zero environment has brought further focus to uranium as an essential component to meet global net zero targets. Foremost’s development plans include delivering low-cost energy fuel solutions to capitalize on the unprecedented global push to decarbonize electric grids.

Uranium Industry and Market

The urgent need for a sustainable energy future has intensified the search for alternative fuel sources, with nuclear power emerging as a crucial component in combating climate change. It stands out for its ability to generate significant amounts of energy with minimal carbon emissions, making it a reliable option for baseload electricity—essential for modern energy systems. According to various studies, nuclear power not only has the lowest carbon footprint among energy sources but also offers a dependable strategy to phase out fossil fuel reliance, thus increasing demand for uranium, the key fuel for nuclear reactors.

As nations commit to ambitious climate goals, the role of nuclear energy has gained renewed importance. At the 2023 United Nations Climate Change Conference (COP 28), 22 countries acknowledged nuclear energy's role in their energy security strategies, pledging to triple nuclear capacity by 2050. The IEA published reports that as of 2023 that there were 440 operating nuclear reactors worldwide, with another 60 small modular reactors (“SMRs”) under construction, highlighting the potential for nuclear energy to address future energy demands.

The Promising Role of Small Modular Reactors (SMRs)

SMRs offer a solution to the challenges faced in the traditional nuclear landscape. These advanced reactors typically have a power capacity of up to 300 MW(e) per unit, one-third of that of conventional reactors. The World Nuclear Association's Nuclear Fuel Report outlines compelling advantages:

The Supply Landscape

Despite the promising potential of nuclear energy, achieving a sustainable uranium supply is fraught with challenges. The global uranium market has been affected by fluctuating prices, mine closures, and geopolitical dynamics, leading to a structural deficit in uranium supply. This deficit is exacerbated by underinvestment in new exploration projects and operators shifting towards physical uranium purchases as an investment. The World Nuclear Association's Nuclear Fuel Report forecasts that without new uranium entering the market, demand will surpass supply within the next decade due to expanding nuclear programs.

Figure 4. Uranium Supply Outlook Sourced from World Nuclear Association August 2024

Geopolitical Events Affecting the Uranium Market

Geopolitical events have historically shaped the uranium market. Political instability in key sourcing regions can create supply risks that affect global prices. For instance, the Payne Institutes stated “Niger, a significant uranium producer, experienced political upheaval in 2023, leading to increased uncertainty about uranium supply from the region”. The geopolitical dynamics have prompted countries to focus on energy independence, as seen in the U.S. with the “Prohibiting Russian Uranium Imports Act” and the “ADVANCE Act,” both aimed at strengthening domestic uranium production and enhancing energy security.

A 2024 Reuters article noted that Japan’s gradual restart of nuclear reactors, following the post-Fukushima shutdown, could significantly influence future uranium demand.

Pricing Trends in the Uranium Market

The uranium market is currently pivoting from being inventory-driven to production-oriented. Following a low of approximately $17.75 per pound uranium concentrate (commonly referred to as “U₃O₈”) in 2016, prices rebounded significantly, reaching $107.00 per pound U₃O₈ by February 2024. This upward trend in pricing reflects the interplay of renewed interest in nuclear energy, geopolitical events, and market expectations, illustrating the need for increased uranium supply to meet rising demand.

Fig 5. Uranium Pricing Chart Courtesy of Cameco

The International Energy Agency reported in 2023 that the anticipated growth in global electricity demand was expected to rise at 3.4% annually over the next few years due to economic recovery and decarbonization efforts—further emphasizes the role of uranium in the energy transition.

The Role of AI and Data Centers in Expanding Demand

As demand for electricity surges, data centers and artificial intelligence (AI) have become significant contributors to this growth. Projections estimate that electricity consumption from these sectors could double by 2026, with global data centers having consumed approximately 460 terawatt-hours (TWh) in 2022. This sharp increase is partly driven by the expanding digital economy and the proliferation of AI applications, which require substantial energy to operate efficiently. As electricity demand continues to rise, the interplay between uranium production and these burgeoning energy needs will become increasingly critical.

Major tech companies, such as Microsoft and Google, have announced significant investments in sustainable energy solutions, reinforcing the role of nuclear power as a reliable energy source that could help meet this burgeoning demand. These investments indicate a commitment to not only advancing technology but also ensuring that energy consumption aligns with global sustainability goals. This convergence of energy needs and technological advancement will likely bolster the demand for uranium as industries pivot towards cleaner energy sources.

