10.

CAPITAL STOCK AND RESERVES

i)

issued 30,000 common shares at a value of $150,000 pursuant to the Peg North Property option agreement (Note 7).

ii)

issued 17,361 common shares at a value of $75,000 pursuant to the Jean Lake Property option agreement (Note 7).

iii)

issued 51,193 common shares pursuant to RSU settlement resulting in reallocation of share-based reserves of $139,244 from reserves to share capital.

10.

CAPITAL STOCK AND RESERVES (Continued)

iv)

issued 129,087 common shares upon exercise of options for gross proceeds of $299,949 resulting in reallocation of share-based reserves of $233,014 from reserves to share capital, of which 10,319 options were exercised cashless and valued at $3,278. The weighted average share price on the date of the option exercise was $4.80.

v)

issued 2,024,988 common shares upon exercise of warrants for gross proceeds of $6,042,784 resulting in reallocation of warrant reserves of $230,400 from reserves to share capital. Foremost’s net proceed from exercises were $5,589,650 and $453,134 was recorded as due to Rio in accordance to the Arrangement (Note 17). The weighted average share price on the date of the warrant exercise was $4.94.

vi)

issued 485,000 common shares to Denison Mines Corp. at a price of $2.20 per share for aggregate consideration of $1,067,000 pursuant to the Investor Rights Agreement.

vii)

viii)

closed a non-brokered private placement issuing 1,690,200 flow-through units consisting of one flow-through common share and one-half non-flow-through common share purchase warrant at $3.40 per unit for gross proceeds of $5,746,680, of which $Nil was allocated to the warrant component of the unit. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.40 until March 31, 2028. A value of $1,605,690 was attributed to the flow-through premium liability in connection with the financing. The Company paid a cash finder’s fees of $451,721 and granted 98,892 finder’s warrants (valued at $115,600), entitling the holder to purchase one common share at a price of $3.40 per share until March 31, 2028. All securities issued will be subject to a hold period of four months and one day from the date of issuance. The Company also incurred legal and filing fees of $157,873 related to the private placement. The Company is committed to incur a total of $5,746,680 of qualifying Canadian Exploration Expenses (“CEE”) on or before December 31, 2026. As at March 31, 2026, the Company has incurred $Nil in qualifying CEE and has a balance of $1,605,690 (2025 - $Nil) in flow-through liability.

a)

closed a non-brokered private placement issuing 247,471 flow-through units consisting of one flow-through common share and one non-flow-through common share purchase warrant at $5.88 per unit for gross proceeds of $1,455,129 (of which $105,000 was received in March 2024 as subscriptions received in advance), of which $Nil was allocated to the warrant component of the unit and recorded in reserves. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.00 until April 29, 2026. A value of $537,012 was attributed to the flow-through premium liability in connection with the financing. If at any time, the volume-weighted average trading price of the common shares on the CSE trades at or above $6.00 for 14 consecutive trading days, the Company may elect to accelerate the expiry date of the warrants by giving notice to the holders, by way of a news release, that the warrants will expire 30 calendar days following the date of such notice. The Company paid a cash finder’s fees of $175 and granted 51 finder’s warrants (valued at $100), entitling the holder to purchase one common share at a price of $3.40 per share until April 29, 2026. All securities issued will be subject to a hold period of four months and one day from the date of issuance. The Company also incurred legal and filing fees of $22,694 related to the private placement. The Company is committed to incur a total of $1,455,129 of qualifying Canadian Exploration Expenses (“CEE”) on or before December 31, 2025. As at March 31, 2026, the Company has incurred $1,455,129 in qualifying CEE and has a balance of $Nil (2025 - $427,776) in flow-through liability.

b)

issued 28,818 common shares at a value of $100,000 as part of the annual payment due under the Peg North Property option agreement (Note 7).

c)

issued 12,106 common shares at a value of $50,000 as a part of the acquisition payments for the Jean Lake option agreement (Note 7).

10.

