Exhibit 99.1

UNDERWRITING AGREEMENT

March 31, 2026

Foremost Clean Energy Ltd.
250 - 750 West Pender Street
Vancouver, British Columbia
V6C 2T7

Attention:          Mr. Jason Barnard, President, Chief Executive Officer & Director

Dear Mr. Barnard:

Canaccord Genuity Corp., as the sole lead underwriter and sole bookrunner (the “Underwriter”), understands that Foremost Clean Energy Ltd. (the “Company”) proposes to create, issue and sell 1,618,000 “flow-through” units of the Company (the “Units”) at a price of $3.40 per Unit (the “Offering Price”) for aggregate gross proceeds of $5,501,200.

Upon and subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to the Underwriter, and the Underwriter hereby agrees to purchase from the Company, on a “bought deal” private placement basis, or arrange for Substituted Purchasers (as defined herein) in the Selling Jurisdictions (as defined herein) to purchase, from the Company, all, but not less than all, of the Units (not including those Units issued and sold pursuant to the Underwriter’s Option (as defined herein) unless the Underwriter’s Option is exercised prior to the Closing Date (as defined herein)) at the Offering Price per Unit.

In addition, the Company agrees to grant the Underwriter an option (the “Underwriter’s Option”), which may be exercised at the Underwriter’s sole discretion and without obligation at any time up to 48 hours prior to the Closing Date, to purchase, or arrange for Substituted Purchasers to purchase, up to an additional 242,700 Units at the Offering Price per Unit, to raise additional gross proceeds of $825,180. Unless the context requires otherwise, all references to the Offered Securities (as defined herein) in this Agreement shall be deemed to include any Units issued and sold pursuant to the Underwriter’s Option. The offering of the Units and any additional Units issued in connection with the exercise of the Underwriter’s Option are collectively referred to herein as the “Offering”, and such Units are collectively referred to herein as the “Offered Securities”. Unless the context otherwise requires, all references to the “Offering”, “Offered Securities”, “Units”, “Unit Shares”, “Warrants”, or “Warrant Shares”, shall include any additional securities issued in connection with the exercise of the Underwriter’s Option.

Each Unit is comprised of one Unit Share (as defined herein) and one-half of one Common Share (as defined herein) purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase, subject to adjustment in certain circumstances, one Common Share (each, a “Warrant Share”) at a price of $4.40 per Warrant Share for a period of 24 months following the Closing Date (as defined herein). The Warrants will be issued pursuant to a warrant indenture (the “Warrant Indenture”) between the Company and Odyssey Trust Company (the “Warrant Agent”), as warrant agent, to be dated as of the Closing Date. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The Unit Shares and Warrants comprising the Units will each qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act (as defined herein). Any Warrant Shares issued upon the exercise of Warrants will be issued on a non-flow-through basis.

The Offering will be completed on a private placement basis pursuant to exemptions from the prospectus requirements of all Securities Laws (as defined herein) of the Selling Jurisdictions (as defined herein). The Units will be offered to Subscribers (as defined herein) in Canada on a private placement basis pursuant to exemptions available under NI 45-106 (as defined herein).

In consideration of the services to be rendered by the Underwriter in connection with the Offering, the Company shall pay to the Underwriter the Commission (as defined herein) and issue and deliver to the Underwriter the Broker Warrants (as defined herein) in such amounts and with such terms as set out in Section 10 hereof. The obligation of the Company to pay the Commission and issue and deliver the Broker Warrants shall arise at the Closing Time and the Commission and the Broker Warrants shall be fully earned by the Underwriter upon the completion of the Offering.