The future of uranium exploration, especially for companies like Foremost operating in the Athabasca Basin, is shaped by multiple factors including the anticipated nuclear renaissance and the growing role of small modular reactors. As the world pivots towards an energy landscape dominated by low-carbon sources, the demand for uranium as a key fuel for nuclear reactors is expected to surge. While geopolitical risks and evolving regulatory frameworks may pose challenges, the long-term outlook remains strong, highlighting the necessity for exploration and production investments.

We will have a unique opportunity to play in crucial role in this transition, while we navigate the complexities of market conditions and capitalize on the rising demand for clean energy solutions. Ultimately, to sustain long-term growth, we must be proactive in adapting to technological advancements, align with government policies, and address supply chain vulnerabilities to ensure sustainability in the burgeoning nuclear energy market.

Project Overview - Athabasca Uranium Projects

Hatchet Lake

Figure 5. Hatchet Lake Uranium Property

The Hatchet Lake Property encompasses nine (9) mineral claims within two (2) claim blocks (Richardson and South), totaling 25,234 acres/10,212 hectares located in the northeast region of the Athabasca Basin, approximately 400 kilometers north of La Ronge via highway 905 and 30 kilometers north of Points North Landing. Access to the property is via fixed-wing aircraft or helicopter from Points North Landing or by a network of winter roads running north from the McClean Lake mine, a joint venture project with Denison and Orano Canada Inc. (Denison owns 22.5%/Orano owns 77.5%) is located 23 kilometers south of the property’s southern boundary. The GPS coordinates for the center of the property are approximately Latitude: 56.0964° N, Longitude: 104.9370° W.

The Hatchet Lake Property is divided into four (4) grids: Richardson, Beta, Hatchet South, and Tuning Fork, and is situated within 1.5 km of the Athabasca Basin margin, which allows for shallow sandstone cover (less than 220 meters) providing efficient and cost-effective drill testing capabilities.

Geology

The Hatchet Lake area is situated along the northeastern margin of the Athabasca Basin in northern Saskatchewan, a region renowned for hosting high-grade unconformity-type uranium deposits. The basement rocks underlying the Hatchet Lake Property are part of the Hearne Subprovince of the western Churchill Province. These rocks are predominantly composed of Archean to Paleoproterozoic granitic to granodioritic gneisses, quartz-feldspar pegmatites, and locally interleaved pelitic to psammitic metasedimentary rocks. Importantly, the Hatchet Lake area is intersected by the Wollaston-Mudjatik Transition Zone—a major structural corridor associated with numerous high-grade uranium discoveries. The combination of graphitic metasediments, strong faulting, and hydrothermal alteration makes this area highly prospective for both basement-hosted and unconformity-associated uranium deposits.

Exploration

The exploration history of the Hatchet Lake Property spans several decades and includes various methodologies such as airborne surveys, ground geophysics, and extensive diamond drilling as well and ground prospecting. These activities aimed to delineate mineralized zones and evaluate the potential for significant uranium resources. The property has an extensive exploration history from the 1960’s to recent with positive results focused on sandstone hosted unconformity related mineralization systems. In recent years, basement-hosted mineralization has been identified at substantial depths below the unconformity and this style of mineralization remains largely untested at the Hatchet Lake Property

Historical Drilling

The exploration history of the Hatchet Lake Property dates back to the 1960s when initial efforts were focused on identifying airborne conductors and radioactive boulders, particularly in the Garnet Hill area. This exploration led to the discovery of boulders that recorded radioactivity levels of up to 7,500 counts per second (CPS). In the subsequent years, more targeted drilling began. In 1979 - 1980, Uran Gesellschaft conducted a 35-drill hole campaign a total of 1375 meters and in 1983 the Saskatchewan Mining and development Association (“SMDA”) completed an additional 16 holes totaling 2310 meters. Results from these campaigns delineated areas with extensive alteration and anomalous geochemistry along with elevated radioactivity near the unconformity. Various drill campaigns were conducted from the 1980’s – early 2000’s highlighting the properties discovery potential.

Drilling in 2008 consisted of three holes totaling 558.6 meters targeting the Richardson and Hatchet South conductive trends as a follow-up to the ground based electromagnetic surveys. This was followed by a pivotal drilling program in 2010, which consisted of ten holes totaling 2,161.1 meters in the Tuning Fork area. Notable intersections included drill hole HL-10-01, which encountered grades of 0.1% U₃O₈and 0.02% U₃O₈ over one meter within a broader zone of heightened radioactivity attributed to faulted and altered graphitic pelite approximately 50 meters below the unconformity. Drill hole HL-10-03 further identified over 100 meters of significant alteration and faulting in the basement units.