CAPITAL STOCK AND RESERVES (Continued)

d)

issued 1,795,492 common shares at a value of $6,716,449 pursuant to the acquisition of the Athabasca Property (Note 7).

e)

closed a brokered private placement issuing 1,473,000 units consisting of one common share and one common share purchase warrant at $3.00 per unit for gross proceeds of $4,419,000, of which $368,250 was allocated to the warrant component of the unit and recorded in reserves. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.00 until November 14, 2026.

a)

closed an underwritten public offering in the United States (the “Offering”). The Company sold 800,000 units, each consisting of one common share and one warrant to purchase one common share, at a public offering price of $6.77 (USD $5.00) per unit. The warrants are exercisable into common shares at a price of USD $6.25 for five years. As the warrants are denominated in a currency other than the functional currency, the Company recognized a derivative liability valued at $823,597 associated with the warrants. As at March 31, 2024, the Company revalued the derivative liability at $656,946 resulting in an unrealized gain on change in fair value of warrants of $166,651 through profit or loss for the year ended March 31, 2024. It was estimated using a Level 1 fair value measurement. The aggregate gross proceeds to the Company from the Offering were $5,418,400 (USD $4,000,000), before deducting underwriting discounts of $387,416 (USD $286,000) and offering expenses. The Company also issued 40,000 underwriter’s warrants (valued at $270,400). All securities issued are free from any resale restrictions under applicable Canadian and United States securities laws. The common shares and unit warrants sold in the Offering began trading on NASDAQ under the symbols FMST and FMSTW, respectively, on August 22, 2023.

10.

CAPITAL STOCK AND RESERVES (Continued)

b)

closed Tranche 1 of 2 (see Note 16) on a non-brokered private placement issuing 188,651 flow-through units consisting of one flow-through common share and one non-flow-through share purchase warrant at $5.88 per unit for gross proceeds of $1,109,268 and 152,941 non-flow-through units consisting of one non-flow-through common share and one non-flow-through share purchase warrant at $3.40 per unit for gross proceeds of $520,000. The warrants are exercisable into common shares at a price of $4.00 until March 13, 2026. The Warrants will be subject to an accelerated expiry, if, at any time following the date of issuance, the volume weighted average trading price of the Shares on the Canadian Securities Exchange is or exceeds $6.00 for any 14 consecutive trading days. The Company may elect to accelerate the expiry date of the Warrants and NFT Warrants by giving notice to the holders, by way of a news release, that the Warrants and NFT Warrants will expire 30 calendar days following the date of such notice. In connection with the first tranche closing, cash finder’s fees of $11,134 were paid on the financings and the Company issued 3,274 share purchase finders warrants (valued at $9,700). Each Finder’s warrant entitles the holder to purchase one common share at a price of $3.40 for a two-year period. All of the securities issued under the first tranche of the Offering will be subject to a hold period of four months and one day from the date of issuance expiring on July 14, 2024. A value of $20,143 was attributed to the flow-through premium liability and $377,911 was allocated to reserves in connection with the financing. The Company is committed to incur a total of $1,109,268 of qualifying Canadian Exploration Expenses (“CEE”) on or before December 31, 2025. As at March 31, 2026, the Company has spent $1,109,268 in qualifying CEE.

c)

issued 10,700 common shares at a value of $85,600 as part of the acquisition payments for the Lac Simard South option agreement (see Note 7).

d)

issued 13,072 common shares at a value of $100,000 as part of the acquisition payments for the Peg North option agreement (see Note 7).

e)

issued 6,128 common shares at a value of $50,000 as part of the acquisition payments for the Jean Lake option agreement (see Note 7).

f)

issued 30,900 common shares at a value of $187,872 to a non-related consulting firm for services; and

g)

issued 36,000 common shares upon exercise of options for gross proceeds of $131,400 resulting in reallocation of share-based reserves of $53,400 from reserves to share capital. The weighted average share price on the date of the option exercise was $4.95.

10.