The Company agrees that the Underwriter will be permitted to appoint other registered dealers (or other dealers duly licensed or registered in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriter may determine the remuneration payable to such other dealers appointed by it. Such remuneration shall be payable by the Underwriter.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“Agreement” means this underwriting agreement, being the agreement between the Company and the Underwriter in respect of the Offering;

“Assistance” means assistance as defined in subsection 66(15) of the Tax Act;

“BCBCA” means the Business Corporations Act (British Columbia);

“Broker Warrant Certificates” means the certificates issued to the Underwriter representing the Broker Warrants;

“Broker Warrant Shares” has the meaning ascribed thereto in Section 10.2;

“Broker Warrants” has the meaning ascribed thereto in Section 10.2;

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

“Canadian Exploration Expense” or “CEE” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act (as revised pursuant to the Proposed Amendments), or that would be described in paragraph (h) of that definition if the references therein to “paragraphs (a) to (d) and (f) to (g.4)” were a reference to “paragraph (f)”, other than amounts which are (i) prescribed to be CEDOE for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any Assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, (iv) any expenditures described in paragraph 66(12.6)(b.2) of the Tax Act or (v) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act;

“CEDOE” means expenses that are prescribed to be “Canadian exploration and development overhead expenses” for the purposes of paragraph 66(12.6)(b) of the Tax Act;

“Claims” shall have the meaning ascribed thereto in Section 13;

“Closing” means the closing on the Closing Date of the transaction of purchase and sale in respect of the Offered Securities as contemplated by this Agreement and the Subscription Agreements;

“Closing Date” means March 31, 2026 or such other date as the Underwriter and the Company may agree upon;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Underwriter and the Company may agree upon;

“Commission” shall have the meaning ascribed thereto in Section 10;

“Commitment Amount” means the aggregate purchase price paid by the Subscribers on the Closing Date for the subscription of the Units;

“Common Shares” means the common shares in the capital of the Company;

“Company” shall have the meaning ascribed thereto on the face page of this Agreement;

“Company’s knowledge” means the actual knowledge of the following individuals: Jason Barnard, Dong Shim and Christina Barnard, after having made due inquiry;

“CRA” means the Canada Revenue Agency;

“Critical Minerals” means copper, nickel, lithium, cobalt, graphite, rare earth elements, scandium, titanium, gallium, vanadium, tellurium, magnesium, zinc, platinum group metals and uranium, bismuth, cesium, chromium, fluorspar, germanium, indium, manganese, molybdenum, niobium, phosphate, tantalum, tin, and tungsten;

“Critical Mineral Certification” means in respect of the Subscription Agreements the certification in prescribed manner and form by a qualified professional engineer or professional geoscientist (as defined in subsection 127(9) of the Tax Act) that the Qualified Expenditures will be incurred in accordance with an exploration plan that primarily targets Critical Minerals, provided that the qualified professional engineer or professional geoscientist (as defined in subsection 127(9) of the Tax Act): (i) completed the certification no more than 12 months before the Closing Date; and (ii) acted reasonably, in their professional capacity, in completing the certification;

“CSE” means the Canadian Securities Exchange;

“Debt Instrument” means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

“Engagement Letter” means the engagement letter dated March 17, 2026 between the Underwriter and the Company in connection with the Offering;

“environmental laws” has the meaning ascribed to such term in Section 3(gg);

“Exchanges” means, collectively, the CSE and Nasdaq;

“Exploration Program” means an exploration program carried out on a Property in Saskatchewan or Manitoba from or above the surface of the earth that primarily targets Critical Minerals, located thereon, on which the Company will expend an amount equal to the full Commitment Amount;

“Financial Statements” has the meaning ascribed to such term in Section 3(u);

“Flow-Through Critical Mineral Mining Expenditure” means an expense that will, once renounced to a Subscriber, qualify as a “flow-through critical mineral mining expenditure” as defined in subsection 127(9) of the Tax Act, or where the Subscriber is a partnership, of the members of the Subscriber to the extent of their respective shares of the expenses so renounced;

“Governmental Authority” means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“IFRS” shall have the meaning ascribed thereto in Section 3(u);

“including” means including without limitation;

“Indemnified Parties” or “Indemnified Party” shall have the meaning ascribed thereto in Section 13;

“Indemnitor” shall have the meaning ascribed thereto in Section 13;

“Losses” shall have the meaning ascribed thereto in Section 13;

“Material Adverse Effect” means the effect resulting from any event or change which is materially adverse to the business, affairs, capital, operations, prospects, property rights or assets, liabilities (contingent or otherwise) of the Company or which event or change would reasonably be expected to have a significant negative effect on the market price or value of the Common Shares;

