Foremost Lithium announces data for Annual General, Special Meeting

Foremost Clean Energy announced that, further to its announcement of July 30, 2024 with respect to the proposed spin-out of the Winston Group of Gold and Silver Properties pursuant to a statutory plan of arrangement under the Business Corporations Act, it has scheduled its Annual General and Special Meeting of shareholders for December 09, 2024 at 11:00 a.m. Foremost shareholders will vote on the Arrangement, among other things, at the Meeting. Full details are provided below under “Further Details of AGSM”. Pursuant to the Arrangement, the Properties will be transferred to a newly incorporated company, named Rio Grande Resources and Foremost Shareholders will exchange each outstanding common share of Foremost for one new Foremost common share and two common shares of Rio Grande. The Arrangement, if completed, will result in Foremost retaining an approximate 19.95% interest in Rio Grande. In connection with the Arrangement, the Company has filed an updated independent technical report for the Properties prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects titled “Technical Report for the Winston Gold-Silver Project: Sierra County, New Mexico, USA”. The Properties consist of one-hundred-forty-seven unpatented lode mining claims and two patented mining claims in Sierra County and Catron County, New Mexico. The Properties cover 1,229 hectares in the Black Range/Chloride Mining District of central New Mexico and are comprised of three historic past producing gold and silver mines: Ivanhoe, Emporia and Little Granite. Exceptional results from property-wide confirmatory sampling completed in 2021 included many high-grade samples including 41.5 g/t Gold and 4,610 g/t Silver on newly staked claims. Additional samples from these three mines returned peak values of 66.5 g/t gold and 2,940 g/t silver from Little Granite, 26.8 g/t gold and 1,670 g/t silver from Ivanhoe, and 46.1 g/t gold and 517 g/t silver from Emporia. An application has been submitted to the CSE to list Rio Grande Shares upon completion of the Arrangement. It is a condition of the completion of the Arrangement that the CSE, and if required, the NASDAQ, will have conditionally approved the Arrangement, including the listing of the new Foremost common shares and the Rio Grande Shares. In connection with the Arrangement, Rio Grande is expected to complete a private placement of subscription receipts for approximate aggregate gross proceeds of $1,750,000, with each subscription receipt automatically converting upon the satisfaction or waiver of conditions precedent to the Arrangement and the listing of the Rio Grande Shares on the CSE into Rio Grande Shares. The gross proceeds of the Private Placement will be held in escrow pending the satisfaction of the release conditions.