CAPITAL STOCK AND RESERVES (Continued)

a)

had 223,514 stock options that were cancelled and/or forfeited, resulting in an allocation of share-based reserves of $736,783 to deficit

a)

had 156,589 stock options that were cancelled and/or forfeited, resulting in an allocation of share-based reserves of $619,093 to deficit and reversal of share-based payments of $134,962.

b)

granted stock options for 36,000 shares to a consultant of the Company. The options are exercisable at $3.01 (USD $2.84) per share until July 23, 2029 with an estimated fair value of $112,200 and vest immediately. These options were cancelled during the year ended March 31, 2025.

c)

granted stock options for 83,194 shares to directors and officers of the Company. The options are exercisable at $2.51 per share until April 1, 2029 with an estimated fair value of $167,600.

●

51,323 stock options vested immediately.

●

31,871 stock options vest equally over a three-year period.

●

During the year ended March 31, 2025, the Company recorded share-based compensation of $133,795 for the vested portion of the stock options.

●

During the year ended March 31, 2026, the Company recorded share-based compensation of $24,728 for the vested portion of the stock options.

d)

granted stock options for 55,000 shares to consultants of the Company. The options are exercisable at $2.51 per share until November 15, 2027 with an estimated fair value of $91,100 and vest immediately.

e)

granted stock options for 36,815 shares to a director, an officer and consultants of the Company. The options are exercisable at $2.51 per share until November 15, 2029 with an estimated fair value of $77,400 and vest immediately.

f)

granted stock options for 36,000 shares to a consultant of the Company. The options are exercisable at $1.42 (USD $0.99) per share until February 12, 2030 with an estimated fair value of $39,900 and vest immediately.

g)

granted stock options for 9,200 shares to a director of the Company. The options are exercisable at $1.38 per share until February 12, 2030 with an estimated fair value of $10,200 and vest immediately.

h)

granted stock options for 83,333 shares to a consultant of the Company. The options are exercisable at $1.20 per share until March 27, 2028 with an estimated fair value of $61,800 and vest immediately. These options were cancelled during the year ended March 31, 2026.

10.

CAPITAL STOCK AND RESERVES (Continued)

a)

granted stock options for 17,500 shares to a consultant of the Company. The options are exercisable at $5.65 per share for three years with an estimated fair value of $60,200 and vest immediately.

b)

granted stock options for an aggregate of 40,000 shares to directors and a consultant of the Company. The options are exercisable at $6.60 per share for three years with an estimated fair value of $173,500 and vest immediately.

c)

granted stock options for an aggregate of 85,000 shares to officers of the Company. The options are exercisable at $6.60 per share for five years with an estimated fair value of $445,500 and vest immediately.

d)

granted stock options for 20,000 shares to a director of the Company. The options are exercisable at $5.47 per share for three years with an estimated fair value of $75,500 and vest immediately.

e)

granted stock options for 20,000 shares to an officer of the Company. The options are exercisable at $3.98 per share for five years with an estimated fair value of $66,600 and vest immediately.

f)

granted stock options for 20,000 shares to a consultant of the Company. The options are exercisable at $3.30 per share for two years with an estimated fair value of $36,000 and vest immediately.

g)

had 36,000 stock options exercised by issuing 36,000 shares for proceeds of $131,400; and

h)

had 80,300 stock options that expired or were forfeited, resulting in a reallocation of share-based reserves of $860,158 from reserves to deficit.

i)

granted stock options for 36,000 shares to a consultant of the Company. The options are exercisable at $3.65 per share for one year with an estimated fair value of $53,400 and vest immediately.

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)

●

79,317 RSUs vested immediately.

●

48,138 RSUs - 40,276 vest on April 1, 2025 and 7,862 vested immediately upon the resignation of a director.

●

89,674 RSUs vest equally over a three-year period starting on April 1, 2025.

●

5,362 RSUs vest on November 15, 2025.

●

7,088 RSUs vest on April 1, 2025.

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)

(a)

10.

CAPITAL STOCK AND RESERVES (Continued)

10.

CAPITAL STOCK AND RESERVES (Continued)