“Material Agreement” means any joint-venture or earn-in agreement, Debt Instrument, mortgage, indenture, contract, commitment, agreement (written or oral), instrument, lease or other document, to which the Company is a party and which is material to the Company, including, but not limited to, and such agreement pursuant to which any of the property or assets of the Company, including the Properties is subject and which is material to the Company;

“misrepresentation”, “material fact”, “material change”, “affiliate”, “associate”, and “distribution” have the respective meanings ascribed thereto in the Securities Act (Ontario);

“Money Laundering Laws” shall have the meaning ascribed thereto in subsection 3(yyy);

“Nasdaq” means The Nasdaq Stock Market LLC;

“NI 43-101” shall have the meaning ascribed thereto in subsection 3(kkk);

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

“Offered Securities” shall have the meaning ascribed thereto on the face page of this Agreement;

“Offering” shall have the meaning ascribed thereto on the face page of this Agreement;

“Offering Price” shall have the meaning ascribed thereto on the face page of this Agreement;

“Other Agreements” shall have the meaning ascribed to such term in Section 4.2(k);

“Particular Time Period” shall have the meaning ascribed to such term in Section 4.2(l);

“person” means any individual, corporation, partnership, joint venture, association, trust or other legal entity;

“Prescribed Forms” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act (or any corresponding provincial or territorial legislation), filed or to be filed by the Company within the prescribed time renouncing to the Subscribers the Qualified Expenditures incurred pursuant to the Subscription Agreements and all parts or copies of such forms required by the Tax Act (or any corresponding provincial or territorial legislation) or the CRA (or any similar provincial or territorial authority) to be delivered to the Subscribers, as applicable;

“Prescribed Relationship” means a relationship between the Company and a Subscriber where the Subscriber (or if the Subscriber is a partnership, any partner thereof) and the Company are related or otherwise do not deal at arm’s length for purposes of the Tax Act;

“President’s List” shall have the meaning ascribed thereto in Section 10;

“Principal Business Corporation” means a “principal-business corporation” as defined in subsection 66(15) of the Tax Act;

“Properties” means the mineral properties located in (a) Manitoba, being the mining claims described in the title opinion of MLT Aikins LLP delivered pursuant to Section 7(f), and (b) Saskatchewan, being the Crown mineral dispositions described in the mineral disposition review letter of McDougall Gauley LLP delivered pursuant to Section 7(f), which, for greater certainty, includes the mineral properties and claims comprising the Company’s Murphy Lake South property, Hatchet Lake property, Turkey Lake property, Torwalt property, Marten property, Wolverine property, Epp Lake property, Blackwing property, GR property, CLK property, Zoro property, Jean Lake property, Peg North property, Grass River property and Jol property, all as further described in the Public Disclosure Documents;

“Property Rights” shall have the meaning ascribed to such term in Section 3(eee);

“Proposed Amendments” means those specific proposals to amend the Tax Act included in Budget 2025 Implementation Act, No. 1, and those legislative proposals released by the Department of Finance on January 29, 2026.

“Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Company since January 1, 2023 and prior to the Closing Time under its profile on SEDAR+;

“Qualified Expenditure” means an expense, incurred by the Company in carrying out any part of the Exploration Program which is incurred on or after the Closing Date, and on or before the Termination Date that (i) qualifies as CEE, and (ii) once renounced by the Company to a Subscriber, other than a trust or estate, is eligible to be qualified as a Flow-Through Critical Mineral Mining Expenditure of a Subscriber, or where, a Subscriber is a partnership, of the members of the Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the Qualified Expenditures so renounced, and in respect of which, but for the renunciation, the Company would be entitled to a deduction from income for income tax purposes;

“Reporting Jurisdictions” means, collectively, British Columbia, Alberta and Ontario;

“Securities Laws” means, as applicable, the securities legislation, regulations, rules, rulings, orders and prescribed forms, and published policy statements issued by the Securities Regulators, including the rules and policies of any stock exchange;