The exploration continued in 2011, with three drill holes completed for a total of 801.7 meters. All drilled holes from this campaign encountered fault zones and strong alteration. Noteworthy results from drill hole RL-11-01 included a 0.4-meter intercept of 0.13% eU₃O₈ at the contact of a sulphide-rich pegmatite, along with additional mineralization found in sulphide-rich pelite.

In 2013, a more extensive drilling campaign occurred, involving twelve holes and totaling 2,360.6 meters. Significant findings included drill hole RL-13-13, which reported an impressive 1.52% U₃O₈ over 0.15 meters, located approximately five meters below the unconformity. Additionally, drill hole RL-13-16 revealed uranium mineralization straddling the unconformity, grading 0.45% U₃O₈ over 2.3 meters, characterized by hydrothermal hematite alteration.

In 2014, focused evaluation drilling totaled 2,038 meters across ten holes, with drill hole RL-14-19 intersecting a broad zone of weak uranium mineralization averaging 0.025% U₃O₈ over

8.5 meters. Drill hole RL-14-27 returned significant base metal mineralization, including 3.3% Pb, 0.27% Zn, and 19.6 g/t Ag over 9.6 meters.

The exploration continued to gain momentum in 2015 with a total of 2,547 meters drilled across nine holes in the Tuning Fork grid area. Notable highlights from this campaign include drill hole TF-15-01, which intersected a zone of intense basement clay alteration with elevated uranium values of 491 ppm U. Drilling programs during this period demonstrated the presence of significant structures and alterations consistent with uranium mineralization.

The most recent drill programs in 2024 showcased continued success, particularly in the Richardson and Tuning Fork areas. Drill hole RL-24-29 highlighted strong uranium mineralization with notable results of 0.11% U₃O₈ (901 ppm U) from 81.2 to 81.4 meters and 0.04% U₃O₈ (354 ppm U) from 81.4 to 81.9 meters. The Tuning Fork area also indicated anomalous mineralization, with assays reflecting elevated levels of pathfinder elements suggestive of a mineralizing systems capable of hosting uranium deposits warranting further follow up.

Quality Control and Quality Assurance

Sampling, Analysis and Data Verification:

Assay sample intervals are generally 20 to 50 centimetres long, with samples selected to characterize intervals of elevated radioactivity and/or indicative alteration. Systematic geochemistry samples are collected every 5 metres down the hole. All assayed core is split in half, with one half retained and the other sent to the Saskatchewan Research Council Geoanalytical Laboratory in Saskatoon for analysis. For results from Hatchet Lake, Denison, as operator, has performed detailed QAQC and data verification of all datasets.

Property Claims Table

TOTAL NUMBER OF CLAIMS = 9 | TOTAL AREA = 25,234 acres (10,212 hectares)

Permitting and Licensing

The permitting process for the Hatchet Lake Property involves compliance with the Saskatchewan Ministry of Energy and Resources, as well as adherence to environmental regulations and industry standards. To obtain a drill permit approved with the Mining Branch in Saskatchewan, applicants should begin by thoroughly researching relevant legislation and regulations, including the Mineral Resource Act, and assessing the proposed drilling site for any environmental concerns. The next step involves preparing and submitting a comprehensive application to the Ministry of Energy and Resources’ Mining Branch, detailing project objectives, proposed drilling locations, and any planned environmental management strategies. It is essential to identify Indigenous communities that may be affected by the proposed activities and engage with them early in the process to provide information about the project and gather their input, following any consultation requirements set by the government.

Once the application is submitted, an environmental assessment may be required to evaluate the potential impacts of drilling on the surrounding environment, depending on the project’s scale and location. The Mining Branch will then review the application, consulting with other governmental agencies and stakeholders to ensure that it meets regulatory standards and adequately addresses environmental and community concerns. If the application satisfies all requirements, a drill permit will be issued, outlining specific conditions that must be followed during drilling activities, including environmental safeguards. Following permit issuance, the applicant must ensure compliance with all stipulations and conditions throughout the drilling process, continuing to engage with Indigenous communities and uphold environmental protections.

Exploration Permits