“Securities Regulators” means, collectively, in respect of any jurisdiction, the securities regulators or other securities regulatory authorities in that jurisdiction;

“Selling Jurisdictions” means, collectively, Alberta, British Columbia, Ontario and Quebec;

“Subscribers” means the persons who, as purchasers or beneficial purchasers, acquire the Units by duly completing, executing and delivering a Subscription Agreement in respect of Units and any other required documentation, and shall include any Substituted Purchasers, and “Subscriber” means any one such person;

“Subscription Agreements” means the subscription and renunciation agreements in the form agreed upon by the Underwriter and the Company, pursuant to which Subscribers agree to subscribe for and purchase the Units herein contemplated and shall include, for greater certainty, all schedules and appendices thereto;

“subsidiary” has the meaning ascribed thereto in the BCBCA;

“Substituted Purchasers” shall have the meaning ascribed thereto in Section 2(a);

“Tax Act” means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time and including any specific proposals to amend the Tax Act that are publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and which will have effect prior to the date hereof, including the Proposed Amendments;

“Taxes” shall have the meaning ascribed thereto in Section 3(y);

“Termination Date” means December 31, 2027;

“Transaction Documents” means, collectively, this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates;

“Transfer Agent” means Odyssey Trust Company, in its capacity as transfer agent and registrar of the Company at its head offices in the city of Calgary, Alberta;

“Underlying Securities” means the Unit Shares, Warrants and Warrant Shares;

“Underwriter’s Option” shall have the meaning ascribed thereto on the face page of this Agreement;

“Unit Share” means a Common Share partially comprising a Unit;

“Units” shall have the meaning ascribed thereto on the face page of this Agreement;

“Underwriter” shall have the meaning ascribed thereto on the face page of this Agreement;

“Warrant” shall have the meaning ascribed thereto on the face page of this Agreement;

“Warrant Agent” shall have the meaning ascribed thereto on the face page of this Agreement;

“Warrant Indenture” shall have the meaning ascribed thereto on the face page of this Agreement; and

“Warrant Share” shall have the meaning ascribed thereto on the face page of this Agreement.

The Company represents and warrants to the Underwriter and the Subscribers, and acknowledges that the Underwriter and Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Offered Securities, that:

4.1           The Company hereby covenants to the Underwriter, the Subscribers and their respective its permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities that the Company shall:

4.2           The Company hereby covenants to the Underwriter, the Subscribers and their respective permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities, as follows:

The Underwriter hereby represents, warrants and covenants to the Company and acknowledges that the Company is relying upon such representations and warranties in completing the Closing, that:

The Company and the Underwriter shall cause the Closing to occur on March 31, 2026 or such other date as may be agreed by the Company and the Underwriter. The Closing of the transactions contemplated under this Agreement shall be completed via electronic exchange.

At or before the Closing Time, the Underwriter shall have delivered to the Company:

At or before the Closing Time, the Company shall deliver to the Underwriter:

against payment by the Underwriter to the Company of the aggregate purchase price for the Offered Securities by wire transfer payable to the Company.

The Underwriter’s obligation to purchase the Offered Securities at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

In addition to any other remedies which may be available to the Underwriter, the Underwriter shall have the right, at its sole option, to terminate its obligations under this Agreement including its obligation to purchase the Offered Securities (and the obligations of the Subscribers arranged by it to purchase Offered Securities) by written notice to that effect given to the Company at or prior to the Closing Time, if at any time prior to the Closing Time:

The rights of termination contained in subparagraphs 8(a)-(f) above are in addition to any other rights or remedies the Underwriter may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by the Agreement or otherwise. In the event of any such termination by an Underwriter, there shall be no further liability on the part of the Underwriter to the Company or on the part of the Company to the Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect such termination in respect of Section 9 (Expenses) and Section 13 (Indemnity) of this Agreement.

Whether or not the Offering is completed, the Company shall pay all expenses and fees of, or incidental to, the sale of the Offered Securities, including the “out-of-pocket” expenses of the Underwriter in relation to the Offering (including HST), including all marketing expenses, and all reasonable fees and disbursements of the Underwriter’s legal counsel (up to a maximum of $100,000 exclusive of disbursements and applicable taxes). Fees and expenses incurred by the Underwriter or on their behalf shall be payable by the Company in addition to any other fees payable under this Agreement and shall be payable by the Company without undue delay upon receiving an invoice therefor from the Underwriter.

10.1         The Company shall be entitled to include certain Subscribers on a president’s list for sales of Offered Securities for maximum gross proceeds of up to $500,000, as shall be agreed upon by the Underwriter and the Company (the “President’s List”), provided that the Underwriter shall not be required to conduct a suitability review in respect of sales to Subscribers on the President’s List.

10.2         In consideration of the services to be rendered by the Underwriter in connection with the Offering, the Company shall pay to the Underwriter a cash commission (the “Commission”) equal to 6.0% of the aggregate gross proceeds from sales of the Offering, other than in respect of sales to Subscribers on the President’s List, in which a Commission of 2.0% is payable. As additional consideration for the services to be rendered by the Underwriter in connection with the Offering, the Company shall issue to the Underwriter such number of broker warrants (the “Broker Warrants”) equal to 6.0% (reduced to 2.0% in respect of sales to Subscribers on the President’s List) of the number of Units sold pursuant to the Offering, with each Broker Warrant exercisable to acquire one Common Share (each a “Broker Warrant Share”) at an exercise price of $3.40 per Broker Warrant Share, for a period of 24 months from the Closing Date.

10.3         The Commission shall be paid and the Broker Warrants shall be issued to the Underwriter on the Closing Date.

11.1         The Company acknowledges that the Underwriter may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Underwriter and their affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. The Underwriter and its affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

All terms, warranties, representations, covenants and agreements herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Offered Securities and shall continue in full force and effect for the benefit of the Underwriter, the Subscribers and the Company for a period of two years following the Closing Date, except for the representations, warranties, and covenants of the Company related to tax matters which will survive until 60 days following any applicable reassessment period, and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriter or Subscribers in connection with the purchase and sale of the Offered Securities. For certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriter by the Company or the contribution obligations of the Underwriter or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law.

The Company (the “Indemnitor”) hereby agrees to indemnify and hold harmless the Underwriter, each of its respective subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling the Underwriter, or any of its respective subsidiaries and affiliates (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Agreement, whether performed before or after the Indemnitor’s execution of the Agreement. The Indemnitor agrees to waive any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnitor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting Claims on behalf of or in right of the Indemnitor for or in connection with the Agreement (whether performed before or after the Indemnitor’s execution of the Agreement). The Indemnitor will not, without the prior written consent of Underwriter, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought under this indemnity (whether or not any Indemnified Party is a party to such Claim) unless the Indemnitor has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

Promptly after receiving notice of a Claim against the Underwriter, or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriter or any such other Indemnified Party will notify the Indemnitor in writing of the particulars thereof, provided that the omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as required prejudices the defense of such Claim or results in any material increase in the liability which the Indemnitor has under this indemnity. The Indemnitor shall have 14 days after receipt of the notice to undertake, conduct and control, through counsel of their own choosing and at their own expense, the settlement or defense of the Claim. If the Indemnitor undertakes, conducts or controls the settlement or defense of the Claim, the relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

The Indemnitor also agrees to reimburse the Underwriter for the time spent by its personnel in connection with any Claim at their normal per diem rates. The Underwriter may retain counsel to separately represent it in the defense of a Claim, which shall be at the Indemnitor’s expense if (i) the Indemnitor does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim (as set forth above), (ii) the Indemnitor agrees to separate representation, or (iii) the Underwriter is advised by counsel that there is an actual or potential conflict in the Indemnitor’s and the Underwriter’s respective interests or additional defenses are available to the Underwriter, which makes representation by the same counsel inappropriate.

The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such Losses to which the Indemnified Party may be subject were caused solely by the gross negligence, intentional fault or willful misconduct of the Indemnified Party.

If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to the Underwriter or any other Indemnified Party or insufficient to hold the Underwriter or any other Indemnified Party harmless in respect of a Claim, the Indemnitor shall contribute to the amount paid or payable by the Underwriter or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriter or any other Indemnified Party on the other hand but also the relative fault of the Indemnitor, the Underwriter or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriter or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by the Underwriter under this Agreement.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties of the Underwriter and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriter and any of the Indemnified Parties, provided, however, that neither Underwriter nor Indemnified Parties shall be entitled to “double recovery” in respect of any action, suit, proceeding, investigation or claim. The foregoing provisions shall survive the completion of professional services rendered pursuant to this Agreement or any termination of this Agreement.

The Indemnitor hereby constitutes the Underwriter as trustee for each of the other Indemnified Parties of the Indemnitor’s covenants under this indemnity with respect to those persons and the Underwriter agrees to accept that trust and to hold and enforce those covenants on behalf of those persons.

To the extent that a Subscriber would otherwise be covered by this indemnity, this Section 13 shall not apply to such Subscriber if it would cause such Unit Shares and Warrants comprising the Units of such Subscriber to be “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the regulations to the Tax Act.

The Company: (i) acknowledges and agrees that the Underwriter has certain statutory obligations as a registered dealer under the Securities Laws and have relationships with its clients; and (ii) consents to the Underwriter acting hereunder while continuing to act for their clients. To the extent that the Underwriter’s statutory obligations as a registered dealer under Securities Laws or relationships with their clients conflicts with their obligations hereunder, the Underwriter shall be entitled to fulfil its statutory obligations as a registered dealer under Securities Laws and their obligations to its clients. Nothing in this Agreement shall be interpreted to prevent the Underwriter from fulfilling its statutory obligations as a registered dealer under Securities Laws or to act for its clients. Nothing in this Agreement or the nature of the Underwriter’s involvement in the Offering shall be deemed to create a fiduciary or advisory relationship between the Underwriter and the Company or its shareholders, creditors, employees or any other party. The Underwriter has not provided any legal, accounting, regulatory, or tax advice with respect to the Offering.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

Foremost Clean Energy Ltd.

250-750 West Pender Street

Vancouver, British Columbia V6C 2T7

with a copy (which shall not constitute notice) to:

Stikeman Elliott LLP
888 – 3^rd Street SW
Calgary, Alberta T2P 5C5

Canaccord Genuity Corp.

1133 Melville Street, Suite 2400
Vancouver, British Columbia V6E 4E5

with a copy (which will not constitute notice) to:

Cassels Brock & Blackwell LLP

Bay Adelaide Centre – North Tower, Suite 3200

40 Temperance Street

Toronto, Ontartio M5H 0B4

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by email to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email shall be deemed to be given and received on the first Business Day following the day on which it is sent.

The Company acknowledges that the Underwriter shall have the right, subject always to Section 2(c), at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Securities contemplated herein as the Underwriter may consider desirable or appropriate and as may be permitted by applicable law, including applicable Securities Laws. The Company and the Underwriter each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the Offering provided for herein so as to obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under applicable Securities Laws or result in any exemption therefrom not being available or otherwise require the Company to comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada.

Time shall, in all respects, be of the essence hereof.

All references herein to dollar amounts are to lawful money of Canada.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

This Agreement, together with any other agreements and other documents referred to herein and delivered in connection herewith, constitutes the entire agreement between the parties hereto pertaining to the issue and sale of the Offered Securities and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the issue and sale of the Offered Securities, including the Engagement Letter (other than section 12 of the Engagement Letter).

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction).

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriter and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

The forbearance or failure of one of the parties hereto to insist upon strict compliance by the other with any provision of this Agreement, whether continuing or not, shall not be construed as a waiver of any rights or privileges hereunder. No waiver of any right or privilege of a party arising from any default or failure hereunder of performance by the other shall affect such party’s rights or privileges in the event of a further default or failure of performance.

The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandées que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

This Agreement may be executed in any number of counterparts and by PDF or electronic transmission, each of which so executed shall constitute an original and all of which taken together shall constitute an original copy of this Agreement as of the date first noted above.

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If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.